S-4

As filed with the Securities and Exchange Commission on March 1, 2011

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TransUnion Corp.*

(Exact name of registrant as specified in its charter)

Delaware	7320	74-3135689
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

*The co-registrants listed on the next page are also included in this registration statement as additional registrants.

555 West Adams Street

Chicago, Illinois 60661

Telephone: (312) 985-2000

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

John W. Blenke

Executive Vice President & General Counsel

TransUnion Corp.

555 West Adams Street

Chicago, Illinois 60661

Telephone: (312) 985-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Michael A. Pucker

Roderick O. Branch

Cathy A. Birkeland

Latham & Watkins LLP

233 South Wacker Drive, Suite 5800

Chicago, Illinois 60606

Telephone: (312) 876-7700

Facsimile: (312) 993-9767

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-Accelerated Filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
11  3/8% Senior Notes due 2018	$645,000,000	100%	$645,000,000	$74,884.50
Guarantees of 11 3/8% Senior Notes due 2018(2)	N/A	N/A	N/A	N/A

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act.

(2) Determined in accordance with Rule 457(n) of the Securities Act; no separate registration fee is payable for the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Exact name of Co-registrants*	Jurisdiction of formation	Primary standard industrial classification code number	I.R.S. employer identification no.
Diversified Data Development Corporation	California	7320	91-2902153
TransUnion Healthcare, LLC	Delaware	7320	27-1491512
Trans Union LLC	Delaware	7320	36-4262739
TransUnion Interactive, Inc.	Delaware	7320	13-4117314
TransUnion Financing Corporation	Delaware	7320	27-2830166
TransUnion Rental Screening Solutions, Inc.	Delaware	7320	52-2139271
TransUnion Teledata, LLC	Oregon	7320	20-5618633
Visionary Systems, Inc.	Georgia	7320	58-2255788

* The address for each of the additional registrants is TransUnion Corp., 555 West Adams Street, Chicago, Illinois 60661. The name, address and telephone number of the agent for service for each of the additional registrants is John W. Blenke, 555 West Adams Street, Chicago, Illinois 60661, Telephone: (312) 985-2000.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 1, 2011

Prospectus

Trans Union LLC

TransUnion Financing Corporation

Exchange Offer for

11 ³/8% Senior Notes due 2018

We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (the “exchange offer”), up to $645,000,000 in aggregate principal amount of our new 11 ³/8% Senior Notes due 2018, Series B (the “exchange notes”). Each exchange note has been registered under the Securities Act of 1933, as amended (the “Securities Act”). We are offering to exchange the exchange notes for any and all of our outstanding 11 ³/8% Senior Notes due 2018, Series A (the “outstanding notes”), which we previously issued in a private transaction that was not subject to the registration requirements of the Securities Act (the “initial offering”). We refer to the exchange notes and the outstanding notes collectively as the “notes.”

We are conducting the exchange offer in order to provide you with an opportunity to exchange your outstanding notes for freely tradable notes that have been registered under the Securities Act.

The principal features of the exchange offer are as follows:

• The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.

• You may withdraw your tender of outstanding notes at any time before the expiration of the exchange offer. We will exchange all of the outstanding notes that are validly tendered and not withdrawn.

• Based upon interpretations by the staff of the Securities and Exchange Commission (the “SEC”), we believe that subject to some exceptions, the exchange notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided you are not an affiliate of ours.

• The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2011, unless extended.

• The exchange of notes will not be a taxable event for U.S. federal income tax purposes.

• We will not receive any proceeds from the exchange offer.

• There is no existing public market for the outstanding notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange.

Except in very limited circumstances, current and future holders of outstanding notes who do not participate in the exchange offer will not be entitled to any future registration rights, and will not be permitted to transfer their outstanding notes absent an available exemption from registration. Except in very limited circumstances, upon completion of the exchange offer, we will have no further obligation to register and currently do not anticipate that we will register outstanding notes under the Securities Act.

For a discussion of certain factors that you should consider before participating in the exchange offer, see “Risk factors” beginning on page 18 of this prospectus.

Neither the SEC nor any state securities commission has approved the exchange notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

                    , 2011

You should rely only on the information contained in this prospectus. The prospectus may be used only for the purposes for which it has been published. We have not authorized any other person to provide any information not contained herein. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted.

You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Table of contents

Industry and market data	i
Trademarks and trade names	ii
Financial information	ii
Summary	1
Risk factors	18
Forward-looking statements	32
Exchange offer	33
Use of proceeds	41
Capitalization	42
Unaudited pro forma consolidated financial data	43
Selected historical consolidated financial data	44
Management’s discussion and analysis of financial condition and results of operations	45
Business	64

Management	79
Compensation discussion and analysis	83
Security ownership of certain beneficial owners	103
Certain relationships and related-party transactions	105
Description of other indebtedness	108
Description of the notes	111
Book-entry settlement and clearance	167
Material United States federal income tax considerations	170
Plan of distribution	176
Legal matters	177
Experts	177
Where you can find more information	177
Index to consolidated financial statements	F-1

This prospectus contains summaries of the terms of several material documents. These summaries include the terms we believe to be material, but we urge you to review these documents in their entirety. We will provide you without charge, upon written or oral request, a copy of any and all of these documents. We must receive your request no later than five days before the expiration date of the exchange offer so you can obtain timely delivery. Requests for copies should be directed to: TransUnion Corp., 555 West Adams Street, Chicago, Illinois 60661; Attention: Investor Relations (telephone (312) 985-2860).

Industry and market data

This prospectus includes industry and trade association data, forecasts and information that we have prepared based, in part, upon data, forecasts and information obtained from independent trade associations, industry publications and surveys and other information available to us. Some data is also based on our good faith estimates, which are derived from management’s knowledge of the industry and independent sources. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on market data currently available to us. Although we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk factors” in this prospectus. Similarly, we believe our internal research is reliable, even though such research has not been verified by any independent sources.

i

Trademarks and trade names

This prospectus includes our trademarks such as “TransUnion,” which are protected under applicable intellectual property laws and are the property of TransUnion Corp. or its subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names.

Financial information

Use of non-GAAP financial measures

This prospectus contains “non-GAAP financial measures.” Non-GAAP financial measures are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”). Specifically, we use the non-GAAP financial measures Adjusted Operating Income and Adjusted EBITDA to assess our operating performance and believe they are useful metrics for investors, creditors and other users of our financial statements to do the same.

Adjusted Operating Income represents operating income plus:

• for 2010, an adjustment for stock-based compensation accelerated as a result of the Change in Control Transaction (as defined in “Summary—The Change in Control Transaction”);

• for 2010, an adjustment for a nonrecurring gain from the trade in of computer equipment; and

• for 2008, an adjustment for expenses related to the settlement of the Privacy Litigation (as defined in “Business—Legal proceedings”).

Adjusted EBITDA represents net income plus:

• net interest expense;

• income taxes;

• depreciation and amortization;

• other income and expense excluding earnings from equity method investments and dividends from cost method investments;

• stock-based compensation;

• the adjustments to arrive at Adjusted Operating Income as discussed above; less

• net income attributable to the noncontrolling interests; and

• discontinued operations, net of tax.

We present Adjusted Operating Income and Adjusted EBITDA as supplemental measures of our operating performance because they eliminate the impact of certain items that are non-recurring or that we do not consider indicative of our ongoing operating performance. In addition, Adjusted EBITDA does not reflect our capital expenditures, interest expense, depreciation, amortization, stock-based compensation, income and expense from non-recurring events and certain cash charges that we do not consider to be indicative of our ongoing operating performance. Other companies in our industry may calculate Adjusted Operating Income and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. Because of these limitations, Adjusted

ii

Operating Income and Adjusted EBITDA should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP.

We believe that the most directly comparable GAAP measure to Adjusted Operating Income is operating income and that the most directly comparable GAAP measure to Adjusted EBITDA is net income. Adjusted Operating Income and Adjusted EBITDA are not measures of financial condition or profitability under GAAP and should not be considered as alternatives to cash flow from operating activities, as measures of liquidity or as alternatives to operating income or net income as indicators of operating performance. See “Management’s discussion and analysis of financial condition and results of operations—Key performance indicators” for a reconciliation of Adjusted Operating Income to its most directly comparable GAAP measure, operating income, and a reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure, net income.

Rounding

Items in tables or other presentations may not total due to rounding.

iii

Summary

This summary contains selected information about us and the exchange offer. This summary does not contain all the information you should consider before deciding whether to participate in the exchange offer. You should carefully read this entire prospectus, including the risk factors, description of our business, description of the notes, financial data, and financial statements and the related notes before deciding whether to participate in the exchange offer.

Unless we indicate otherwise or the context otherwise requires, and except in our capacity as co-issuer of the notes or borrower under our senior secured credit facilities, all references to “TransUnion,” “the Company,” “we,” “us” and “our” refer collectively to Trans Union LLC, the subsidiaries of Trans Union LLC and our Parent, TransUnion Corp. The Parent has no business operations separate from investments, including its investment in Trans Union LLC, and has provided a full and unconditional guarantee of Trans Union LLC’s obligations under the notes. All references to the “Issuers” of the notes refer collectively to Trans Union LLC and TransUnion Financing Corporation, and all references to “borrower” under our senior secured credit facilities refer to Trans Union LLC. References in this prospectus to years are to our fiscal years, which end on December 31.

Overview

We are a global leader in credit information and information management services, with operations in the United States, Africa, Canada, Asia, India and Latin America. We maintain credit data on millions of consumers and serve thousands of customers worldwide. We compile payment history, accounts receivable information and other information such as bankruptcies, liens and judgments for consumers and small businesses, and maintain reference databases of current consumer names, addresses and telephone numbers. We obtain this information from thousands of sources, including credit-granting institutions and public record depositories. We enhance our data and service offerings through access to other unique databases owned or maintained by third parties. We combine our credit and other source data with analytics and decisioning technology to deliver value-added solutions to our customers that assist with new account acquisitions, account management, risk management, collections, identity verification and fraud protection. Historically, our business has experienced attractive operating margins and modest capital expenditure and working capital needs, resulting in strong cash flow from operations.

We manage our business through three operating segments: U.S. Information Services (“USIS”), International and Interactive.

• USIS, which represented approximately 67% of our revenue in 2010, provides consumer reports, credit scores, verification services, analytical services and decision technology to business customers in the United States. USIS offers these services to customers in the financial services, insurance, healthcare and other markets, and delivers them through both direct and indirect channels.

• International, which represented approximately 20% of our revenue in 2010, provides services similar to our USIS and Interactive segments in multiple countries outside the United States. Our International segment also provides auto ownership information and commercial data to our customers in select geographies.

• Interactive, which represented approximately 13% of our revenue in 2010, offers the tools, resources and education to help individuals understand and manage their credit. Interactive delivers these services primarily through our proprietary internet websites, transunion.com, truecredit.com and zendough.com.

We have built a strong and highly diversified base of customers globally. In 2010, our largest customer accounted for approximately 3.5% of our revenue and our top ten customers, in the aggregate, accounted for

1

approximately 19.0% of our revenue. Given the strength of our relationships and the incremental value of our services, we have historically enjoyed long-standing relationships with our customers, including relationships of over ten years with each of our top ten USIS financial services customers.

We compete primarily with two other global credit reporting companies, Equifax, Inc. and Experian plc, both of which offer a range of consumer credit reporting services similar to our services. We also compete with a number of smaller, specialized companies, all of which offer a subset of the services we provide.

Our industry

Evolution to mission-critical role

Credit bureaus were formed in the nineteenth century to help provide better credit information to local and regional lenders so they could make more informed credit decisions. As populations became more mobile and financial services offerings became more prevalent, credit bureaus began to offer more data and services and expanded their geographic reach through strategic alliances and acquisitions. As consumer lending expanded, credit bureaus became an integral part of the lending process and now play a critical intermediator role between lenders and borrowers. Credit bureaus developed a variety of methods to collect, maintain and analyze information concerning the ability of consumers and businesses to meet their obligations. Consumers and commercial lenders have increasingly used these services to make more informed credit decisions. As a result, credit bureaus have positioned themselves as mission-critical partners to financial services institutions around the world.

Three major providers with sustainable competitive advantage

As financial services institutions grew in scale and geographic scope, credit bureaus extended their reach by coordinating and forming strategic alliances with other credit reporting providers to share data across large territories through a “hub and spoke” system. Three credit bureaus have since consolidated into large, international organizations that can provide a wide range of data services and analytical applications to their larger and increasingly demanding financial services customers. As a result of this consolidation, TransUnion, Equifax and Experian have emerged as the global leaders in the industry. The largest U.S. customers of these global credit bureaus typically use the services of all three providers to validate consistency and ensure reliability.

Expanding the scope of offerings

Over the past decade, credit bureaus have devoted significant resources to enhance the quality of their data sets by developing a variety of proprietary information databases. Credit bureaus have evolved from being collectors and sellers of credit information to being providers of more advanced information services. With more sophisticated analytical tools and decision technology, credit bureaus have expanded the scope of their offerings to the financial services industry, which has enabled the industry to process information and provide predictive and decisioning tools to prescreen and acquire new customers, cross-sell to existing customers, use rules-based decision making at the point of sale and monitor and manage risk in existing portfolios. In addition, credit bureaus have leveraged their data by developing advanced analytical tools and services to offer value-added solutions to customers in new markets, including insurance, healthcare, collections, retail and telecommunications. Given the increased consumer demand for credit and consumer data, the credit bureaus have also begun to market or sell these services directly to consumers. The development of these more advanced services has enabled credit bureaus to diversify their revenue base and accelerate growth.

2

International market expansion

As consumer lending activities have grown in markets outside the United States, the major global credit bureaus have expanded internationally to increase market opportunities, accelerate growth and increase market share. The international market represents a significant opportunity for the global credit bureaus to offer established, proven services and solutions in new or emerging markets. To penetrate these markets, credit bureaus have formed joint ventures or other strategic alliances with local data providers, financial services institutions and key technology partners. Credit bureaus have also begun to expand in key regions through acquisitions, similar to the way that credit bureaus consolidated in the United States.

Economic and market trends

Credit bureaus have benefited from the dramatic expansion of consumer lending. Consumer lending is affected by a number of macroeconomic factors such as GDP growth, interest rates, unemployment, per capita disposable income and consumer spending. The United States and much of the world economy were impacted during the economic recession that began during the second half of 2007, which slowed consumer lending and adversely affected the credit bureau industry. However, during the same period, the credit bureaus benefited from the growing demand for value-added portfolio and risk management services due to the heightened focus on risk mitigation and protection. As the U.S. economy begins to stabilize and improve, we expect demand for credit bureau services to increase.

Our competitive strengths

Global leader in credit information and information management services

We are a leading credit bureau with a global reach as one of only three global credit bureaus. In the United States, we have agreements or relationships with 18 of the top 20 banks, all of the major credit card issuers, 15 of the top 20 collections companies, 9 of the top 10 property and casualty insurance carriers, thousands of healthcare providers and hundreds of healthcare payors. Outside the United States, we have established a variety of wholly-owned businesses and have entered into joint ventures with leading partners in local markets to create localized proprietary databases and offer a suite of comprehensive services that are tailor-made for each market. We leverage various sources of information and our proprietary technologies to provide data, analytical tools and decisioning solutions that enable our business services customers to grow their business and manage risk more effectively.

Attractive business model

We believe we have an attractive business model that has had strong and stable historical cash flow from operations, high revenue visibility and low capital intensity. The mission-critical importance of our services to our customers, the proprietary nature of our technologies and the integration of our systems into customer processes have historically driven high customer retention rates. We have enjoyed long-standing relationships with our customers, including relationships of over ten years with each of our top ten USIS financial services customers. Our vertical and geographic expansion has diversified our revenue streams. Our efficient operating structure and scale have enabled us to generate strong operating margins, while the low capital intensity of our business allows us to continue to invest in selected growth initiatives. We believe that, as a result of operating efficiencies and low capital intensity, we will continue to generate strong and consistent cash flow from operations.

3

Strong global presence

We provide services in a number of countries outside the United States and are well positioned in the following geographies:

• South Africa, where we host the largest credit database on the continent;

• Asia, where we are the only global agency with a credit bureau in Hong Kong;

• India, where we are the technology provider to and part owner of the largest operating credit bureau and provider of analytic and decisioning services;

• Latin America, where we are a major credit bureau in the region and a technology partner to the largest credit bureau in Mexico; and

• Canada, where we are a significant service provider in a market with one other competitor.

We believe our presence in these regions enables continued diversification and expansion and positions us for long-term growth in these markets.

Differentiated information services and capabilities

We maintain integrated relationships with our customers by providing mission-critical services and capabilities. We use high-quality consumer credit information collected from thousands of different sources augmented by additional information sources such as fraud, identity, criminal, health insurance, insurance claims and mortgage lending data. Using this data, we create proprietary databases and matching algorithms that enable us to deliver basic consumer credit data, such as standard data, characteristics and credit reports, and differentiated solutions, including:

• enhanced consumer credit data, such as trend data and mortgage information;

• value-added platforms, such as “triggers” and advanced decisioning; and

• models and analytics, including generic and custom credit scores.

We enhance our offerings by leveraging our research and development and technology innovation.

Industry leading analytical tools

As global credit information services have grown and become more complex, the demand for more sophisticated and robust business decision-making tools has grown. In anticipation of this demand, we have made significant investments to develop next-generation analytical capabilities and services. For example, we have introduced two new platforms to our suite of services:

• our “triggers” platform, which takes daily snapshots of our entire database and analyzes profile information changes, enabling us to identify unique patterns that may predict future consumer behavior and allowing our customers to assess portfolio risks and new customer candidates more effectively; and

• our advanced “decisioning” platform, which leverages multiple data sources to build decision-based rules technology that we offer to customers as a service platform.

Technology platform

To operate, deliver and support our solutions and services, we have developed and continuously invest in a range of proprietary systems and a global technology platform with a strong track record of reliability and scalability.

4

We have built a technology platform with flexible architectures, secure software applications and processing capabilities to manage and deliver our solutions to a variety of customers in different markets. We use robust storage capabilities with large-scale and redundant hardware systems to support our technology infrastructure and continually monitor our systems to ensure that they operate consistently and cost-effectively.

Focus on cost control and operational efficiencies

In 2008, we launched our Operational Excellence Program, through which we were able to implement several cost-saving initiatives:

• a strategic sourcing program, which drives increased control over spending on third-party vendors;

• our labor management strategy, which includes the expanded use of lower-cost resources and allows us to continue to improve, align and integrate our enterprise workforce; and

• our enterprise process improvement, which focuses on streamlining back office functions and improving overall processes.

These cost-control initiatives, which we implemented during the economic downturn, allowed us to achieve significant cost savings and maintain Adjusted EBITDA as a percentage of revenue of over 34% in 2010, consistent with historical Adjusted EBITDA margins, despite a challenging revenue environment.

Proven and experienced management team

We have an experienced senior management team with an average of 15 years of experience in the credit reporting, financial services and information technology industries. Our senior management team has a track record of strong performance and significant experience in the markets served by our USIS, International and Interactive segments. This team has expanded our global footprint, invested in new solutions in market verticals and managed the cost base effectively to maintain a strong operating margin and position us well for future growth.

Our business strategy

We create economic and competitive advantages for our customers. To promote sustainable growth, diversification and a strong global brand, each of our business segments focuses on aligning its resources and efforts with the following priorities:

Investment in innovation and service development

We continually seek to innovate by investing in new data sources and applications to provide our customers with integrated solutions that better meet their needs. Despite the economic downturn, we launched a number of new services and solutions in the past two years. We introduced enhanced analytics and decisioning services to deliver stronger account management, risk management and fraud protection services to our financial services customers. For example, we developed and introduced an adjustable rate mortgage indicator service that provides businesses with tools for risk management purposes and an income estimator solution that is used by credit card issuers to acquire and manage accounts in response to the U.S. Credit Card Accountability, Responsibility and Disclosure Act of 2009 (the “CARD Act”). In International, we have introduced credit sourcing, decisioning and asset monitoring solutions. In Interactive, we launched zendough.com, which targets a consumer demographic that seeks a streamlined, user-friendly, more proactive credit and identity personal solution.

5

Expand the fast-growing International segment

We believe our International segment represents a significant opportunity for growth as economies outside the United States continue to develop and mature. We seek to expand internationally by forming joint ventures and other strategic alliances with local data providers, financial services institutions and key technology partners. In developing markets, such as India, Latin America and Asia, we believe there are significant opportunities for growth as a substantial portion of the population in these economies who are not yet credit active will emerge as consumers of credit. In relatively mature markets, such as Canada and Hong Kong, we will continue to improve our core services and seek to expand into other industries or verticals. In addition, we continue to pursue start-up opportunities in markets we do not currently serve, as well as establish and expand our presence through acquisitions.

Focus on growth markets

We continue to focus on growth markets, such as insurance and healthcare. For example, in insurance, we continue to deliver new fraud detection solutions through improved accuracy and efficiency for the quoting and underwriting process. In the healthcare industry, our acquisition of MedData Health LLC (“MedData”), a leading provider of healthcare information and data solutions for hospitals, physician practices and insurance companies, enables us to deliver new solutions that connect providers and payors. We continue to seek to identify new opportunities in these and other vertical markets in which we can leverage our data assets and core competencies to improve customer performance and drive growth.

Proactive review of cost structure

We strategically manage our investments in people and technology for cost-effective growth. In 2008, we launched our Operational Excellence Program, which has enabled us to reduce costs through four key initiatives: a strategic sourcing program, our labor management strategy, our enterprise process improvement approach and our product cost management focus. We continue to focus on each of these initiatives to improve productivity and long-term cost competitiveness.

Investment in human and intellectual capital

We believe that highly skilled people with relevant subject matter expertise give us a competitive advantage. As a result, we identify areas of strategic need and proactively recruit individuals from our customers’ industries who provide insight and relevant expertise in our key markets. We also continue to invest in training and benefit programs to identify, attract, develop and retain key professionals in the industry.

Sponsor overview

Madison Dearborn Partners, LLC (“Madison Dearborn” or the “Sponsor”), based in Chicago, is an experienced and successful private equity investment firm. In June 2010, affiliates of the Sponsor acquired 51.0% of the outstanding common stock of the Parent, as described in “—The Change in Control Transaction.” The Sponsor has raised over $18 billion of capital since its formation in 1992 and has invested in more than 100 companies. Investment funds affiliated with the Sponsor invest in businesses across a broad spectrum of industries, including basic industries, communications, consumer, energy and power, financial services and health care. The Sponsor’s objective is to invest in companies with strong competitive characteristics that it believes have the potential for significant long-term equity appreciation. To achieve this objective, the Sponsor seeks to partner with outstanding management teams that have a solid understanding of their businesses and track records of building shareholder value.

6

The Change in Control Transaction

On June 15, 2010, MDCPVI TU Holdings, LLC (the “Purchaser”) acquired 51.0% of the outstanding common stock of the Parent from certain existing stockholders of the Parent (the “Sellers”) and certain employee and director stockholders of the Parent. The Purchaser is a Delaware limited liability company beneficially owned by affiliates of the Sponsor. We refer to this transaction as the “Change in Control Transaction.”

The Change in Control Transaction consisted of the following principal components:

• the following debt financing, the proceeds of which we used to repay certain of our outstanding debt and to fund the Merger described below, among other things:

• borrowings of $965.0 million under our new $1,150.0 million senior secured credit facilities, which consisted of $950.0 million of borrowings under our senior secured term loan facility and $15.0 million of borrowings under our $200.0 million senior secured revolving line of credit facility;

• borrowings of approximately $16.7 million on an interest-free basis (the “RFC loan”) from the Pritzker family business interests (as defined in “—Corporate information”); and

• proceeds of approximately $619.2 million, after deducting the initial purchasers’ discounts and other fees and expenses, from the sale of the outstanding notes in the initial offering;

• the merger of a newly formed Delaware corporation (“MergerCo”) with and into the Parent (the “Merger”), with the Parent continuing as the surviving corporation, whereby outstanding shares of common stock of the Parent (other than shares of common stock held by MergerCo and shares of common stock held by stockholders properly exercising appraisal rights) converted into the right to receive cash in an aggregate amount of approximately $1.18 billion and were cancelled pursuant to Delaware law;

• the roll-over of approximately $6.1 million of equity held by certain members of senior management of the Parent into non-voting, non-redeemable shares of common stock of the Parent; and

• the acquisition by the Purchaser of 51.0% of the outstanding common stock of the Parent from the Sellers and certain other stockholders of the Parent.

7

Ownership structure and organizational chart

The following sets forth a simplified summary of our organizational structure

The Issuers and the guarantors, after eliminating the impact of intercompany transactions, represent approximately 97% of our total consolidated liabilities, 71% of our total consolidated assets, 60% of our total consolidated operating income and 78% of our total consolidated revenue.

Corporate co-issuer

The corporate co-issuer is TransUnion Financing Corporation, a wholly-owned subsidiary of Trans Union LLC. TransUnion Financing Corporation was incorporated in Delaware for the sole purpose of serving as co-issuer of the notes in order to facilitate the offering of the notes. TransUnion Financing Corporation does not have any operations or assets of any kind and will not have any revenues.

8

Corporate information

Our business was founded in 1968 as a Delaware corporation. In January 2005, all of the common stock of TransUnion Corp. was distributed to the Pritzker family business interests (as stockholders of our former parent company), and we became a stand-alone corporate group. For purposes of this prospectus, the term “Pritzker family business interests” refers to the following holders of our common stock: (1) various lineal descendants of Nicholas J. Pritzker (deceased) and spouses and adopted children of such descendants; (2) various trusts for the benefit of the individuals described in clause (1) and trustees thereof; and (3) various entities owned and/or controlled, directly and/or indirectly, by the individuals and trusts described in (1) and (2).

Our principal executive offices are located at 555 West Adams Street, Chicago, Illinois 60661. Our telephone number is (312) 985-2000. Our website address is www.transunion.com. The information on, or that may be accessed through, our website is not a part of this prospectus.

9

Summary of the exchange offer

The initial offering On June 15, 2010, the Issuers issued $645,000,000 aggregate principal amount of 11 ³/8% Senior Notes due 2018, Series A under an indenture among the Issuers, the Parent, the subsidiary guarantors and Wells Fargo Bank, National Association, as trustee. The outstanding notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act.

Registration rights agreement In connection with the initial offering, we entered into a registration rights agreement (the “registration rights agreement”) with respect to the outstanding notes. In the registration rights agreement, we agreed, among other things, to use our commercially reasonable efforts to file with the SEC, and cause to become effective, a registration statement relating to an offer to exchange the outstanding notes for an issue of SEC-registered notes with terms identical to the outstanding notes. The exchange offer is intended to satisfy your rights under the registration rights agreement. Except in limited circumstances, after the exchange offer is complete, holders of outstanding notes will no longer be entitled to any exchange or registration rights with respect to their outstanding notes.

The exchange offer We are offering to exchange up to $645,000,000 aggregate principal amount of our new 11 ³/8% Senior Notes due 2018, Series B, which have been registered under the Securities Act (the “exchange notes”), for any and all of our outstanding 11 ³/8% Senior Notes due 2018, Series A (the “outstanding notes”).

In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue exchange notes promptly after the expiration of the exchange offer.

Interest on the outstanding notes accepted for exchange in the exchange offer will cease to accrue upon the issuance of the exchange notes. The exchange notes will bear interest from the date of issuance, and such interest will be payable, together with accrued and unpaid interest on the outstanding notes accepted for exchange, on the first interest payment date following the closing of the exchange offer. Interest will continue to accrue on any outstanding notes that are not exchanged for exchange notes in the exchange offer.

Resales Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued to you in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act provided that:

• the exchange notes are being acquired by you in the ordinary course of your business;

10

• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and

• you are not an affiliate of ours.

If any of these conditions is not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements, you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.

Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell, resale or other transfer of the exchange notes issued to it in the exchange offer.

Expiration date The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2011, unless we decide to extend the expiration date.

Conditions to the exchange offer The exchange offer is subject to customary conditions, which we may waive. See “Exchange offer—Conditions.”

Procedures for tendering outstanding notes If you wish to tender your outstanding notes for exchange in the exchange offer, you must transmit to the exchange agent on or before the expiration date either:

• an original or a facsimile of a properly completed and duly executed copy of the letter of transmittal, which accompanies this prospectus, together with your outstanding notes and any other documentation required by the letter of transmittal, at the address provided on the cover page of the letter of transmittal; or

• if the outstanding notes you own are held of record by The Depository Trust Company (“DTC”) in book-entry form and you are making delivery by book-entry transfer, a computer-generated message transmitted by means of the Automated Tender Offer Program System of DTC (“ATOP”), in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of a confirmation of book-entry transfer. As part of the book-entry transfer, DTC will facilitate the exchange of your outstanding notes and update your account to reflect the issuance of the exchange notes to you. ATOP allows you to electronically

11

transmit your acceptance of the exchange offer to DTC instead of physically completing and delivering a letter of transmittal to the exchange agent.

In addition, you must deliver to the exchange agent on or before the expiration date:

• a timely confirmation of book-entry transfer of your outstanding notes into the account of the exchange agent at DTC if you are effecting delivery of book-entry transfer, or

• if necessary, the documents required for compliance with the guaranteed delivery procedures.

Special procedures for beneficial owners If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.

Withdrawal rights You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time, on                     , 2011.

Effect of not tendering in the exchange offer Any notes now outstanding that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer set forth in the outstanding notes and the indenture. Since the outstanding notes have not been registered under the federal securities laws, they may bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon completion of the exchange offer, we will have no further obligation to register, and currently we do not anticipate that we will register, the outstanding notes under the Securities Act except in limited circumstances with respect to specific types of holders of outstanding notes.

Federal income tax considerations The exchange of outstanding notes will not be a taxable event for United States federal income tax purposes. See “Material United States federal income tax considerations.”

Use of proceeds We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.

Exchange agent Wells Fargo Bank, National Association is serving as the exchange agent in connection with the exchange offer.

12

Summary of terms of the exchange notes

Issuers Trans Union LLC and TransUnion Financing Corporation.

Securities offered $645.0 million aggregate principal amount of 11 ³/8% Senior Notes due 2018, Series B.

Maturity June 15, 2018.

Interest payment dates June 15 and December 15.

Guarantees The exchange notes will be guaranteed jointly and severally on a senior unsecured basis by the Parent and Trans Union LLC’s direct and indirect subsidiaries that guarantee our senior secured credit facilities. See “Description of the notes—Note guarantees.”

Ranking The exchange notes and the guarantees will:

• be the Issuers’ general unsecured obligations;

• rank equally in right of payment with all of the Issuers’ and the guarantors’ existing and future senior indebtedness (including our obligations under our senior secured credit facilities);

• be effectively subordinated to the Issuers’ and the guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness, including obligations outstanding under our senior secured credit facilities;

• be structurally subordinated to all of the existing and future liabilities (including trade payables, but excluding intercompany liabilities) of any of Trans Union LLC’s subsidiaries that do not guarantee the notes; and

• rank senior in right of payment to all of the Issuers’ and the guarantors’ future senior subordinated or subordinated indebtedness.

As of and for the twelve months ended December 31, 2010:

• the Issuers had approximately $1.6 billion of total indebtedness outstanding (including the notes), none of which was subordinated to the notes;

• the Issuers had approximately $945.2 million of secured indebtedness, including borrowings under our senior secured credit facilities (not including additional availability of $200.0 million under our senior secured credit facilities, all of which would be secured if borrowed), to which the notes were effectively subordinated to the extent of the value of the collateral securing such indebtedness;

• the Parent had approximately $14.2 million of indebtedness, all of which would have been structurally subordinated to the notes; and

13

• the Issuers and the guarantors, after eliminating the impact of intercompany transactions, represent approximately 97% of our total consolidated liabilities, 71% of our total consolidated assets, 60% of our total consolidated operating income and 78% of our total consolidated revenue.

As of December 31, 2010, our liabilities reflected on our consolidated balance sheet, including indebtedness and other liabilities such as trade payables and accrued expenses, were approximately $1.8 billion.

Optional redemption The Issuers may redeem any of the exchange notes beginning on June 15, 2014, at the redemption prices set forth in this prospectus plus accrued and unpaid interest.

The Issuers may also redeem any of the exchange notes at any time before June 15, 2014 at a redemption price equal to 100% of the aggregate principal amount of the exchange notes to be redeemed plus a “make-whole” premium and accrued and unpaid interest, if any, to the redemption date.

In addition, at any time before June 15, 2013, the Issuers may redeem up to 35% of the aggregate principal amount of the exchange notes with the net cash proceeds of an initial public offering at a redemption price equal to 111.375% of the principal amount of the exchange notes to be redeemed plus accrued and unpaid interest, if any, to the redemption date.

See “Description of the notes—Optional redemption.”

Change of control; asset sales Upon the occurrence of a change of control, as described in this prospectus, you will have the right to require the Issuers to repurchase all of your exchange notes at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date. See “Description of the notes—Repurchase at the option of holders—Change of control.”

If the Issuers or any of their restricted subsidiaries sell assets under certain circumstances described in this prospectus, the Issuers will be required to make an offer to purchase the exchange notes at their face amount, plus accrued and unpaid interest, if any, to the purchase date. See “Description of the notes—Repurchase at the option of holders—Asset sales.”

Certain covenants The indenture governing the exchange notes restricts the Issuers’ ability and the ability of their restricted subsidiaries to, among other things:

• incur certain additional indebtedness and issue preferred stock;

• make certain dividends, distributions, investments and other restricted payments;

14

• sell certain assets;

• agree to any restrictions on the ability of restricted subsidiaries to make payments to the Issuers;

• create certain liens;

• merge, consolidate or sell substantially all of our assets; and

• enter into certain transactions with affiliates.

The indenture also restricts the activities that TransUnion Financing Corporation can engage in.

These covenants are subject to a number of important exceptions and qualifications. See “Description of the notes.”

No prior market The exchange notes will constitute a new issue of securities with no established trading market. We do not intend to list the exchange notes on any national securities exchange or automated quotation system. Accordingly, no assurance can be given that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time. Accordingly, you may have to bear the financial risks of investing in the exchange notes for an indefinite period of time. The Issuers do not intend to apply for a listing of the exchange notes on any securities exchange or automated dealer quotation system. See “Plan of distribution.”

Use of proceeds We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer. See “Use of proceeds.”

Risk factors You should carefully consider all of the information set forth in this prospectus and, in particular, evaluate the specific factors set forth under “Risk factors” for risks involved with participating in the exchange offer.

15

Summary historical consolidated and other financial data

The following tables set forth summary historical consolidated financial data for TransUnion for the periods ended and as of the dates indicated below.

We have derived the summary historical consolidated financial data as of December 31, 2009 and 2010 and for each of the years in the three-year period ended December 31, 2010 from our audited consolidated financial statements appearing elsewhere in this prospectus. We have derived the summary historical consolidated balance sheet data as of December 31, 2008 from our audited consolidated financial statements as of such date, which are not included in this prospectus.

The summary historical financial data set forth below is only a summary and should be read in conjunction with “Unaudited pro forma consolidated financial data,” “Selected historical consolidated financial data,” “Risk factors,” “Use of proceeds,” “Capitalization,” “Management’s discussion and analysis of financial condition and results of operations” and our historical consolidated financial statements and related notes appearing elsewhere in this prospectus.

	Twelve months ended December 31,
(in millions)	2010			2009			2008
Income statement data:
Revenue	$	956.5		$	924.8		$	1,015.9
Operating expenses:
Cost of services		395.8			404.2			432.2
Selling, general and administrative		263.0			234.6			305.5
Depreciation and amortization		81.6			81.6			85.7
Total operating expenses		740.4			720.4			823.4
Operating income		216.1			204.4			192.5
Non-operating income and expense		(133.1	)		1.3			17.4
Income from continuing operations before income tax		83.0			205.7			209.9
Provision for income tax		(46.3	)		(73.4	)		(75.5	)
Income from continuing operations		36.7			132.3			134.4
Discontinued operations, net of tax		8.2			1.2			(15.9	)
Net income		44.9			133.5			118.5
Less: net income attributable to noncontrolling interests		(8.3	)		(8.1	)		(9.2	)
Net income attributable to TransUnion Corp.	$	36.6		$	125.4		$	109.3
Balance sheet data:
Cash (including cash of discontinued operations)	$	131.2		$	149.1		$	372.8
Total assets		954.2			1,010.0			1,169.3
Total debt		1,606.0			591.3			6.7
Total stockholders’ equity		(862.0	)		249.4			1,003.2

16

Ratio of earnings to fixed charges

	2010		2009		2008		2007		2006
Ratio of earnings to fixed charges		1.8:1		46.7:1		221.6:1		230.4:1		164.1:1

On a pro forma basis, assuming the Change in Control Transaction had occurred on January 1, 2010, and assuming that we had repaid the required $2.4 million quarterly principal payments throughout 2010 and not borrowed additional funds under our senior secured revolving line of credit, the ratio of earnings to fixed charges would have been 1.1:1. See “Unaudited pro forma consolidated financial data.”

17

Risk factors

You should consider carefully the risks and uncertainties described below and the other information in this prospectus before deciding to participate in the exchange offer. Although these are the risks and uncertainties we believe are most important for you to consider, you should know that they are not the only risks or uncertainties facing us or which may adversely affect our business. The following risks and uncertainties could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not presently known or currently believed to be significant may also adversely affect our business and your investment.

Risks related to the exchange offer and our indebtedness

Because there is no public market for the exchange notes, you may not be able to resell your exchange notes.

The offering of the exchange notes has been registered under the Securities Act, but the exchange notes will constitute a new issue of securities with no established trading market, and there can be no assurance as to:

• the liquidity of any trading market that may develop;

• your ability to sell your exchange notes; or

• the price at which you would be able to sell your exchange notes.

If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar securities and our financial performance.

If you tender your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities, and if so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your outstanding notes will continue to be subject to existing transfer restrictions and you may not be able to sell them.

We will not accept your outstanding notes for exchange if you do not follow the proper exchange offer procedures. We will issue exchange notes as part of the exchange offer only after a timely receipt of your outstanding notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your outstanding notes, please allow sufficient time to ensure timely delivery. If we do not receive your outstanding notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your outstanding notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If there are defects or irregularities with respect to your tender of outstanding notes, we may not accept your outstanding notes for exchange. For more information, see “Exchange offer—Procedures for tendering.”

If you do not exchange your outstanding notes, your outstanding notes will continue to be subject to the existing transfer restrictions and you may not be able to sell your outstanding notes.

We did not register the outstanding notes, nor do we intend to do so following the exchange offer. Outstanding notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. If you do not exchange your outstanding notes, you will lose your right to have your outstanding notes exchanged for exchange notes registered under the federal securities laws. As a result, if you hold outstanding notes after the exchange offer, you may not be able to sell your outstanding notes.

18

We have a substantial amount of indebtedness, which could adversely affect our financial position and prevent us from fulfilling our obligations under the exchange notes.

We have a substantial amount of indebtedness. As of December 31, 2010, we had total debt of approximately $1,606.0 million consisting of $645.0 million of outstanding notes, $945.2 million of borrowings under our senior secured credit facilities, and $15.8 million of other debt, of which $14.2 million was debt of the Parent. We may also incur significant additional indebtedness in the future. Our substantial indebtedness may:

• make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the exchange notes and our other indebtedness;

• limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;

• limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;

• require us to use a substantial portion of our cash flow from operations to make debt service payments;

• limit our flexibility to plan for, or react to, changes in our business and industry;

• place us at a competitive disadvantage compared to our less leveraged competitors; and

• increase our vulnerability to the impact of adverse economic and industry conditions.

Despite our current level of indebtedness, we may still be able to incur substantial additional indebtedness. This could exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture limit, but do not prohibit, us or our subsidiaries from incurring additional indebtedness. If we incur any additional indebtedness that ranks equally with the exchange notes and the guarantees, the holders of that indebtedness will be entitled to share ratably with the holders of the exchange notes and the guarantees in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of our business. This may have the effect of reducing the amount of proceeds paid to you. If new indebtedness, including under our senior secured credit facilities, is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

The exchange notes and the guarantees will be unsecured and effectively subordinated to the existing and future secured indebtedness of the Parent, the Issuers, and the guarantors.

The exchange notes and the guarantees will be general unsecured obligations ranking effectively junior in right of payment to all of our and the guarantors’ existing and future secured indebtedness, including indebtedness under our senior secured credit facilities. Additionally, the indenture governing the exchange notes permits us to incur additional secured indebtedness in the future. In the event that we or a guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, any indebtedness that is effectively senior to the exchange notes and the guarantees will be entitled to be paid in full from our assets or the assets of the guarantor, as applicable, securing such indebtedness before any payment may be made with respect to the exchange notes or the affected guarantees. Holders of the exchange notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the exchange notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets.

As of December 31, 2010, the exchange notes and the guarantees were effectively subordinated to:

• $945.2 million of senior secured indebtedness under our senior secured credit facilities; and

• $200.0 million of additional availability under our senior secured credit facilities, which we would have been able to borrow on such date subject to compliance with financial covenants in our senior secured credit facilities.

19

The senior secured credit facilities also contain an uncommitted accordion feature under which we may also incur additional secured indebtedness in an aggregate amount of:

• up to approximately $300 million; plus

• an additional amount of indebtedness under our senior secured credit facilities or separate facilities permitted by our senior secured credit facilities so long as certain financial conditions are met.

The exchange notes and the guarantees will be effectively subordinated to all of the indebtedness we incur under our senior secured credit facilities or separate secured facilities permitted by our senior secured credit facilities, including under the uncommitted accordion feature.

Claims of noteholders will be structurally subordinated to claims of creditors of our subsidiaries that do not guarantee the exchange notes.

Our non-U.S. subsidiaries and certain future subsidiaries that are designated as “unrestricted” in accordance with the terms of the indenture will not guarantee the exchange notes. Accordingly, claims of holders of the exchange notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of these subsidiaries would be available for distribution, upon a liquidation or otherwise, to an issuer or a guarantor of the exchange notes. Although certain of our domestic subsidiaries will guarantee the exchange notes, the guarantees are subject to release under certain circumstances and we will have subsidiaries that are not guarantors. In the event of the liquidation, dissolution, reorganization, bankruptcy or similar proceeding of the business of a subsidiary that is not a guarantor, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to the Issuers or the holders of the exchange notes. In any of these events, the Issuers may not have sufficient assets to pay amounts due on the exchange notes with respect to the assets of that subsidiary.

The Issuers and the guarantors, after eliminating the impact of intercompany transactions, represent 97% of our total consolidated liabilities, 71% of our total consolidated assets, 60% of our total consolidated operating income and 78% of our total consolidated revenue, as of and for the twelve months ended December 31, 2010.

Your ability to transfer the exchange notes will be restricted and may be further limited by the absence of an active trading market.

The offering of the exchange notes has been registered under the Securities Act, but the exchange notes will constitute a new issue of securities with no established trading market. An active market for the exchange notes may not develop or, if developed, such a market may not continue. In addition, subsequent to their initial issuance, the exchange notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors. We do not intend to apply for listing or quotation of the exchange notes on any securities exchange or stock market. The liquidity of any market for the exchange notes will depend on a number of factors, including:

• the number of holders of exchange notes;

• our operating performance and financial condition;

• the market for similar securities;

• the interest of securities dealers in making a market in the exchange notes; and

• prevailing interest rates.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of similar securities. We cannot assure you that the market for the exchange notes will be free from similar disruptions. Any such disruptions could have an adverse effect on holders of the exchange notes.

20

Our corporate structure may impact your ability to receive payment on the exchange notes.

The Parent will unconditionally guarantee the exchange notes. However, the Parent is a holding company whose entire operating income and cash flow is derived from its subsidiaries and whose material assets are its equity interests in its subsidiaries. As a result, the Parent’s guarantee provides little, if any, additional credit support for the exchange notes, and investors should not place undue reliance on such guarantee in evaluating whether to participate in the exchange offer. Furthermore, TransUnion Financing Corporation, the Co-Issuer, does not have any operations or assets of any kind and will not have any revenues.

A guarantee of the exchange notes could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the exchange notes from relying on that guarantor to satisfy claims.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee can be voided, or claims under the guarantee may be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee or, in some states, when payments become due under the guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and:

• was insolvent or rendered insolvent by reason of such incurrence;

• was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

A guarantee may also be voided, without regard to these factors, if a court finds that the guarantor entered into the guarantee with the actual intent to hinder, delay or defraud its creditors. A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee if the guarantor did not substantially benefit directly or indirectly from the issuance of the guarantees. If a court were to void a guarantee, you would no longer have a claim against the guarantor. Sufficient funds to repay the exchange notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from the subsidiary guarantor.

The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all its assets;

• the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

Each subsidiary guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent transfer law. In a recent Florida bankruptcy case that is currently under review by a federal district court in Florida, this kind of provision was found to be ineffective to protect the guarantees.

21

Upon a change of control, we may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the exchange notes, which would violate the terms of the exchange notes.

Upon the occurrence of a change of control, you will have the right to require us to purchase all or any part of your exchange notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. We may not have sufficient financial resources available to satisfy all of our obligations under the exchange notes in the event of a change in control. Further, our ability to repurchase the exchange notes will be contractually restricted under the terms of our senior secured credit facilities. Accordingly, we may be unable to satisfy our obligations to purchase the exchange notes unless we are able to refinance or obtain waivers under our senior secured credit facilities. Our failure to purchase the exchange notes as required under the indenture would result in a default under the indenture and a cross-default under our senior secured credit facilities, each of which could have material adverse consequences for us and the holders of the exchange notes. In addition, our senior secured credit facilities provide that a change of control is a default that permits lenders to accelerate the maturity of borrowings under it. See “Description of the notes—Repurchase at the option of holders—Change of control.”

Covenants in our debt agreements restrict our business in many ways.

The indenture governing the exchange notes and our senior secured credit facilities contain various covenants that limit our ability and/or our restricted subsidiaries’ ability to, among other things:

• incur or assume liens or additional debt or provide guarantees in respect of obligations of other persons;

• issue redeemable stock and preferred stock;

• pay dividends or distributions or redeem or repurchase capital stock;

• prepay, redeem or repurchase debt;

• make loans, investments and capital expenditures;

• enter into agreements that restrict distributions from our subsidiaries;

• sell assets and capital stock of our subsidiaries;

• enter into certain transactions with affiliates; and

• consolidate or merge with or into, or sell substantially all of our assets to, another person.

A breach of any of these covenants could result in a default under the senior secured credit facilities and/or the exchange notes. Upon the occurrence of an event of default under the senior secured credit facilities, the lenders could elect to declare all amounts outstanding under the senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the senior secured credit facilities. If the lenders under the senior secured credit facilities accelerate the repayment of borrowings, we may not have sufficient assets to repay the senior secured credit facilities and our other indebtedness, including the exchange notes. See “Description of other indebtedness.” Our borrowings under our senior secured credit facilities are, and are expected to continue to be, at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable-rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease.

22

If a bankruptcy petition were filed by or against us, you may receive a lesser amount for your claim than you would have been entitled to receive under the indenture governing the exchange notes.

If a bankruptcy petition were filed by or against us under the U.S. Bankruptcy Code after the issuance of the exchange notes, your claim for the principal amount of your exchange notes may be limited to an amount equal to the sum of:

• the original issue price for the exchange notes; and

• any amount of interest that does not constitute “unmatured interest” for purposes of the U.S. Bankruptcy Code.

Accordingly, under these circumstances, you may receive a lesser amount than you would be entitled to under the terms of the indenture governing the exchange notes, even if sufficient funds are available.

Changes in interest rates or in credit ratings issued by statistical rating organizations could adversely affect our cost of financing and the market price of the exchange notes.

Credit rating agencies rate the exchange notes and our other indebtedness on factors that include our operating results, actions that we take, their view of the general outlook for our industry and their view of the general outlook for the economy. Actions taken by the rating agencies can include maintaining, upgrading or downgrading the current rating or placing us on a watch list for possible future downgrading. Downgrading the credit rating of the exchange notes or our other indebtedness or placing us on a watch list for possible future downgrading could limit our ability to access the capital markets to meet liquidity needs and refinance maturing liabilities, increase the interest rates and our cost of financing and lower the market price of the exchange notes.

Our principal stockholders’ interests may conflict with yours.

Affiliates of the Sponsor collectively beneficially own 51.0% of our outstanding common stock and Pritzker family business interests collectively beneficially own approximately 48.2% of our outstanding common stock. As a result, subject to the stockholders agreements described in this prospectus, the Sponsor will be in a position to control all matters affecting us, including decisions regarding extraordinary business transactions, fundamental corporate transactions, appointment of members to our management, election of directors and our corporate and management policies. The interests of the Sponsor could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of the Sponsor might conflict with your interests as a holder of the exchange notes. The Sponsor may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in its judgment, could enhance its equity investments, even though such transactions might involve risks to you as a holder of the exchange notes. See “Certain relationships and related-party transactions” and “Security ownership of certain beneficial owners.”

Risks related to our business

Our revenues are concentrated in the U.S. consumer credit and financial services industries. When these industries experience a downturn, it adversely affects our revenue and the collectability of receivables.

We derive significant revenues from customers in the U.S. consumer credit and financial services industries. Many of our principal customers in these industries are dependent on general macroeconomic conditions and are impacted by the availability of affordable credit and capital, interest rates, inflation, employment levels, consumer confidence and housing demand. Changes in the economy have resulted, and may continue to result, in fluctuations in demand, volumes, pricing and operating margins for our services. For example, the banking and financial market downturn that began in the second half of 2008 caused a greater focus on expense reduction by our customers and led to a decline in their account acquisition mailings, which resulted in reduced revenues from our credit marketing programs. In addition, financial institutions tightened lending standards and granted fewer mortgage loans, student loans, automobile loans and other consumer loans. As a result, we experienced a

23

reduction in our credit report volumes. Further downturns in the residential real estate market could lead to a reduction in the number of mortgage applications and a decline in demand for our credit reports. If businesses in these industries experience economic hardship, there can be no assurance that we will be able to generate future revenue growth or collect our receivables.

There may be further consolidation in our end customer markets, which may adversely affect our revenues.

There has been, and we expect there will continue to be, merger, acquisition and consolidation activity in our customer markets. If our customers merge with, or are acquired by, other entities that are not our customers, or that use fewer of our services, our revenue may be adversely impacted. In addition, industry consolidation could affect the base of recurring transaction-based revenue if consolidated customers combine their operations under one contract, since most of our contracts provide volume discounts.

We are subject to significant competition in many of the markets in which we operate.

We may not be able to compete successfully against our competitors, which could impair our ability to sell our services. We compete on the basis of system availability, differentiated solutions, personalized customer service, breadth of services and price. Our regional and global competitors vary in size, financial and technical capability, and in the scope of the products and services they offer. Some of our competitors may be better positioned to develop, promote and sell their products. Larger competitors may benefit from greater cost efficiencies and may be able to win business simply based on pricing. Our competitors may also be able to respond to opportunities before we do, taking advantage of new technologies, changes in customer requirements, or market trends.

Although our consumer credit reporting business generally has significant barriers to entry, our Interactive segment experiences competition from emerging companies. For example, prior to January 2008, Equifax and Experian were our top competitors for direct-to-consumer credit services, such as credit reports and identity theft protection services. In the past few years there has been an influx of non-bureau companies offering similar services, some leveraging the free services that we must provide by law. These developments have resulted in increased competition.

Many of our competitors have extensive customer relationships, including relationships with our current and potential customers. New competitors, or alliances among competitors, may emerge and gain significant market share. Existing or new competitors may develop products and services that are superior to ours or that achieve greater market acceptance. If we are unable to respond to changes in customer requirements as quickly and effectively as our competition, our ability to expand our business and sell our services may be negatively affected.

Our competitors may be able to sell services at lower prices than us, individually or as part of integrated suites of several related services. This ability may cause our customers to purchase from our competitors rather than us. Price reductions by our competitors could also negatively impact our operating margins and harm our ability to obtain new long-term contracts or renewals of existing contracts on favorable terms.

No assurance can be given that we will be able to compete effectively against current and future competitors. If we fail to successfully compete, our business, financial position and results of operations may be adversely affected.

We depend, in part, on strategic alliances and joint ventures to grow our business. If we are unable to develop and maintain these strategic alliances and joint ventures, our growth may be adversely affected.

An important focus of our business is to identify business partners who can enhance our services and enable us to develop solutions that differentiate us from our competitors. A significant strategy for our international expansion is to establish operations through strategic alliances or joint ventures with local financial institutions and other technical partners. In the international markets we may own a minority equity position and receive

24

royalties for providing the credit bureau software and technical advice. Alternatively, we may enter into revenue sharing arrangements for sales distribution channels and access to data or analytical services.

We often use strategic alliances, joint ventures and other distribution channels to develop new products and to expand into geographical markets where we identify opportunities for growth. We cannot provide assurance that these arrangements will be successful or that our relationships with our partners will continue to be mutually beneficial. If these relationships cannot be maintained it could negatively impact our business, financial condition and results of operations.

Data security and integrity are critically important to our business, and breaches of security, unauthorized disclosure of confidential information, or the perception that confidential information is not accurate or secure, could result in a material loss of business, substantial legal liability, or significant harm to our reputation.

Several of our services are accessed through secure transmissions over public networks, including the internet. The information accessed generally includes confidential consumer, financial and personal information. The disclosure, loss or corruption of this data could subject us to substantial liability or disrupt our operations. Although we take reasonable precautions to prevent the unauthorized access to, or disclosure of, this data through technical and contractual means, we cannot be certain that the networks that access our services and proprietary databases will not be compromised, whether by advances in criminal capabilities, new discoveries in the field of cryptography, or otherwise. Information security breaches in connection with the delivery of our services or other well-publicized security breaches could be detrimental to our reputation, business, financial condition and results of operations.

Concerns about data security and integrity have led to a growing number of regulatory bodies adopting, or considering the adoption of, consumer notification requirements in the event their information is accessed by unauthorized persons. Compliance with a large number of conflicting and complex consumer notification laws could prove to be expensive and difficult. A failure to comply with these regulations could subject us to regulatory scrutiny or liability.

Our customers and we are subject to various current governmental regulations, and could be affected by new laws or regulations, compliance with which may cause us to incur significant expenses, and if we fail to maintain satisfactory compliance with certain regulations, we could be subject to civil or criminal penalties.

Our businesses and the businesses of our customers are subject to various significant international, federal, state and local laws and regulations, including but not limited to privacy and consumer data protection, health and safety, tax, labor, financial and environmental regulations. These laws and regulations are complex, change frequently and have tended to become more stringent over time. We and our customers may be required to incur significant expenses to comply with, or to remedy, violations of these laws and regulations. Changes in laws or regulations, or the manner in which they are interpreted or enforced, could reduce demand for our services from affected customers including customers in the consumer credit and financial services industries, and any such reduced demand could reduce our revenues. Any failure by us to comply with applicable laws or regulations could also result in cessation of our operations or portions of our operations or impositions of fines and restrictions on our ability to carry on or expand our operations. In addition, because many of our services are regulated or sold into regulated industries, we must comply with additional regulations in marketing our services.

The United States Congress recently passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act established the Bureau of Consumer Financial Protection (the “CFPB”) and significant portions of the Dodd-Frank Act related to the CFPB become effective on July 21, 2011. The CFPB has broad powers to promulgate, administer and enforce consumer financial regulations. Final regulations could place significant restrictions on our business and the businesses of our customers, particularly customers in the lending industry. Compliance with the Dodd-Frank Act, CFPB regulations, or other new laws, regulations or interpretations could result in substantial compliance costs or otherwise adversely impact our business and our results of operations.

25

If we experience system failures or capacity constraints, the delivery of our services to our customers could be delayed or interrupted, which could harm our business and reputation and result in the loss of customers.

Our ability to provide reliable service largely depends on the efficient and uninterrupted operation of our computer network, systems and data centers, some of which have been outsourced to third-party providers. Any significant interruptions could severely harm our business and reputation and result in a loss of revenue and customers. Our systems and operations could be exposed to damage or interruption from fire, natural disaster, power loss, war, terrorist act, telecommunications failure, unauthorized access and computer viruses. The online services we provide are dependent on links to telecommunications providers. In addition, we generate a significant amount of our revenues through telesales centers and websites that we utilize to acquire new customers, fulfill services and respond to customer inquiries. We may not have sufficient redundant operations to cover a loss or failure of these systems in a timely manner. Further, our property and business interruption insurance may not be adequate to compensate us for all losses that may occur.

We are subject to losses from risks for which we do not insure.

For certain risks, we do not maintain insurance coverage because of cost and/or availability. Because we retain some portion of insurable risks, and in some cases self-insure completely, unforeseen or catastrophic losses in excess of insured limits could materially adversely affect our financial performance, operating results and financial condition.

We could lose our access to data sources which could prevent us from providing our services.

We depend extensively upon data from external sources, including data received from customers, strategic partners and various government and public record depositories to create the services we provide to our customers. Our data providers could stop providing data, or increase our costs for their data, for a variety of reasons. We could also become subject to legislative, regulatory or judicial restrictions on the collection or use of such data, in particular if such data is not collected by our providers in a way that allows us to legally use the data. In some cases, we compete with our data providers. If we lost access to this external data or if our access was restricted or became less economical, our ability to provide services could be negatively impacted, which would adversely affect our reputation, business, financial condition and results of operations. We cannot provide assurance that we will be successful in maintaining our relationships with these external data source providers or that we will be able to continue to obtain data from them on acceptable terms. Furthermore, we cannot provide assurance that we will be able to obtain data from alternative sources if our current sources become unavailable.

If we are unable to develop successful new services in a timely manner, or if the market does not adopt our new services, our ability to increase our revenue could be adversely affected.

The growth of our business depends on our ability to sell new services that meet the changing needs of the marketplace. To increase our revenues, we must continue to introduce new services and develop new versions of existing services that keep pace with technological developments and satisfy increasingly sophisticated customer requirements. Services that we plan to market in the future are in various stages of development, and the process of developing new services is complex and uncertain. We must commit significant resources to this effort before knowing whether our investments will result in services the market will accept. We may not successfully execute on our new services because of errors in planning or timing, technical hurdles that we fail to overcome, misunderstandings about market demand, changes in regulation, or lack of appropriate resources. Failure in execution or marketplace acceptance of the new services could result in competitive advantages for our competitors, including better differentiated and more timely solutions, which could adversely affect our reputation, business, financial condition and results of operations.

If we fail to keep up with rapidly changing technologies, demand for our services could be adversely affected.

In our markets, there are continuous improvements in computer hardware, network operating systems, programming tools, programming languages, operating systems, database technology and the use of the internet.

26

Changes in customer preferences or regulatory requirements may require changes in the technology used to deliver our services. Our future success will depend, in part, upon our ability to:

• internally develop new and competitive technologies;

• use leading third-party technologies effectively; and

• respond to changing customer needs and regulatory requirements.

We cannot provide assurance that we will successfully implement new technologies or adapt our technology to customer, regulatory and competitive requirements. If we fail to respond to changes in technology, regulatory requirements or customer preferences, the demand for our services, or the delivery of our services, could be adversely affected.

Our ability to expand our operations in, and the portion of our revenue derived from, markets outside the United States is subject to economic, political and other inherent risks, which could adversely impact our growth rate and financial performance.

Over the last several years, we derived a growing portion of our revenues from customers outside the United States, and it is our intent to continue to expand our international operations. We have sales and technical support personnel in numerous countries worldwide. We expect to continue to add international personnel to expand our abilities to deliver differentiated services to our international customers. Expansion into international markets will require significant resources and management attention and will subject us to new regulatory, economic and political risks. Moreover, the services we offer in developing and emerging markets must match our customers’ demand for those services. Due to price, limited purchasing power and differences in the development of consumer credit markets, there can be no assurance that our services will be accepted in any particular developing or emerging markets. We cannot be sure that our international expansion efforts will be successful. The results of our operations and our growth rate could be negatively affected by a variety of factors arising out of international commerce, some of which are beyond our control. These factors include:

• currency exchange rate fluctuations;

• foreign exchange controls that might prevent us from repatriating cash to the United States;

• difficulties in managing and staffing international offices;

• increased travel, infrastructure, legal and compliance costs of multiple international locations;

• foreign laws and regulatory requirements;

• terrorist activity, natural disasters and other catastrophic events;

• restrictions on the import and export of technologies;

• difficulties in enforcing contracts and collecting accounts receivable;

• longer payment cycles;

• maintenance of quality standards for outsourced work;

• potentially unfavorable tax rules;

• political and economic conditions in foreign countries, particularly in emerging markets;

• varying business practices in foreign countries; and

• reduced protection for intellectual property rights.

As we continue to expand our business, our success will partially depend on our ability to anticipate and effectively manage these and other risks. Our failure to manage these risks could adversely affect our business, financial condition and results of operations.

27

Our cost management strategy may not be effective, which may adversely affect our financial results.

Our cost management strategy includes strategic sourcing, labor management, streamlining back-office functions and improving overall processes. Although we have implemented such plans and continue to explore means by which we can control or reduce expenses, there can be no assurance that we will be able to realize all the projected benefits of our cost management strategies. If we are unable to realize these anticipated cost reductions, our financial results may be adversely affected. Moreover, our operations and performance may be disrupted by our cost-management and facilities-integration efforts.

We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or force us to reduce our prices.

Our success depends, in part, on our ability to protect and preserve the proprietary aspects of our technology and services. If we are unable to protect our intellectual property, our competitors could use our intellectual property to market similar services, decreasing the demand for our services. We may be unable to prevent third parties from using our proprietary assets without our authorization. We rely on patents, copyrights, trademarks, and contractual and trade secret restrictions to protect and control access to our proprietary intellectual property. However, these measures afford limited protection and may be inadequate. Enforcing our rights could be costly, time-consuming, distracting and harmful to significant business relationships. Additionally, others may develop non-infringing technologies that are similar or superior to ours. Any significant failure or inability to adequately protect and control our proprietary assets may harm our business and reduce our ability to compete.

We may face claims for intellectual property infringement, which could subject us to monetary damages or limit us in using some of our technologies or providing certain services.

There has been substantial litigation in the United States regarding intellectual property rights in the information technology industry. There is a risk that we may infringe the intellectual property rights of third parties. As we expand our international operations, there is a risk that we could infringe the intellectual property rights of third parties in other countries, which could result in liability to us. In the event that claims are asserted against us, we may be required to obtain licenses from third parties. Intellectual property infringement claims against us could subject us to liability for damages and restrict us from providing services or require changes to certain services. Although our policy is to obtain licenses or other rights where necessary, we cannot provide assurance that we have obtained all required licenses or rights. If a successful claim of infringement is brought against us and we fail to develop non-infringing services, or to obtain licenses on a timely and cost-effective basis, our reputation, business, financial condition and results of operations could be adversely affected.

The outcome of litigation or regulatory proceedings in which we are involved, or in which we may become involved, could subject us to significant monetary damages or restrictions on our ability to do business.

Various legal proceedings arise during the normal course of our business. These include individual consumer cases, class action lawsuits and actions brought by federal or state regulators. The outcome of these proceedings is difficult to assess or quantify. Plaintiffs in these lawsuits may seek recovery of large amounts and the cost to defend this litigation may be significant. There may also be adverse publicity associated with litigation that could decrease customer acceptance of our services. In addition, a court-ordered injunction or an administrative cease-and-desist order may require us to modify our business practices or may prohibit conduct that would otherwise be legal and in which our competitors may engage. As a consumer reporting agency, we are subject to a wide variety of technical and complex statutes, including state and federal credit reporting, medical privacy, and financial privacy requirements, which may provide for civil and criminal penalties and may permit consumers to maintain individual or class actions and obtain statutorily prescribed damages. While we do not believe that the outcome of any pending or threatened litigation or regulatory enforcement action will have a material adverse effect on our financial position, litigation is inherently uncertain and adverse outcomes could result in significant monetary damages, penalties or injunctive relief against us. For example, in 2008, pursuant to

28

the terms of a settlement agreement with respect to certain class action proceedings known as the Privacy Litigation (as defined in “Business—Legal proceedings”), we paid $75.0 million into a fund for the benefit of class members and are required to provide approximately 600,000 individuals with up to 9 months of free credit monitoring services. In addition, our insurance coverage may be insufficient to cover adverse judgments. See “Business—Legal proceedings” for further information regarding the Privacy Litigation and other material pending litigation.

When we engage in acquisitions, investments in new businesses or divestitures of existing businesses, we will face risks that may adversely affect our business.

We acquire or make investments in businesses that offer complementary services and technologies. Future acquisitions may not be completed on favorable terms and acquired assets, data or businesses may not be successfully integrated into our operations. Any acquisitions or investments will include risks commonly encountered in acquisitions of businesses, including:

• failing to achieve the financial and strategic goals for the acquired business;

• paying more than fair market value for an acquired company or assets;

• failing to integrate the operations and personnel of the acquired businesses in an efficient and timely manner;

• disrupting our ongoing businesses;

• distracting management focus from our ongoing businesses;

• acquiring unanticipated liabilities;

• failing to retain key personnel;

• incurring the expense of an impairment of assets due to the failure to realize expected benefits;

• damaging relationships with employees, customers or strategic partners; and

• diluting the share value of existing stockholders.

Any divestitures will be accompanied by the risks commonly encountered in the sale of businesses, which may include:

• disrupting our ongoing businesses;

• reducing our revenues;

• losing key personnel;

• distracting management focus from our ongoing businesses;

• damaging relationships with employees and customers as a result of transferring a business to new owners; and

• failure to close a transaction due to conditions such as financing or regulatory approvals not being satisfied.

These risks could harm our business, financial condition or results of operations, particularly if they occur in the context of a significant acquisition. Acquisitions of businesses having a significant presence outside the United States will increase our exposure to the risks of conducting operations in international markets.

If our outside service providers and key vendors are not able to fulfill their service obligations, our operations could be disrupted and our operating results could be harmed.

We depend on a number of service providers and key vendors such as telephone companies, software engineers, data processors and software and hardware vendors who are critical to our operations. These service providers

29

and vendors are involved with our service offerings, communications and networking equipment, computer hardware and software and related support and maintenance. Although we have implemented service-level agreements and have established monitoring controls, our operations could be disrupted if we do not successfully manage relationships with our service providers or if they do not perform to service level agreements. If our service providers and vendors do not perform their service obligations, it could adversely affect our reputation, business, financial condition and results of operations.

Our access to the capital and credit markets could be adversely affected by economic conditions.

Historically, we have relied on cash from operations to fund our working capital and business growth. We may require additional capital from equity or debt financing in the future. The capital and credit markets have become more volatile as a result of recent adverse economic conditions. Our access to funds under short-term credit facilities is dependent on the ability of the participating banks to meet their funding commitments. Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity, or due to changing or increased regulations.

Our relationships with key long-term customers may not continue.

We have long-standing relationships with a number of our large customers. Market competition, customer requirements and customer consolidation through mergers or acquisitions could adversely affect our ability to continue these relationships. There is no guarantee that we will be able to retain or renew existing agreements with these customers on acceptable terms. At the end of the contract term, customers have the opportunity to renegotiate their contracts with us and to consider whether to engage one of our competitors to provide services. The loss of one or more of our major customers could adversely affect our business, financial condition and results of operations.

To the extent the availability of free or relatively inexpensive consumer information increases, the demand for some of our services may decrease.

Public sources of free or relatively inexpensive consumer information have become increasingly available, particularly through the internet, and this trend is expected to continue. Governmental agencies in particular have increased the amount of information to which they provide free public access. Public sources of free or relatively inexpensive consumer information may reduce demand for our services. To the extent that our customers choose not to obtain services from us and instead rely on information obtained at little or no cost from these public sources, our business, financial condition and results of operations may be adversely affected.

If we experience changes in tax laws or adverse outcomes resulting from examination of our income tax returns, it could adversely affect our results of operations.

We are subject to federal, state and local income taxes in the United States and in foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. Our future effective tax rates and the value of our deferred tax assets could be adversely affected by changes in tax laws. In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes. Although we believe we have made appropriate provisions for taxes in the jurisdictions in which we operate, changes in the tax laws or challenges from tax authorities under existing tax laws could adversely affect our financial condition and results of operations.

We may not be able to attract and retain the skilled employees that we need to support our business.

Our success depends on our ability to attract and retain experienced management, sales, research and development, marketing and technical support personnel. If any of our key personnel were unable or unwilling to continue in their present positions, it may be difficult to replace them and our business could be seriously

30

harmed. The complexity of our services requires trained customer service and technical support personnel. We may not be able to hire and retain such personnel at compensation levels consistent with our compensation structure. Some of our competitors may be able to offer more attractive terms of employment. In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expense replacing employees, and our ability to provide quality services could diminish, resulting in a material adverse effect on our business.

Risks related to our industry

Economic, political and market forces beyond our control could reduce demand for our services and harm our business.

Since mid-2007, global credit and other financial markets have suffered substantial volatility, illiquidity and disruption. These forces reached unprecedented levels during 2008 and 2009, resulting in some financial institutions filing for bankruptcy, being acquired or being provided with government assistance through intervention programs. These recent market developments and the potential for increased and continuing disruptions present considerable risks to our businesses and operations. These types of disruptions could lead to a decline in the volumes of services we provide our customers and negatively impact our revenue and results of operations.

Changes in legislation or regulations governing consumer privacy may affect our ability to collect, manage and use personal information.

The credit reporting industry is subject to substantial government regulation. Because personal information is stored in our databases, we are vulnerable to changes in government regulations and adverse publicity concerning the use of our data. We provide data and services that are subject to various federal, state and local laws and regulations. See “Business—Regulatory matters” for further discussion. These laws and regulations are designed to protect the privacy of the public and to prevent the misuse of personal information in the marketplace. There has been an increasing public concern about the use of personal information, particularly Social Security numbers, department of motor vehicle data, dates of birth, financial information and medical information. As a result, there may be legislative or regulatory efforts to further restrict the use of this personal information. In addition, we provide credit reports and scores to consumers for a fee, and this income stream may be reduced or interrupted by legislation. For example, in 2003, the United States Congress passed a law requiring us to provide consumers with one credit report per year free of charge. Recently, legislation was introduced requiring us to provide credit scores to consumers without charge. Changes in applicable legislation or regulations that restrict our ability to collect and disseminate information, or that require us to provide services to customers or a segment of customers without charge, could result in decreased demand for our services or increase our compliance costs and adversely affect our business, financial position and results of operations.

31

Forward-looking statements

Any statements made in this prospectus that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at the time such statements were made. Although we believe that these forward-looking statements and projections are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. Factors that may materially affect such forward-looking statements include:

• our ability to provide our services at competitive prices;

• our ability to manage and expand our operations;

• economic trends and adverse developments in the debt, consumer credit and financial services markets;

• further consolidation in our end customer markets;

• our ability to effectively develop and maintain strategic alliances and joint ventures;

• our ability to maintain the security and integrity of our data;

• government regulation and changes in the regulatory environment;

• our ability to deliver services timely without interruption;

• our ability to maintain our access to data sources;

• our ability to timely develop new services;

• our ability to manage expansion of our businesses into international markets;

• our ability to effectively manage our costs;

• economic stability in international markets where we operate;

• our ability to make acquisitions and integrate the operations of other businesses;

• our ability to access the capital markets;

• our ability to retain or renew existing agreements with long-term customers;

• reliance on key management personnel; and

• other factors described under “Risk factors.”

Many of these factors are beyond our control. The forward-looking statements contained in this prospectus speak only as of the date of this prospectus. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements, to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events. For further information or other factors which could affect our financial results and such forward-looking statements, see “Risk factors.”

32

Exchange offer

Purpose and effect of the exchange offer

Under the registration rights agreement, we have agreed that we will:

• use our commercially reasonable efforts to file with the SEC and cause to become effective a registration statement relating to offers to exchange the outstanding notes for an issue of SEC-registered notes with terms identical to the outstanding notes (except that the exchange notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described below);

• keep the exchange offer open for at least 20 business days after the date we mail notice of such exchange offer to holders; and

• file and use our reasonable best efforts to cause to become effective a shelf registration statement for the resale of outstanding notes in certain circumstances.

We will pay additional interest on the outstanding notes for the periods described below if the exchange offer with respect to the outstanding notes is not completed on or before the date that is 485 days after the issue date of the outstanding notes. If a registration default occurs, the interest rate on the notes will increase by 0.25% per annum for the first 90-day period after such date, and by an additional 0.25% per annum for each subsequent 90-day period until all registration defaults are cured, subject to a maximum additional interest rate of 1.00% per year over the interest rate shown on the cover of this prospectus.

Terms of the exchange offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. You may tender some or all of your outstanding notes pursuant to the exchange offer. However, the outstanding notes tendered must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

• the exchange notes bear a Series B designation and a different CUSIP number from the outstanding notes;

• the exchange notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof; and

• the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions providing for an increase in the interest rate on the outstanding notes in certain circumstances relating to the timing of the exchange offer, all of which rights will terminate when the exchange offer to which this prospectus relates are terminated.

The exchange notes will evidence the same debt as the outstanding notes and will be entitled to the benefits of the indenture relating to the outstanding notes.

As of the date of this prospectus, $645.0 million aggregate principal amount of outstanding notes are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

33

Holders of outstanding notes do not have any appraisal or dissenters’ rights under the General Corporation Law of the State of Delaware or the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder.

We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us.

If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this prospectus or otherwise, the certificates for any unaccepted outstanding notes will be returned, without expense, to the tendering holder thereof promptly following the expiration date of the exchange offer.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “—Fees and expenses.”

Expiration date; extensions; amendments

The term “expiration date” means 5:00 p.m., New York City time, on                     , 2011, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” will mean the latest date and time to which the exchange offer is extended.

In order to extend the exchange offer, we will make a press release or other public announcement and notify the exchange agent of any extension by oral or written notice, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion, (1) to delay accepting any outstanding notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “—Conditions” have not been satisfied, by giving oral or written notice of any delay, extension or termination to the exchange agent or (2) to amend the terms of the exchange offer in any manner. Such decision will also be communicated in a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day following such decision. Any announcement of delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders.

Interest on the exchange notes

The exchange notes will bear interest from their date of issuance. Holders of outstanding notes that are accepted for exchange will receive accrued interest thereon to, but not including, the date of issuance of the exchange notes. Such interest will be paid with the first interest payment on the exchange notes on                     , 2011. Interest on the outstanding notes accepted for exchange will cease to accrue upon issuance of the exchange notes.

Interest on the exchange notes is payable semi-annually on June 15 and December 15.

Procedures for tendering

Only a holder of outstanding notes may tender outstanding notes in the exchange offer. To tender in the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal or transmit an agent’s message in connection with a

34

book-entry transfer, and mail or otherwise deliver the letter of transmittal or the facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. To be tendered effectively, the outstanding notes, letter of transmittal or an agent’s message and other required documents must be completed and received by the exchange agent at the address set forth below under “—Exchange agent” prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent prior to the expiration date.

The term “agent’s message” means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book-entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the outstanding notes that the participant has received and agrees: (1) to participate in ATOP; (2) to be bound by the terms of the letter of transmittal; and (3) that we may enforce the agreement against the participant.

To participate in the exchange offer, you will be required to make the following representations to us:

• Any exchange notes to be received by you will be acquired in the ordinary course of your business.

• At the time of the commencement of the exchange offer, you are not engaging in and do not intend to engage in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act.

• At the time of the commencement of the exchange offer, you have no arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act.

• You are not our affiliate as defined in Rule 405 promulgated under the Securities Act.

• If you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, you will deliver a prospectus in connection with any resale of the exchange notes. We refer to these broker-dealers as participating broker-dealers.

• You are not a broker-dealer tendering outstanding notes directly acquired from us for your own account.

• You are is not acting on behalf of any person or entity that could not truthfully make these representations.

Your tender and our acceptance thereof will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal or agent’s message.

The method of delivery of outstanding notes and the letter of transmittal or agent’s message and all other required documents to the exchange agent is at your election and sole risk. As an alternative to delivery by mail, you may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or outstanding notes should be sent to us. You may request your respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for you.

Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. See “Letter to Beneficial Owners” included with the letter of transmittal.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an eligible guarantor institution (as defined in the letter of transmittal) unless the outstanding notes tendered

35

pursuant to the letter of transmittal are tendered (1) by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of an eligible guarantor institution. In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in this prospectus, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the outstanding notes with the signature thereon guaranteed by an eligible guarantor institution.

If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, the person signing should so indicate when signing, and evidence satisfactory to us of its authority to so act must be submitted with the letter of transmittal.

We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at DTC for the purpose of facilitating the exchange offer, and subject to the establishment thereof, any financial institution that is a participant in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account with respect to the outstanding notes in accordance with DTC’s procedures for the transfer. Although delivery of the outstanding notes may be effected through book-entry transfer into the exchange agent’s account at DTC, unless an agent’s message is received by the exchange agent in compliance with ATOP, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth in this prospectus on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to DTC does not constitute delivery to the exchange agent.

All questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular outstanding notes, provided, however, that, to the extent such waiver includes any condition to tender, we will waive such condition as to all tendering holders. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

Guaranteed delivery procedures

If you wish to tender your outstanding notes and (1) your outstanding notes are not immediately available, (2) you cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent or (3) you cannot complete the procedures for book-entry transfer, prior to the expiration date, you may effect a tender if:

1. the tender is made through an eligible guarantor institution;

36

2. prior to the expiration date, the exchange agent receives from an eligible guarantor institution a properly completed and duly executed Notice of Guaranteed Delivery by facsimile transmission, mail or hand delivery setting forth your name and address, the certificate number(s) of the outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the certificate(s) representing the outstanding notes or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and any other documents required by the letter of transmittal will be deposited by an eligible guarantor institution with the exchange agent; and

3. the properly completed and executed letter of transmittal or facsimile thereof, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a “Notice of Guaranteed Delivery” will be sent you if you wish to tender your outstanding notes according to the guaranteed delivery procedures set forth above.

Withdrawal of tenders

Except as otherwise provided in this prospectus, tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a tender of outstanding notes in the exchange offer, you must send either a notice of withdrawal to the exchange agent at its address set forth in this prospectus or you must comply with the appropriate withdrawal procedures of DTC’s ATOP. Any notice of withdrawal must be in writing and:

1. specify the name of the person having deposited the outstanding notes to be withdrawn;

2. identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;

3. be signed by you in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender; and

4. specify the name in which any outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn.

All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, which determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes that have been tendered but that are not accepted for exchange will be returned to you without cost to you promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described above under “—Procedures for tendering” at any time prior to the expiration date.

37

Conditions

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange notes for, any outstanding notes, and may, prior to the expiration of the exchange offer, terminate or amend the exchange offer as provided in this prospectus before the acceptance of the outstanding notes, if:

1. any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; or

2. any material adverse development has occurred with respect to us or any of our subsidiaries that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; or

3. any law, statute, rule, regulation or interpretation by the staff of the SEC is proposed, adopted or enacted that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer or impair the contemplated benefits of the exchange offer to us; or

4. any governmental approval has not been obtained, which failure to obtain, in our judgment, would reasonably be expected to impair consummation of the exchange offer as contemplated by this prospectus.

If we determine, in our reasonable discretion, that any of the conditions are not satisfied, we may (1) refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders, (2) extend the exchange offer and retain all outstanding notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders to withdraw the outstanding notes (see “—Withdrawal of tenders”) or (3) waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered outstanding notes that have not been withdrawn.

Exchange agent

Wells Fargo Bank, National Association has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for Notice of Guaranteed Delivery should be directed to the exchange agent addressed as follows:

By registered mail or certified mail:

Wells Fargo Bank, National Association

MAC – N9303-121

Corporate Trust Operations

P.O. Box 1517

Minneapolis, Minnesota 55480-1517

By regular mail or overnight courier:

Wells Fargo Bank, National Association

MAC – N9303-121

Corporate Trust Operations

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479

By hand:

Wells Fargo Bank, National Association

Northstar East Building – 12th floor

Corporate Trust Services

608 Second Avenue South

Minneapolis, Minnesota 55402

38

Facsimile transmission (eligible institutions only):

(612) 667-6282

For information or to confirm receipt of facsimile by telephone (call toll-free):

(800) 344-5128

Delivery of the letter of transmittal to an address other than as set forth above or transmission of the letter of transmittal via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery of the letter of transmittal. Delivery of documents to DTC does not constitute delivery to the exchange agent.

Fees and expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telephone, in person or by other means by our and our affiliates’ officers and regular employees.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with these services.

We will pay the cash expenses to be incurred by us in connection with the exchange offer. Such expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

Accounting treatment

The exchange notes will be recorded at the same carrying value as the outstanding notes, which is face value, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer.

Consequences of failure to exchange

The outstanding notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, the outstanding notes may be resold only:

1. to us upon redemption thereof or otherwise;

2. so long as the outstanding notes are eligible for resale pursuant to Rule 144A, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;

3. outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act; or

4. pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

After completion of the exchange offer, we will have no further obligation to provide for the registration under the Securities Act of any outstanding notes except in limited circumstances with respect to specific types of holders of outstanding notes and we do not intend to register any remaining outstanding notes under the Securities Act.

39

Resale of the exchange notes

With respect to resales of exchange notes, based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that a holder or other person who receives exchange notes, other than a person that is our affiliate within the meaning of Rule 405 under the Securities Act, in exchange for outstanding notes in the ordinary course of business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes, will be allowed to resell the exchange notes to the public without further registration under the Securities Act and without delivering to the purchasers of the exchange notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder of outstanding notes acquires exchange notes in the exchange offer for the purpose of distributing or participating in a distribution of the exchange notes, the holder cannot rely on the position of the staff of the SEC expressed in the no-action letters or any similar interpretive letters, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. Further, each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes.

40

Use of proceeds

This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated by this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus. We will retire or cancel all of the outstanding notes tendered in the exchange offer. The outstanding notes were issued on June 15, 2010 to fund a portion of the Change in Control Transaction.

41

Capitalization

The following table sets forth, as of December 31, 2010, our consolidated cash and cash equivalents and capitalization. This information should be read in conjunction with “Unaudited pro forma consolidated financial data,” “Use of proceeds,” “Selected historical consolidated financial data,” “Management’s discussion and analysis of financial condition and results of operations” and our audited consolidated financial statements and related notes appearing elsewhere in this prospectus.

(in millions)	As of December 31, 2010
Cash and cash equivalents	$	131.2
ADSR note payable(1)		1.6
Senior secured credit facilities		945.2
Outstanding notes		645.0
RFC loan		14.2
Total debt	$	1,606.0
Total stockholders’ equity		(862.0	)
Total capitalization	$	744.0

⁽¹⁾ Represents an unsecured non-interest bearing note payable to the sellers of ADSR, a software solutions company we acquired in 2007.

In connection with the Change in Control Transaction, we incurred $1,626.7 million of debt, consisting of our senior secured credit facilities, the outstanding notes and the RFC loan. The proceeds from this debt were used to finance a portion of the Change in Control Transaction and to repay existing debt. See Note 13, “Debt,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

Total stockholders’ equity is negative at December 31, 2010 because the Change in Control Transaction was accounted for as a recapitalization of the Company in accordance with Accounting Standards Codification (“ASC”) 805 “Business Combinations,” with the necessary adjustments reflected in the equity section of our balance sheet. See Note 2, “Change in Control,” of our audited consolidated financial statements appearing elsewhere in this prospectus for additional information regarding the Change in Control Transaction.

42

Unaudited pro forma consolidated financial data

On June 15, 2010, the Purchaser, an affiliate of the Sponsor, acquired 51.0% of the outstanding common stock of the Parent from the Sellers. In connection with this Change in Control Transaction, we incurred $1,626.7 million of debt as discussed in Note 2, “Change in Control,” and Note 13, “Debt,” of our audited consolidated financial statements appearing elsewhere in this prospectus and “Summary—The Change in Control Transation.” Net income for the year ended December 31, 2010 includes interest expense on this debt from June 15, 2010, the date of the Change in Control Transaction.

Had the Change in Control Transaction (including the incurrence of the related debt financing) occurred on January 1, 2010 and assuming we had paid the required $2.4 million quarterly principal payments throughout 2010 and not borrowed additional funds under our senior secured revolving line of credit, total 2010 interest expense on all debt would have been approximately $58 million higher, $37 million net of tax, including approximately $55 million of additional cash interest expense and $3 million of additional amortization of deferred financing fees

The preceding unaudited pro forma consolidated financial data is for informational purposes only and does not purport to represent what our results of operations would have been had the Change in Control Transaction occurred on January 1, 2010. We cannot assure you that the assumptions used by our management, which they believe are reasonable, for the preparation of this pro forma consolidated financial data would have proven to be correct.

You should read this “Unaudited pro forma consolidated financial data” section together with “Selected historical consolidated financial data,” “Risk factors,” “Use of proceeds,” “Capitalization,” “Management’s discussion and analysis of financial condition and results of operations” and our audited consolidated financial statements and related notes appearing elsewhere in this prospectus.

On February 10, 2011, we amended the agreement governing our senior secured credit facilities at terms that are more favorable to us. This amendment resulted in a reduction in the interest rate, payment of additional financing fees that will be amortized over the life of the senior secured term loan facility, and the write-off of previously unamortized financing fees associated with the original senior secured term loan facility. See “Description of other indebtedness” and Note 26, “Subsequent Events,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

43

Selected historical consolidated financial data

The following tables set forth selected historical consolidated financial data for TransUnion for the periods ended and as of the dates indicated below.

We have derived the selected historical consolidated financial data as of December 31, 2009 and 2010 and for each of the years in the three-year period ended December 31, 2010 from our audited consolidated financial statements appearing elsewhere in this prospectus. We have derived the selected historical consolidated balance sheet data as of December 31, 2006, 2007 and 2008 from our audited consolidated financial statements as of such dates, which are not included in this prospectus. We have derived the selected historical consolidated income statement data for each of the years ended December 31, 2006 and 2007 from our audited consolidated financial statements for such periods, which are not included in this prospectus.

You should read the following financial data together with “Unaudited pro forma consolidated financial data,” “Risk factors,” “Use of proceeds,” “Capitalization,” “Management’s discussion and analysis of financial condition and results of operations” and our audited consolidated financial statements and related notes appearing elsewhere in this prospectus.

	Twelve months ended or at December 31,
(in millions)	2010		2009		2008		2007		2006
Income statement data:
Revenue(1)	$	956.5	$	924.8	$	1,015.9	$	1,060.0	$	1,003.4
Operating income(1)(2)		216.1		204.4		192.5		251.1		262.6
Income from continuing operations(1)(2)(4)		36.7		132.3		134.4		190.2		195.0
Net income(4)		44.9		133.5		118.5		155.5		193.0
Balance sheet data:
Total assets(3)	$	954.2	$	1,010.0	$	1,169.3	$	1,535.6	$	1,370.7
Long-term debt	$	1,590.9	$	451.6	$	6.2	$	5.6	$	2.4

⁽¹⁾ All years exclude amounts from discontinued operations. See Note 20, “Discontinued Operations,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

⁽²⁾ Operating income for 2010 includes $20.7 million of additional stock-based compensation expense due to the accelerated vesting of outstanding restricted stock as a result of the Change in Control Transaction and a nonrecurring gain of $3.9 million on the trade in of mainframe computers. Operating income for 2008 includes $47.3 million of expense related to the Privacy Litigation. See “Business—Legal proceedings.”

⁽³⁾ The decrease in total assets at December 31, 2010 reflects cash used to partially fund the Change in Control Transaction. The decrease in total assets at December 31, 2009 reflects cash paid for the stock repurchase of approximately $900 million in December 2009, partially offset by loan proceeds of approximately $600 million received throughout 2009. The decrease in total assets at December 31, 2008 reflects the cash paid for the stock repurchase of approximately $400 million in November 2008. See Note 2, “Change in Control,” Note 13, “Debt,” and Note 14, “Stock Repurchases,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

⁽⁴⁾ Beginning January 1, 2009, net income attributable to noncontrolling interests is no longer subtracted from income from continuing operations or net income as codified in ASC 810, “Consolidation.” Accordingly, the figures reported in the table above include net income attributable to the noncontrolling interest of $8.3 million, $8.1 million, $9.2 million, $7.5 million and $6.9 million in each respective year.

44

Management’s discussion and analysis

of financial condition and results of operations

The following discussion of our financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, “Unaudited pro forma consolidated financial data,” “Selected historical consolidated financial data,” “Risk factors,” “Use of proceeds,” “Capitalization” and our audited consolidated financial statements and the related notes appearing elsewhere in this prospectus. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in “Forward-looking statements” and “Risk factors.”

Overview

TransUnion is a global leader in credit and information management services, with operations in the United States, Africa, Canada, Asia, India and Latin America. We develop, maintain and enhance a number of secured proprietary information databases to support our operations. We compile payment history, accounts receivable information, and other information such as bankruptcies, liens and judgments, for consumers and businesses. We maintain reference databases of current consumer names, addresses and telephone numbers, which are used for identity verification and fraud management solutions. We obtain this information from a variety of sources, including credit-granting institutions and public records. We build and maintain these databases and, using our proprietary information management systems, make the resulting products available to our customers through a variety of services.

Our business customers rely on us to help them improve efficiency, manage risk, increase revenue and reduce costs by delivering comprehensive and accurate data and advanced analytics and decisioning. Through credit reports, credit scores, analytical services and decision technology, we help businesses acquire new customers, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt and manage fraud. We use credit-related financial data, coupled with technology and analytical capabilities, to provide services to business customers across a variety of industries.

For our individual consumer customers, we provide the tools, resources and education to help them manage their credit. Services include credit reports, credit scores and other credit monitoring services, which we provide to individuals primarily through our websites transunion.com, truecredit.com and zendough.com.

We primarily compete with two other global credit reporting companies, Equifax, Inc. and Experian plc, both of which offer a range of consumer credit reporting services similar to the services we offer. We also compete with a number of smaller, specialized companies, which collectively offer a variety of competing niche services.

Segment information

We manage our business and report our financial results in three operating segments:

• USIS;

• International; and

• Interactive.

We also report expenses for Corporate, which provides support services to each operating segment. See Note 21, “Operating Segments,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

In 2007, we decided to exit the businesses comprising our Real Estate Services segment. We completed the sale of the primary real estate business in April 2008 and sold the remaining business of the segment in 2010. The

45

assets, liabilities and operating activity of the Real Estate Services segment are reported as discontinued operations in our financial statements. See Note 20, “Discontinued Operations,” of our audited consolidated financial appearing elsewhere in this prospectus.

Business environment and outlook

During the course of 2010, we saw increased signs of market stabilization driven in part due to lower interest rates that helped improve results in our core USIS and International businesses. In addition, recent acquisitions and favorable exchange rates have contributed to increases in revenue.

These improvements were tempered by continuing consumer uncertainty as consumer spending remained far below the levels prior to the 2008 global financial crises. During 2010, concerns remained over continuing high unemployment, tightness in the consumer credit market and a housing market that saw a continuing decline. These concerns have negatively impacted all of our segments and will likely continue to have a negative impact until markets further improve and the uncertainty subsides.

New financial regulations and laws have introduced challenges and opportunities for us and our customers. A recent Federal Trade Commission (the “FTC”) ruling has limited the way we are able to market our direct-to-consumer products online, which has reduced revenue in our Interactive segment. We have reacted to this new ruling by directing these customers to our zendough.com website. During the third quarter of 2010, the Dodd-Frank Act became law. We continue to assess this situation to determine the best way to mitigate any negative impact of the eventual regulations and to determine how we can take advantage of any new market opportunities these regulations may create.

We have also begun to see an increase in demand for our credit marketing services as the uncertainties of recent credit card regulations have eased and our customers have increased their credit marketing programs and have begun to engage in new lending activities.

Company strategy

We have identified growth and diversification as a key strategic corporate objective. We believe that we have growth potential in multiple markets, both domestically and internationally. Consistent with this objective, we completed the following initiatives since the end of 2009:

• On December 31, 2009, we acquired MedData, a leading provider of healthcare information and data solutions for hospitals, physician practices and insurance companies and integrated it into our USIS segment during 2010. We completed this acquisition to expand our healthcare product line and customer base and further leverage our existing operating model.

• During the first quarter of 2010 we launched our consumer website, zendough.com, in part to take advantage of opportunities created by the FTC ruling on marketing products to individuals seeking their free annual credit report by directing these customers to zendough.com.

• During the third quarter of 2010, we acquired a 51% ownership interest in Databusiness S.A. (“Chile”), the second largest credit bureau in Chile, which we believe to be a country with a stable economy and potential for growth.

We continue to look at a number of strategic acquisitions and partnerships in the healthcare, insurance, international and other markets consistent with this growth objective. We also continue to focus on organic growth opportunities, including new products and services as well as startup operations in specific international markets.

During 2010, we incurred a significant amount of additional debt to fund a portion of the Change in Control Transaction and will incur additional interest expense that will impact our net income for 2010 and beyond. We anticipate that our cash flows from operations will be sufficient to cover the additional interest expense and required principal payments on the loans. See “Unaudited pro forma consolidated financial data.”

46

Key performance indicators

Management, including our chief operating decision maker, evaluates the financial performance of our businesses based on a variety of key indicators. These indicators include revenue, Adjusted Operating Income, Adjusted EBITDA, cash provided by operating activities and capital expenditures. For the years ended December 31, 2010, 2009 and 2008 these indicators were as follows:

										Change
	Year ended December 31,									2010 vs. 2009						2009 vs. 2008
(dollars in millions)	2010			2009			2008			$			%			$			%
Revenue	$	956.5		$	924.8		$	1,015.9		$	31.7			3.4	%	$	(91.1	)		(9.0	)%
Reconciliation of operating income to Adjusted Operating Income and Adjusted EBITDA:
Operating income	$	216.1		$	204.4		$	192.5		$	11.7			5.7	%	$	11.9			6.2	%
Adjustments(1)		17.5			—			47.3			17.5			nm			(47.3	)		nm
Adjusted Operating Income(2)	$	233.6		$	204.4		$	239.8		$	29.2			14.3	%	$	(35.4	)		(14.8	)%
Depreciation and amortization		81.6			81.6			85.7			—			—			(4.1	)		(4.8	)%
Stock-based compensation(4)		10.8			16.1			20.1			(5.3	)		(32.9	)%		(4.0	)		(19.9	)%
Earnings from equity method investments		8.4			5.3			6.6			3.1			58.5	%		(1.3	)		(19.7	)%
Dividends received from cost method subsidiaries		0.5			0.5			0.7			—			—			(0.2	)		(28.6	)%
Net income attributable to non-controlling interests		(8.3	)		(8.1	)		(9.2	)		(0.2	)		(2.5	)%		1.1			12.0	%
Adjusted EBITDA(5)	$	326.6		$	299.8		$	343.7		$	26.8			8.9	%	$	(43.9	)		(12.8	)%
Reconciliation of net income to Adjusted EBITDA:
Net income	$	44.9		$	133.5		$	118.5		$	(88.6	)		(66.4	)%	$	15.0			12.7	%
Net interest expense (income)		89.1			—			(20.6	)		89.1			nm			20.6			nm
Income taxes		46.3			73.4			75.5			(27.1	)		(36.9	)%		(2.1	)		(2.8	)%
Depreciation and amortization		81.6			81.6			85.7			—			—			(4.1	)		(4.8	)%
Discontinued operations		(8.2	)		(1.2	)		15.9			(7.0	)		nm			(17.1	)		nm
Net income attributable to noncontrolling interests		(8.3	)		(8.1	)		(9.2	)		(0.2	)		(2.5	)%		1.1			12.0	%
Other income and expense(3)		52.9			4.5			10.5			48.4			nm			(6.0	)		(57.1	)%
Stock-based compensation(4)		10.8			16.1			20.1			(5.3	)		(32.9	)%		(4.0	)		(19.9	)%
Adjustments(1)		17.5			—			47.3			17.5			nm			(47.3	)		nm
Adjusted EBITDA(5)	$	326.6		$	299.8		$	343.7		$	26.8			8.9	%	$	(43.9	)		(12.8	)%
Other Cash Metrics:
Cash provided by operating activities of continuing operations	$	204.6		$	251.8		$	230.4		$	(47.2	)		(18.7	)%	$	21.4			9.3	%
Cash paid for capital expenditures of continuing operations		46.8			56.3			93.5			(9.5	)		(16.9	)%		(37.2	)		(39.8	)%

nm: not meaningful

⁽¹⁾ For 2010, operating expenses included $20.7 million of additional stock-based compensation and $0.5 million of related payroll taxes due to the accelerated vesting of outstanding restricted stock awards, and $0.2 of other related expenses as a result of the Change in Control Transaction. See Note 16, “Stock-Based Compensation,” of our audited consolidated financial statements appearing elsewhere in this prospectus. Also included in 2010 is a nonrecurring gain of $3.9 million on the trade in of mainframe computers. For 2008, operating expenses included $47.3 million related to the settlement of the Privacy Litigation. See “Business—Privacy litigation.”

47

⁽²⁾ Adjusted Operating Income is a non-GAAP measure. The reconciliation of Adjusted Operating Income to its most directly comparable GAAP measure, operating income, is included in the table above. For a further discussion of our definition of Adjusted Operating Income, how we use it, why we present it, and material limitations on its usefulness, see “Financial information—Use of non-GAAP financial measures.”

⁽³⁾ Includes all other income and expense except for earnings from equity method investments and dividends received from cost method investments.

⁽⁴⁾ The adjustment for stock-based compensation includes our stock-based compensation except for the additional stock-based compensation related to the accelerated vesting of restricted stock excluded from operating income as discussed in footnote 1 above.

⁽⁵⁾ Adjusted EBITDA is a non-GAAP measure. The reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, net income, is included in the table above. For a further discussion on our definition of Adjusted EBITDA, how we use it, why we present it and material limitations on its usefulness, see “Financial information—Use of non-GAAP financial measures.”

Results of operations

2010 financial highlights

• On June 15, 2010, the Purchaser, an affiliate of the Sponsor, acquired 51.0% of the outstanding common stock of the Parent from the Sellers. The Change in Control Transaction was accounted for as a recapitalization of the Company in accordance with ASC 805, “Business Combinations,” with the necessary adjustments reflected in the equity section and the retention of the historical book values of assets and liabilities on the balance sheet as of June 15, 2010.

• Total revenue increased 3.4% compared to 2009. USIS revenue increased 1.4%, primarily due to the inclusion of MedData revenue in 2010 and increased market stabilization in the second half of 2010. International revenue increased 15.1% due to an increase in local currency revenue in both developed and emerging markets, the impact of strengthening foreign currencies and the inclusion of the Chile revenue beginning in August 2010. On an organic constant currency basis, excluding Chile, international revenue increased 4.6%. Interactive revenue decreased 2.0%, but the number of direct and indirect subscribers both increased.

• Operating expenses increased 2.8% compared to 2009. This increase was primarily due to additional stock-based compensation expense relating to the Change in Control Transaction, costs related to the acquisition of MedData and the impact of strengthening foreign currencies, partially offset by cost reductions from process improvements, strategic sourcing and cost management initiatives and other nonrecurring cost reductions. See “Summary—The Change in Control Transaction” and Note 16, “Stock-Based Compensation,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

48

Revenue

For 2010, total revenue increased $31.7 million compared to 2009, due to an increase in our customers’ credit marketing programs, revenue from our recent acquisitions, organic growth and strengthening foreign currencies in our International segment. For 2009, total revenue decreased $91.1 million compared to 2008, due to the decline in economic conditions and the global financial crisis that began in late 2008. Revenue by segment and a more detailed explanation of revenue within each segment follows:

							Change
	Twelve months ended December 31,						2010 vs. 2009						2009 vs. 2008
(dollars in millions)	2010		2009		2008		$			%			$			%
U.S. Information Services:
Online Data Services	$	439.7	$	458.6	$	513.5	$	(18.9	)		(4.1	)%	$	(54.9	)		(10.7	)%
Credit Marketing Services		120.4		115.4		139.3		5.0			4.3	%		(23.9	)		(17.2	)%
Decision Services		75.9		53.5		55.5		22.4			41.9	%		(2.0	)		(3.6	)%
Total U.S. Information Services	$	636.0	$	627.5	$	708.3	$	8.5			1.4	%	$	(80.8	)		(11.4	)%
International:
Developed Markets	$	86.6	$	79.4	$	85.6	$	7.2			9.1	%	$	(6.2	)		(7.2	)%
Emerging Markets		109.2		90.7		90.4		18.5			20.4	%		0.3			0.3	%
Total International	$	195.8	$	170.1	$	176.0	$	25.7			15.1	%	$	(5.9	)		(3.4	)%
Interactive	$	124.7	$	127.2	$	131.6	$	(2.5	)		(2.0	)%	$	(4.4	)		(3.3	)%
Total revenue	$	956.5	$	924.8	$	1,015.9	$	31.7			3.4	%	$	(91.1	)		(9.0	)%

U.S. Information Services Segment

For 2010, USIS revenue increased $8.5 million compared to 2009, due to an increase in our customers’ credit marketing programs and the inclusion of revenue from the MedData acquisition, partially offset by unfavorable conditions in the consumer credit markets. For 2009, USIS revenue decreased $80.8 million compared to 2008, due to the downturn in economic conditions and credit markets that affected all service lines.

Online Data Services. Revenue in Online Data Services is driven primarily by the volume of credit reports that our customers purchase. Online credit report unit volume decreased 1.7% in 2010 and 13.2% in 2009. For 2010 and 2009, decreases in volume in the financial services market, driven by unfavorable conditions in the consumer credit markets, were partially offset by increases in volume in the insurance market, resulting in a revenue decrease of $18.9 million in 2010 and $54.9 million in 2009.

Credit Marketing Services. Revenue in Credit Marketing Services is driven primarily by demand for customer acquisition and portfolio review services. For 2010, overall requests for Credit Marketing Services increased due to an increase in our customers’ credit marketing programs, with an increase in demand for custom data sets and archive information for both customer acquisition and portfolio review services, resulting in an increase in revenue of $5.0 million. For 2009, overall requests for Credit Marketing Services decreased due to the declining credit markets, with a decrease in demand for acquisition services partially offset by an increase in demand for portfolio review services, resulting in a decrease in revenue of $23.9 million.

Decision Services. Revenue in Decision Services is driven primarily by demand for services that provide our customers with online, real-time decisions at the point of interaction between a consumer and business customer. For 2010, $19.8 million of revenue from MedData and an increase in demand for other Decision Services resulted in an increase in revenue of $22.4 million. For 2009, demand for Decision Services decreased due to the declining consumer credit markets, resulting in a decrease in revenue of $2.0 million.

49

International Segment

For 2010, International revenue increased $25.7 million, or 15.1%, compared to 2009, due to an increase in local currency revenue in both developed and emerging markets, the impact of strengthening foreign currencies and the inclusion of the Chile revenue beginning in August 2010. On a constant currency basis, revenue increased 6.2% in 2010 compared to 2009. On an organic constant currency basis, which excludes Chile, revenue increased 4.6%. For 2009, International revenue decreased $5.9 million, or 3.4%, compared to 2008, primarily due to the impact of the strengthening U.S. dollar. On a constant currency basis, revenue was relatively flat compared to 2008.

Developed Markets. For 2010, developed markets revenue increased $7.2 million, or 9.1%, compared to 2009. On a constant currency basis revenue increased 3.0%, with increases in all countries. The impact of a stronger Canadian dollar contributed the remaining 6.1% of the 2010 increase. For 2009, developed markets revenue decreased $6.2 million, or 7.2%, compared to 2008. On a constant currency basis, revenue decreased 2.0%, with decreases in Canada and Puerto Rico partially offset by an increase in Hong Kong. The impact of a weaker Canadian dollar contributed the remaining 5.2% of the 2009 decrease.

Emerging Markets. For 2010, emerging markets revenue increased $18.5 million, or 20.4%, compared to 2009. On a constant currency basis revenue increased 9.4%, with increases in most countries. On an organic constant currency basis, which excludes Chile, revenue increased 6.5%. The impact of a stronger South African rand contributed the remaining 11.0% of the 2010 increase. South Africa revenue comprised approximately 76% of the emerging markets revenue in 2010. For 2009, emerging markets revenue increased $0.3 million, or 0.3%, compared to 2008. On a constant currency basis revenue increased 2.3%, with increases in African and East Asian countries and India partially offset by decreases in Latin American countries. This increase was partially offset by the impact of weaker South African rand, which decreased revenue 2.0%.

Interactive Segment

For 2010, Interactive revenue decreased $2.5 million compared to 2009, due to a decrease in the volume of transactions through our indirect channel, partially offset by an increase in the average number of subscribers. For 2009, Interactive revenue decreased $4.4 million compared to 2008, due to a decrease in the average number of subscribers.

Revenue in the Interactive segment is derived through our direct and indirect channels from subscription and transaction-based sales. For 2010, revenue in our direct channel decreased $2.1 million compared to 2009, due to a $6.4 million decrease in transaction-based revenue, including a $5.7 million decrease resulting from an FTC ruling that limits the way we market our products to individuals visiting annualcreditreport.com for their federally-mandated free credit report. This decrease was partially offset by a $4.3 million increase in subscription-based revenue resulting from the launch of zendough.com, which helped drive a 3.1% increase in the average number of direct subscribers. Revenue in our indirect channel decreased $0.4 million compared to 2009, due to a $3.5 million decrease in transaction-based revenue, partially offset by a $3.1 million increase in subscription-based revenue resulting from a 23.5% increase in the average number of indirect subscribers. For 2009, revenue in our direct channel decreased $1.9 million compared to 2008, primarily due to a decrease in transaction-based revenue. Revenue in our indirect channel decreased $2.5 million compared to 2008, due to a $4.7 million decrease resulting from the loss of a large indirect client, which drove a 46.0% decrease in the average number of indirect subscribers, partially offset by a $2.2 million increase in transaction-based revenue.

Operating expenses

For 2010, total operating expenses increased $20.0 million compared to 2009, due to $20.7 million of stock-based compensation expense resulting from the Change in Control Transaction, $18.9 million of costs related to the MedData acquisition, and $9.8 million from the impact of strengthening foreign currencies, partially offset by

50

cost reductions from process improvements, strategic sourcing, cost management initiatives and other nonrecurring cost reductions. For 2009, total operating expenses decreased $103.0 million compared to 2008, due to the $47.3 million litigation expense related to the Privacy Litigation that we settled in 2008, a decrease in product costs in our Interactive segment and other cost management initiatives that reduced operating expenses during 2009. Operating expenses for each year were as follows:

							Change
	Twelve months ended December 31,						2010 vs. 2009						2009 vs. 2008
(dollars in millions)	2010		2009		2008		$			%			$			%
Cost of services	$	395.8	$	404.2	$	432.2	$	(8.4	)		(2.1	)%	$	(28.0	)		(6.5	)%
Selling, general and administrative		263.0		234.6		305.5		28.4			12.1	%		(70.9	)		(23.2	)%
Depreciation and amortization		81.6		81.6		85.7		—			—			(4.1	)		(4.8	)%
Total operating expenses	$	740.4	$	720.4	$	823.4	$	20.0			2.8	%	$	(103.0	)		(12.5	)%

Cost of services

For 2010, cost of services decreased $8.4 million compared to 2009, due to a reduction in data center maintenance costs in our USIS segment resulting from the renegotiation of our data center maintenance agreement, a reduction in royalty costs due to the resolution of a contract dispute and a nonrecurring gain on the trade in of computer hardware, partially offset by the inclusion of $6.4 million of MedData costs, $7.9 million of additional stock-based compensation expense resulting from the Change in Control Transaction and the impact of strengthening foreign currencies. For 2009, cost of services decreased $28.0 million compared to 2008 due to a decrease in product costs of $18.1 million in the Interactive segment as a result of feature changes in our core product, along with savings from process improvements, strategic sourcing and labor cost management and a decrease in product costs due to lower sales volume.

Selling, general and administrative

For 2010, selling, general and administrative costs increased $28.4 million compared to 2009, due to $12.8 million of additional stock-based compensation expense resulting from the Change in Control Transaction, the inclusion of $8.1 million of MedData costs, the impact of strengthening foreign currencies and an increase in advertising expense, partially offset by reductions from other cost management initiatives. For 2009, selling, general and administrative costs decreased $70.9 million compared to 2008, due to $47.3 million of litigation expense in 2008 related to the Privacy Litigation and a decrease in compensation costs in our USIS segment and Corporate as a result of various cost saving initiatives. These decreases were partially offset by an increase in advertising costs in the Interactive segment.

Depreciation and amortization

For 2010, depreciation and amortization were flat compared to 2009 as the increase in MedData-related depreciation and amortization was offset by a decrease in other depreciation and amortization resulting from lower capital expenditures in 2010 and 2009 compared to 2008. For 2009, depreciation and amortization decreased $4.1 million compared to 2008, due to a lower level of capital expenditures for the year.

51

Operating income and operating margins

										Change
	Twelve months ended December 31,									2010 vs. 2009						2009 vs. 2008
(dollars in millions)	2010			2009			2008			$			%			$			%
Operating income:
U.S. Information Services	$	177.1		$	164.2		$	213.0		$	12.9			7.9	%	$	(48.8	)		(22.9	)%
International		62.7			55.8			61.7			6.9			12.4	%		(5.9	)		(9.6	)%
Interactive		37.7			46.4			33.1			(8.7	)		(18.8	)%		13.3			40.2	%
Corporate		(61.4	)		(62.0	)		(115.3	)		0.6			1.0	%		53.3			46.2	%
Total operating income	$	216.1		$	204.4		$	192.5		$	11.7			5.7	%	$	11.9			6.2	%
Operating margin(1):
U.S. Information Services		27.8	%		26.2	%		30.1	%					1.6	%					(3.9	)%
International		32.0	%		32.8	%		35.1	%					(0.8	)%					(2.3	)%
Interactive		30.2	%		36.5	%		25.2	%					(6.3	)%					11.3	%
Total operating margin		22.6	%		22.1	%		18.9	%					0.5	%					3.2	%

⁽¹⁾ When comparing changes for margins, variance changes are based on a “basis point” change.

For 2010, consolidated operating income increased $11.7 million and operating margin increased by 50 basis points compared to 2009, due to the increase in revenue, partially offset by the increased stock-based compensation expense resulting from the Change in Control Transaction. For 2009, consolidated operating income increased $11.9 million and operating margin increased by 320 basis points compared to 2008, due to a $47.3 million decrease in Privacy Litigation expense in Corporate and a decrease in product and labor costs, partially offset by the decrease in revenue.

For 2010, operating margin for the USIS segment increased due to the increase in revenue and decrease in royalty and data center maintenance costs and the nonrecurring gain on the trade in of computer hardware. Operating margin for the International segment decreased due to an increase in labor costs, partially offset by the increase in revenue. Operating margin for the Interactive segment decreased due to the decrease in revenue and increase in advertising expense.

For 2009, operating margin for the USIS segment decreased because a substantial portion of the expenses were fixed while revenue for the segment decreased. Operating margin for the International segment also decreased due to the decrease in revenue. Operating margin for the Interactive segment increased due to product feature changes that significantly reduced our product costs and a decrease in mail and call center costs, partially offset by the decrease in revenue and an increase in advertising expense.

Non-operating income and expense

										Change
	Twelve months ended December 31,									2010 vs. 2009						2009 vs. 2008
(dollars in millions)	2010			2009			2008			$			%			$			%
Interest expense	$	(90.1	)	$	(4.0	)	$	(0.9	)	$	(86.1	)		nm		$	(3.1	)		nm
Interest income		1.0			4.0			21.5			(3.0	)		(75.0	)%		(17.5	)		(81.4	)%
Other income and (expense), net		(44.0	)		1.3			(3.2	)		(45.3	)		nm			4.5			nm
Total non-operating income and expense	$	(133.1	)	$	1.3		$	17.4		$	(134.4	)		nm		$	(16.1	)		nm

nm: not meaningful

52

Interest expense increased $86.1 million for 2010 due to the new debt incurred in connection with the Change in Control Transaction. See “Summary—The Change in Control Transaction” and Note 13 “Debt,” to our audited consolidated financial statements appearing elsewhere in this prospectus. See Note 26, “Subsequent Event,” to our audited consolidated financial statements appearing elsewhere in this prospectus for changes to our senior secured credit facilities subsequent to December 31, 2010. Interest expense increased $3.1 million for 2009 due to new debt incurred in connection with the November 2009 stock repurchase. See Note 14, “Stock Repurchases,” to our audited consolidated financial statements appearing elsewhere in this prospectus.

Interest income decreased $3.0 million for 2010 and $17.5 million for 2009, due to falling interest rates and a lower balance of investable funds. The decrease in investable funds was due to cash used for the stock repurchases made during the fourth quarter of 2008 and 2009 as discussed in Note 14, “Stock Repurchases,” of our audited consolidated financial statements appearing elsewhere in this prospective, and cash used to fund the Change in Control Transaction.

For 2010, other income and expense resulted in a net increase in expense of $45.3 million compared to 2009. For 2010, other income and expense includes $28.7 million of acquisition fees and $20.5 million of loan fees primarily due to the new debt used to fund a portion of the Change in Control Transaction. Loan fees included a $10.0 million fee for the lender’s commitment to provide a bridge loan for the Change in Control Transaction that we did not utilize, and $8.9 million of previously unamortized deferred financing fees related to our old senior unsecured credit facility that was repaid as part of the Change in Control Transaction. The loan fees also included $2.7 million of commitment fees and amortization of deferred financing fees related to the undrawn portion of the senior secured revolving line of credit that was outstanding in 2010. Other income and expense also included a $2.1 million loss realized on the settlement of the swap instruments we held as an interest rate hedge on our old senior unsecured credit facility that was repaid in connection with the Change in Control Transaction. See Note 13, “Debt,” of our audited consolidated financial statements appearing elsewhere in this prospectus. For 2010, other income and expense also includes a $3.1 million increase in income from unconsolidated affiliates.

For 2009, other income and expense resulted in a net increase in income of $4.5 compared to 2008. For 2009, other income and expense includes $3.4 million of acquisition expenses, primarily related to the MedData acquisition as discussed in Note 19, “Business Acquisitions,” of our audited consolidated financial statements appearing elsewhere in this prospectus. For 2009, other income and expense also included $5.3 million of income from unconsolidated affiliates. For 2008, other income and expense included a $7.7 million impairment charge taken on marketable securities and $2.9 million of realized foreign exchange losses, partially offset by $6.6 million of income from unconsolidated affiliates.

Provision for income taxes

										Change
	Twelve months ended December 31,									2010 vs. 2009						2010 vs. 2009
(dollars in millions)	2010			2009			2008			$			%			$			%
Provision for income taxes	$	46.3		$	73.4		$	75.5		$	(27.1	)		(36.9	)%	$	(2.1	)		(2.8	)%
Effective income tax rate		55.8	%		35.7	%		36.0	%

For 2010, the decrease in the provision for income taxes was due to the costs incurred for the Change in Control Transaction and the increase in interest expense resulting from the new debt. The increase in the 2010 effective tax rate was primarily due to the nondeductible expenses related to the Change in Control Transaction and the limitation on our foreign tax credit resulting from the increased interest expense. For 2009, the provision and effective tax rate were relatively flat compared to 2008.

53

Discontinued operations, net of tax

								Change
	Twelve months ended December 31,							2010 vs. 2009				2009 vs. 2008
(dollars in millions)	2010		2009		2008			$		%		$		%
Discontinued operations, net of tax	$	8.2	$	1.2	$	(15.9	)	$	7.0		nm	$	17.1		nm

nm: not meaningful

During the first quarter of 2010, we completed the sale of the remaining business comprising our Real Estate Services segment and will have no significant ongoing relationship with this business in the future. Revenue for the Real Estate Services segment was $3.7 million in 2010, $18.8 million in 2009 and $44.8 million in 2008. Net income from the real estate discontinued operations for 2010 included an operating loss of $2.7 million and a gain on the final disposal of the business of $5.2 million. Net income from these discontinued operations included income of $1.5 million in 2009 and a loss of $15.9 million in 2008. The 2008 loss included $13.1 million of tax expense resulting from the recognition of a valuation allowance against the deferred tax asset recognized for the impairment and sale of the segment.

During the second quarter of 2010, we completed the sale of our third-party collection business in South Africa (the “collection business”) to the existing minority stockholders and will have no significant ongoing relationship with this business in the future. Revenue for the collection business was $1.3 million in 2010, $4.2 million in 2009 and $5.9 million in 2008. Net income from the collection business discontinued operations included income of $5.7 million in 2010 and losses of $0.3 million in 2009 and less than $0.1 million in 2008. The 2010 gain included an operating loss of less than $0.1 million and a gain of $3.7 million, $5.7 million after tax benefit, on the final disposal of this business.

See Note 20, “Discontinued Operations,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

Significant changes in assets and liabilities

Our balance sheet at December 31, 2010, as compared to December 31, 2009, was impacted by the following:

• The balance of current and long-term debt increased $1,014.7 million from December 31, 2009, primarily to fund the Change in Control Transaction. We incurred $1,626.7 million of new debt to partially fund the Change in Control Transaction and repay our old $500.0 million senior unsecured credit facility. We also exercised our right to sell our auction rate securities to UBS Bank USA and UBS Financial Services, Inc. (together, “UBS”) under a line of credit agreement we entered into with UBS in the first quarter of 2009, and used the proceeds from the sale and redemption of these securities to repay the $89.1 million line of credit. See Note 2, “Change in Control,” Note 4, “Marketable Securities,” and Note 13, “Debt,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

• The balance of retained earnings and treasury stock decreased from December 31, 2009, primarily due to the Change in Control Transactions and the retirement of all treasury stock. The Change in Control Transaction was accounted for as a recapitalization of the Company in accordance with ASC 805, “Business Combinations,” with the necessary adjustments reflected in the equity section and the retention of the historical book values of assets and liabilities on the balance sheet as of June 15, 2010. See Note 2, “Change in Control,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

• The balance in other assets increased $58.4 million from December 31, 2009, primarily due to a net increase of $49.2 million in deferred financing fees related to the Change in Control Transaction and

54

from the purchase of an additional equity interest in an unconsolidated subsidiary in India. See Note 8, “Other Assets,” and Note 13, “Debt,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

• The balance of short-term and other marketable securities decreased $116.8 million from December 31, 2009, primarily due to the sale and redemption of our auction rate securities held at UBS. In addition to the proceeds from the sale of these securities, we sold $25.0 million of auction rate securities at par to an entity owned by Pritzker family business interests and used the proceeds to partially fund the Change in Control Transaction. See Note 2, “Change in Control,” Note 4, “Marketable Securities,” and Note 13, “Debt,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

• The balances of total current assets and liabilities of discontinued operations as of December 31, 2010, decreased from December 31, 2009, due to the sale of our title insurance business and the third-party collection business in South Africa. See Note 20, “Discontinued Operations,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

Our balance sheet at December 31, 2009, as compared to December 31, 2008, was impacted by the following:

• The balance of current and long-term debt increased $590.0 million from December 31, 2008. The proceeds from the additional 2009 debt were used to redeem shares of our outstanding common stock. See Note 13, “Debt,” and Note 14, “Stock Repurchases,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

• The balance of treasury stock increased $907.2 million from December 31, 2008. We used $500 million of new debt proceeds and $400 million of cash on hand to redeem $900 million of our outstanding common stock in December 2009. See Note 13, “Debt,” and Note 14, “Stock Repurchases,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

• On December 31, 2009, we acquired all of the outstanding units and voting interests of MedData for $96.5 million in cash. Of this amount, we allocated $53.9 million to goodwill. See Note 19, “Business Acquisitions,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

Liquidity and capital resources

										Change
	Twelve months ended December 31,									2010 vs. 2009						2009 vs. 2008
(dollars in millions)	2010			2009			2008			$			%			$			%
Cash provided by operating activities of continuing operations	$	204.6		$	251.8		$	230.4		$	(47.2	)		(18.7	)%	$	21.4			9.3	%
Cash used in operating activities of discontinued operations		(4.2	)		(7.5	)		(10.0	)		3.3			44.0	%		2.5			25.0	%
Cash provided by (used in) investing activities		70.4			(134.7	)		169.4			205.1			nm			(304.1	)		nm
Cash used in financing activities		(290.5	)		(337.3	)		(424.3	)		46.8			13.9	%		87.0			20.5	%
Effect of exchange rate changes on cash and cash equivalents		1.8			4.0			(7.6	)		(2.2	)		nm			11.6			nm
Net change in cash and cash equivalents	$	(17.9	)	$	(223.7	)	$	(42.1	)	$	205.8			nm		$	(181.6	)		nm

nm: not meaningful

55

Sources and uses of cash

Operating activities

Cash provided by operating activities decreased $47.2 million in 2010, from $251.8 million in 2009 to $204.6 million in 2010. The decrease was primarily due to an increase in cash interest expense and accounts receivable, partially offset by a decrease in cash taxes paid.

Investing activities

Cash provided by investing activities increased $205.1 million in 2010, from a use of cash of $134.7 million in 2009 to a source of cash of $70.4 million in 2010. The increase was due an increase in the proceeds from the sale of available-for-sale securities, a decrease in acquisitions and purchases of noncontrolling interests, proceeds from the sale of the assets of discontinued operations and a decrease in capital expenditures.

Financing activities

Cash used in financing activities decreased $46.8 million in 2010, from $337.3 million in 2009 to $290.5 million in 2010. The decrease was primarily because we used more cash on hand to fund the 2009 stock repurchase than we did to finance the recapitalization of the Company in connection with the Change in Control Transaction.

Capital expenditures

We make capital expenditures to grow our business by developing new and enhanced capabilities, increase our effectiveness and efficiency and reduce risks. Our capital expenditures include product development, disaster recovery, security enhancements, regulatory compliance and the replacement and upgrade of existing equipment at the end of its useful life. Cash paid for capital expenditures decreased $9.5 million from $56.3 million in 2009 to $46.8 million in 2010. On an accrual basis, our capital expenditures were $65.2 million in 2010 compared to $71.2 million in 2009. In 2009, we incurred higher capital expenditures to upgrade infrastructure and ensure high system availability by enhancing system redundancy. In 2010, these initiatives continued, but at a slower pace. For 2011, on an accrual basis, we expect our capital expenditures to be approximately the same as 2010.

Change in Control Transaction

On June 15, 2010, the Purchaser, an affiliate of the Sponsor, acquired 51.0% of the outstanding common stock of the Parent from the Sellers. The remaining common stock was retained by certain existing stockholders of the Parent, including 48.15% by Pritzker family business interests and 0.85% by certain members of senior management who rolled their equity over into non-voting common stock of the Parent. The Change in Control Transaction included the Merger of MergerCo with and into the Parent, with the Parent continuing as the surviving corporation. As part of the Merger, outstanding common stock of the Parent, other than common stock held by MergerCo, converted into the right to receive cash in an aggregate amount of $1,175.2 million. See “Summary—The Change in Control Transaction.”

As part of the Change in Control Transaction, we incurred $1,626.7 million of debt, consisting of a seven-year $950.0 million senior secured term loan and $15.0 million of a five-year $200.0 million senior secured revolving line of credit under our senior secured credit facilities, $645.0 million of outstanding notes, and $16.7 million under the RFC loan. The proceeds of these financing transactions were used to finance a portion of the Change in Control Transaction. See “Summary—The Change in Control Transaction,” Note 2 “Change in Control,” and Note 13, “Debt,” of our audited consolidated financial statements appearing elsewhere in this prospectus. See Note 26, “Subsequent Event,” of our audited consolidated financial statements appearing elsewhere in this prospectus for changes to our senior secured credit facilities subsequent to December 31, 2010.

56

2010 acquisitions

On August 1, 2010, we acquired a 51% ownership interest in our Chile subsidiary for $6.7 million. The fair value of 100% of the net assets of the entity acquired was $13.2 million, including $4.9 million allocated to goodwill. The results of operations of Chile have been included as part of the International segment in our consolidated statements of income since the acquisition. Pro forma financial information is not presented because the acquisition was not material to our 2010 consolidated financial statements.

2009 acquisitions

On December 31, 2009, we acquired all of the outstanding units and voting interests of MedData for $96.5 million in cash. MedData is a leading provider of healthcare information and data solutions for hospitals, physician practices and insurance companies. We completed this acquisition to expand our healthcare product line and customer base and further leverage our existing operating model. We have integrated MedData into our USIS segment. We financed this acquisition with cash on hand. As this acquisition was completed on December 31, there was no impact on our consolidated statement of income for 2009. Pro forma financial information is not presented because the acquisition was not material to our 2009 consolidated financial statements.

See Note 19, “Business Acquisitions,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

Debt

Senior secured credit facilties

In connection with the Change in Control Transaction, on June 15, 2010, we entered into the credit agreement governing our senior secured credit facilities with various lenders. The senior secured credit facilities consist of a seven-year $950.0 million senior secured term loan and a five-year $200.0 million senior secured revolving line of credit. Interest rates on the borrowings under the senior secured credit facilities are based on the London Interbank Offered Rate (“LIBOR”) unless otherwise elected, subject to a floor, plus an applicable margin of between 3.5% and 5.0% based on our net leverage ratio and the type of rate elected. There is a 0.5% commitment fee due each quarter based on the undrawn portion of the senior secured revolving line of credit. To secure the financing, we incurred $55.2 million of fees that were deferred and allocated between the senior secured term loan and the senior secured revolving line of credit, and were scheduled to be amortized over the term of the loans.

Under the senior secured term loan, we are required to make principal payments of 0.25% of the original principal balance at the end of each quarter with the remaining principal balance due June 15, 2017. During 2010, we repaid $4.8 million of principal on the senior secured term loan. We will also be required to begin making principal payments on the senior secured term loan in 2012 based on excess cash flows of the prior year. Under the senior secured revolving line of credit, the entire principal is due June 15, 2015. During 2010, we repaid the entire $15.0 million previously drawn on the senior secured revolving line of credit.

See Note 26, “Subsequent Event,” of our audited consolidated financial statements for changes to our senior secured credit facilities subsequent to December 31, 2010, including payments of $20.8 million in the first quarter of 2011 associated with the refinancing of the senior secured credit facilities.

Outstanding notes

In connection with the Change in Control Transaction, on June 15, 2010, the Issuers issued $645.0 million of outstanding notes to certain qualified investors. The notes mature on June 15, 2018. Interest on the notes is payable semi-annually at a fixed rate of 11.375% per annum. To secure the financing, we incurred $20.3 million

57

of fees, including commissions paid to the initial purchasers of the notes, which were deferred and are being amortized as additional interest expense over the term of the notes using the effective interest rate method. We are offering to exchange the outstanding notes for the exchange notes in connection with the exchange offer described in this prospectus.

RFC loan

On June 15, 2010, we borrowed $16.7 million under the RFC loan to finance a portion of the Change in Control Transaction. See “Summary—The Change in Control Transaction.” The loan is an unsecured, non-interest bearing note, discounted by $2.5 million for imputed interest, due December 15, 2018, with prepayments of principal due annually based on excess foreign cash flows. Interest expense is calculated under the effective interest method using an imputed interest rate of 11.625%.

Secured line of credit

In the first quarter of 2009, we entered into a line of credit agreement with UBS and borrowed $106.4 million equal to the full par value of the auction rate securities held by us at UBS at that time. During 2009, payments totaling $17.3 million were made towards this loan. During 2010, the balance of this loan was repaid in full.

Old senior unsecured credit facility

On November 16, 2009, we entered into our old senior unsecured credit facility with JPMorgan Chase Bank, N.A and various lenders and borrowed $500.0 million to fund the purchase of our common stock. On November 19, 2009, we entered into swap agreements with financial institutions that effectively fixed the interest payments on a portion of our old senior unsecured credit facility at 1.53%, plus the applicable margin on the loan. In connection with the Change in Control Transaction, on June 15, 2010, we repaid the remaining balance of our old senior unsecured credit facility and cash settled the swap instruments, realizing a $2.1 million loss that was included in other expense.

See Note 13, “Debt,” and Note 26, “Subsequent Event,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

Stock repurchases

On November 3, 2009, our Board of Directors approved an offer to purchase up to $900.0 million of stock for cash from the stockholders of record of the Parent as of November 17, 2009. On December 17, 2009, we purchased $900.0 million of common stock of the Parent from the stockholders of record at a purchase price of $26.24 per share, which was based on a valuation of all outstanding common stock as of November 16, 2009.

On October 20, 2008, our Board of Directors approved an offer to purchase up to $400.0 million of stock for cash from the stockholders of record of the Parent as of October 27, 2008. We purchased 15.4 million shares in November 2008 and approximately an additional 43,000 restricted shares in January 2009 for a total of $400.0 million from the stockholders of record of the Parent at a purchase price of $25.85 per share, which was based on a valuation of all outstanding common stock of the Parent as of October 24, 2008.

Liquidity and cash management

Cash and cash equivalents of continuing operations totaled $131.2 million at December 31, 2010 and $137.5 million at December 31, 2009. We generate positive cash flow from our operations and expect to continue to do so. Our principal sources of liquidity are cash flows provided by operating activities, cash and cash equivalents on hand, and our senior secured revolving line of credit. As of December 31, 2010, we had no outstanding borrowings under our senior secured revolving line of credit, and could borrow up to the full amount. Beginning in 2012, under the senior secured term loan, we will be required to make additional principal payments based on the previous year’s excess cash flows. See Note 13, “Debt,” and Note 26, “Subsequent Event,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

58

As of December 31, 2010 we were in compliance with all financial covenants under the credit agreement governing our senior secured credit facilities, which required us to maintain a senior secured net leverage ratio below a maximum of 4.00 to 1, and an interest coverage ratio above a minimum of 1.50 to 1. The senior secured net leverage ratio and interest coverage ratio at December 31, 2010 were as follows:

	At December 31, 2010
Senior secured net leverage ratio(1)		2.40
Interest coverage ratio(1)		2.48

⁽¹⁾ The senior secured net leverage ratio is the ratio of consolidated total net debt to consolidated EBITDA (“Covenant EBITDA”) for the trailing twelve months as defined in the credit agreement governing our senior secured credit facilities. The interest coverage ratio is the ratio of Covenant EBITDA for the trailing twelve months to consolidated interest expense on an annualized basis as defined in the credit agreement governing our senior secured credit facilities. Covenant EBITDA for the twelve months ended December 31, 2010, totaled $339.8 million. The difference between Covenant EBITDA, as defined in the credit agreement governing our senior secured credit facilities, and Adjusted EBITDA, totaled $13.2 million for the twelve months ended December 31, 2010, and consists of adjustments for noncontrolling interests, equity investments and other adjustments as defined in the credit agreement governing our senior secured credit facilities.

See Note 26, “Subsequent Event,” for changes to the credit agreement governing our senior secured credit facilities subsequent to December 31, 2010. Under the terms of the amendment to the credit agreement governing our senior secured credit facilities as discussed in Note 26, “Subsequent Event,” the interest coverage covenant was removed for the senior secured term loan and senior secured revolving line of credit, and the net leverage covenant was removed for the senior secured term loan and modified for the senior secured revolving line of credit.

The balance retained in cash and cash equivalents is consistent with our short-term cash needs and investment objectives. We believe our cash on hand, cash generated from operations, and funds available under our senior secured revolving line of credit are sufficient to fund our planned capital expenditures, debt service obligations and operating needs for the foreseeable future.

Contractual obligations

Future minimum payments for noncancelable operating leases, purchase obligations and debt repayments as of December 31, 2010 are payable as follows:

(in millions)	Operating leases		Purchase obligations		Debt repayments		Loan fees and interest payments		Total
2011	$	10.3	$	118.0	$	15.1	$	138.3	$	281.7
2012		8.2		37.8		10.4		137.2		193.6
2013		6.2		10.6		9.5		135.3		161.6
2014		5.1		7.7		9.5		134.9		157.2
2015		3.6		7.3		9.5		133.9		154.3
Thereafter		12.2		0.3		1,552.0		269.5		1,834.0
Totals	$	45.6	$	181.7	$	1,606.0	$	949.1	$	2,782.4

Purchase obligations to be repaid in 2011 include $65.8 million of trade accounts payable that were included on the balance sheet as of December 31, 2010. We had no significant capital leases as of December 31, 2010. Loan fees and interest payments are estimates based on the interest rates in effect at December 31, 2010 and the

59

contractual principal paydown schedule, excluding any excess cash flow paydowns that may be required. See Note 13, “Debt,” and Note 26, “Subsequent Event,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

Off-balance sheet arrangements

As of December 31, 2010 and 2009 we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

Application of critical accounting estimates

We prepare our consolidated financial statements in conformity with GAAP. The notes to our consolidated financial statements include disclosures about our significant accounting policies. These accounting policies require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities. The following paragraphs describe the accounting policies that require significant judgment and estimates due to inherent uncertainty or complexity.

Goodwill and indefinite-lived intangibles

As of December 31, 2010, our consolidated balance sheet included goodwill of $223.7 million. As of December 31, 2010, we had no other indefinite-lived intangible assets. We test goodwill and indefinite-lived intangible assets, if any, for impairment on an annual basis, in the fourth quarter, or on an interim basis if an indicator of impairment is present. For goodwill, we compare the fair value of each reporting unit to its carrying amount to determine if there is potential goodwill impairment. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than the carrying value of its goodwill. For other indefinite-lived intangibles, we compare the fair value of the asset to its carrying value to determine if there is an impairment. If the fair value of the asset is less than its carrying value, an impairment loss is recorded. We use discounted cash flow techniques to determine the fair value of our reporting units, goodwill and other indefinite-lived intangibles. The discounted cash flow calculation requires a number of significant assumptions, including projections of future cash flows and an estimate of our discount rate.

We believe our estimates of fair value are based on assumptions that are reasonable and consistent with assumptions that would be used by other marketplace participants. Such estimates are, however, inherently uncertain, and estimates using different assumptions could result in significantly different results. A 10% increase in our discount rate and a 10% decrease in our terminal value would still not result in an impairment of goodwill. During 2010, 2009 and 2008 there was no impairment of goodwill or other indefinite-lived intangible assets.

Long-lived assets

As of December 31, 2010, our consolidated balance sheet included fixed assets of $615.1 million, $186.1 million net of accumulated depreciation, and long-lived intangible assets of $327.4 million, $117.9 million net of accumulated amortization. We review long-lived assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the consolidated balance sheet, and reported at the lower of the carrying amount or fair value, less costs to sell, and are no longer depreciated. When a long-lived asset group is tested for recoverability, we also review depreciation estimates and methods. Any revision to the remaining useful life of a long-lived asset resulting from that review

60

is also considered in developing estimates of future cash flows used to test the asset for recoverability. We typically use a discounted cash flow model when assessing the fair value of our asset groups. The discounted cash flow calculation requires a number of significant assumptions, including projections of future cash flows and an estimate of our discount rate.

We believe our estimates of future cash flows used to determine recoverability and our estimates of fair value are based on assumptions that are reasonable and consistent with assumptions that would be used by other marketplace participants. However, such estimates are inherently uncertain and estimates using different assumptions, or different valuation techniques, could result in significantly different results. During 2010, 2009 and 2008 there were no significant impairment charges.

Legal contingencies

As of December 31, 2010, our consolidated balance sheet included accrued litigation costs of $5.6 million. We are involved in various legal proceedings resulting from our normal business operations. Our in-house legal counsel works with outside counsel to manage these cases and seek resolution. We regularly review all claims to determine whether a loss is probable and can be reasonably estimated. If a loss is probable and can be reasonably estimated, an appropriate reserve is accrued and included in other current liabilities. We make a number of significant judgments and estimates related to these contingencies, including the likelihood that a liability has been incurred, and an estimate of that liability. See Note 23, “Contingencies,” to our audited consolidated financial statements appearing elsewhere in this prospectus.

We believe the judgments and estimates used are reasonable, but events may arise that were not anticipated and the outcome of a contingency may differ significantly from what is expected.

Income taxes

As of December 31, 2010, our consolidated balance sheet included current deferred tax assets of $1.2 million, noncurrent deferred tax assets of $1.6 million, noncurrent deferred tax liabilities of $25.6 million and unrecognized tax benefits of $2.1 million. We are required to record current and deferred tax expense, deferred tax assets and liabilities resulting from temporary differences, and unrecognized tax benefits for uncertain tax positions. We make certain judgments and estimates to determine the amounts recorded, including future tax rates, future taxable income, whether it is more likely than not a tax position will be sustained, and the amount of the unrecognized tax benefit to record.

We believe the judgments and estimates used are reasonable, but events may arise that were not anticipated and the outcome of tax audits may differ significantly from what is expected.

Stock-based compensation

For the year ended December 31, 2010, we recorded $31.8 million of stock-based compensation expense, including $20.7 from the accelerated vesting of restricted stock in connection with the Change in Control Transaction. The fair value of each award was determined by various methods including independent valuations of the Parent’s common stock based on discounted cash flow and selected public company comparable analyses, a Black-Scholes valuation model, and a risk-neutral Monte Carlo valuation model. The various valuation models require a number of significant assumptions, including projections of future cash flows and an estimate of our cost of capital, volatility rates, expected life of awards and risk-free interest rates. We believe the determination of fair value was based on assumptions and estimates that are reasonable and consistent with what would be used by other marketplace participants to determine fair value. However, valuations are inherently uncertain and valuations using different assumptions and estimates, or different valuation techniques, could result in significantly different values.

61

Recent accounting pronouncements

For information about recent accounting pronouncements and the potential impact on our consolidated financial statements, see Note 1, “Significant Accounting and Reporting Policies,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

Quantitative and qualitative disclosures about market risk

In the normal course of business we are exposed to market risk, primarily from changes in foreign currency exchange rates and variable interest rates, which could impact our results of operations and financial position. We manage the exposure to this market risk through our regular operating and financing activities and, when appropriate, through the use of derivative financial instruments, such as foreign currency and interest rate hedges. We use derivative financial instruments as a risk management tool only and not for speculative or trading purposes.

Interest rate risk

During the quarter ended June 30, 2010, we incurred a significant amount of new debt, including variable-rate debt, to fund a portion of the Change in Control Transaction, and to pay off existing debt. As a result, our exposure to market risk for changes in interest rates due to variable-rate debt increased. As of December 31, 2010, our variable-rate debt had a weighted-average interest rate of 6.75% and a weighted-average life of 6.50 years. As of December 31, 2010, 58.9% of our outstanding debt was variable. The variable-rate loans have interest rate floors. On December 31, 2010, the variable rate on our senior secured term loan was below the floor, and a 1% change in the interest rate on that loan would not have changed our interest expense for one month. On December 31, 2010, we had no outstanding balance on our senior secured revolving line of credit and a change in the interest rate on that loan would not have changed our interest expense for one month.

As part of the Change in Control Transaction, we settled the swap instruments we used to hedge a portion of our old senior unsecured credit facility that was repaid at that time. The settlement resulted in a loss of $2.1 million that was included in other income and expense. We have not hedged any of our current variable-rate debt.

Based on the amount of outstanding variable-rate debt, we have a material exposure to interest rate risk. In the future our exposure to interest rate risk may change due to changes in the amount borrowed, changes in interest rates, or changes in the amount we have hedged. The amount of our outstanding debt, and the ratio of fixed-rate debt to variable-rate debt, can be expected to vary as a result of future business requirements, market conditions or other factors.

See Note 13, “Debt,” and Note 26, “Subsequent Event,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

Foreign currency exchange rate risk

A substantial majority of our revenue, expense and capital expenditure activities are transacted in U.S. dollars. However, we do transact business in a number of foreign currencies, including the South African rand and Canadian dollar. In reporting the results of our foreign operations, we benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to the foreign currencies.

We are required to translate the assets and liabilities of our foreign subsidiaries that are measured in foreign currencies at the applicable period-end exchange rate on our consolidated balance sheets. We are required to translate revenue and expenses at the average exchange rates prevailing during the year in our consolidated statements of income. The resulting translation adjustment is included in other comprehensive income, as a component of stockholders’ equity. We include transactional foreign currency gains and losses in other income and expense on our consolidated statements of income.

62

In 2010, revenue from foreign operations was $195.8 million, and foreign pre-tax income was $70.6 million. A 10% change in the value of the U.S. dollar relative to a basket of the currencies for all foreign countries in which we had operations during 2010 would have changed our revenue by $19.6 million and our pre-tax income by $7.1 million.

A 10% change in the value of the U.S. dollar relative to a basket of currencies for all foreign countries in which we had operations would not have had a significant impact on our 2010 realized foreign currency transaction gains and losses.

63

Business

Overview

We are a global leader in credit information and information management services, with operations in the United States, Africa, Canada, Asia, India and Latin America. We maintain credit data on millions of consumers and serve thousands of customers worldwide. We compile payment history, accounts receivable information and other information such as bankruptcies, liens and judgments for consumers and small businesses, and maintain reference databases of current consumer names, addresses and telephone numbers. We obtain this information from thousands of sources, including credit-granting institutions and public record depositories. We enhance our data and service offerings through access to other unique databases owned or maintained by third parties. We combine our credit and other source data with analytics and decisioning technology to deliver value-added solutions to our customers that assist with new account acquisitions, account management, risk management, collections, identity verification and fraud protection. Historically, our business has experienced attractive operating margins and modest capital expenditure and working capital needs, resulting in strong cash flow from operations.

We manage our business through three operating segments: USIS, International and Interactive.

• USIS, which represented approximately 67% of our revenue in 2010, provides consumer reports, credit scores, verification services, analytical services and decision technology to business customers in the United States. USIS offers these services to customers in the financial services, insurance, healthcare and other markets, and delivers them through both direct and indirect channels.

• International, which represented approximately 20% of our revenue in 2010, provides services similar to our USIS and Interactive segments in multiple countries outside the United States. Our International segment also provides auto ownership information and commercial data to our customers in select geographies.

• Interactive, which represented approximately 13% of our revenue in 2010, offers the tools, resources and education to help individuals understand and manage their credit. Interactive delivers these services primarily through our proprietary internet websites, transunion.com, truecredit.com and zendough.com.

We have built a strong and highly diversified base of customers globally. In 2010, our largest customer accounted for approximately 3.5% of our revenue and our top ten customers, in the aggregate, accounted for approximately 19.0% of our revenue. Given the strength of our relationships and the incremental value of our services, we have historically enjoyed long-standing relationships with our customers, including relationships of over ten years with each of our top ten USIS financial services customers.

We compete primarily with two other global credit reporting companies, Equifax, Inc. and Experian plc, both of which offer a range of consumer credit reporting services similar to our services. We also compete with a number of smaller, specialized companies, all of which offer a subset of the services we provide.

Our industry

Evolution to mission-critical role

Credit bureaus were formed in the nineteenth century to help provide better credit information to local and regional lenders so they could make more informed credit decisions. As populations became more mobile and financial services offerings became more prevalent, credit bureaus began to offer more data and services and expanded their geographic reach through strategic alliances and acquisitions. As consumer lending expanded, credit bureaus became an integral part of the lending process and now play a critical intermediator role between lenders and borrowers. Credit bureaus developed a variety of methods to collect, maintain and analyze information concerning the ability of consumers and businesses to meet their obligations. Consumers and

64

commercial lenders have increasingly used these services to make more informed credit decisions. As a result, credit bureaus have positioned themselves as mission-critical partners to financial services institutions around the world.

Three major providers with sustainable competitive advantage

As financial services institutions grew in scale and geographic scope, credit bureaus extended their reach by coordinating and forming strategic alliances with other credit reporting providers to share data across large territories through a “hub and spoke” system. Three credit bureaus have since consolidated into large, international organizations that can provide a wide range of data services and analytical applications to their larger and increasingly demanding financial services customers. As a result of this consolidation, TransUnion, Equifax and Experian have emerged as the global leaders in the industry. The largest U.S. customers of these global credit bureaus typically use the services of all three providers to validate consistency and ensure reliability.

Expanding the scope of offerings

Over the past decade, credit bureaus have devoted significant resources to enhance the quality of their data sets by developing a variety of proprietary information databases. Credit bureaus have evolved from being collectors and sellers of credit information to being providers of more advanced information services. With more sophisticated analytical tools and decision technology, credit bureaus have expanded the scope of their offerings to the financial services industry, which has enabled the industry to process information and provide predictive and decisioning tools to prescreen and acquire new customers, cross-sell to existing customers, use rules-based decision making at the point of sale and monitor and manage risk in existing portfolios. In addition, credit bureaus have leveraged their data by developing advanced analytical tools and services to offer value-added solutions to customers in new markets, including insurance, healthcare, collections, retail and telecommunications. Given the increased consumer demand for credit and consumer data, the credit bureaus have also begun to market or sell these services directly to consumers. The development of these more advanced services has enabled credit bureaus to diversify their revenue base and accelerate growth.

International market expansion

As consumer lending activities have grown in markets outside the United States, the major global credit bureaus have expanded internationally to increase market opportunities, accelerate growth and increase market share. The international market represents a significant opportunity for the global credit bureaus to offer established, proven services and solutions in new or emerging markets. To penetrate these markets, credit bureaus have formed joint ventures or other strategic alliances with local data providers, financial services institutions and key technology partners. Credit bureaus have also begun to expand in key regions through acquisitions, similar to the way that credit bureaus consolidated in the United States.

Economic and market trends

Credit bureaus have benefited from the dramatic expansion of consumer lending. Consumer lending is affected by a number of macroeconomic factors such as GDP growth, interest rates, unemployment, per capita disposable income and consumer spending. The United States and much of the world economy were impacted during the economic recession that began during the second half of 2007, which slowed consumer lending and adversely affected the credit bureau industry. However, during the same period, the credit bureaus benefited from the growing demand for value-added portfolio and risk management services due to the heightened focus on risk mitigation and protection. As the U.S. economy begins to stabilize and improve, we expect demand for credit bureau services to increase.

65

Our competitive strengths

Global leader in credit information and information management services

We are a leading credit bureau with a global reach as one of only three global credit bureaus. In the United States, we have agreements or relationships with 18 of the top 20 banks, all of the major credit card issuers, 15 of the top 20 collections companies, 9 of the top 10 property and casualty insurance carriers, thousands of healthcare providers and hundreds of healthcare payors. Outside the United States, we have established a variety of wholly-owned businesses and have entered into joint ventures with leading partners in local markets to create localized proprietary databases and offer a suite of comprehensive services that are tailor-made for each market. We leverage various sources of information and our proprietary technologies to provide data, analytical tools and decisioning solutions that enable our business services customers to grow their business and manage risk more effectively.

Attractive business model

We believe we have an attractive business model that has had strong and stable historical cash flow from operations, high revenue visibility and low capital intensity. The mission-critical importance of our services to our customers, the proprietary nature of our technologies and the integration of our systems into customer processes have historically driven high customer retention rates. We have enjoyed long-standing relationships with our customers, including relationships of over ten years with each of our top ten USIS financial services customers. Our vertical and geographic expansion has diversified our revenue streams. Our efficient operating structure and scale have enabled us to generate strong operating margins, while the low capital intensity of our business allows us to continue to invest in selected growth initiatives. We believe that, as a result of operating efficiencies and low capital intensity, we will continue to generate strong and consistent cash flow from operations.

Strong global presence

We provide services in a number of countries outside the United States and are well positioned in the following geographies:

• South Africa, where we host the largest credit database on the continent;

• Asia, where we are the only global agency with a credit bureau in Hong Kong;

• India, where we are the technology provider to and part owner of the largest operating credit bureau and provider of analytic and decisioning services;

• Latin America, where we are a major credit bureau in the region and a technology partner to the largest credit bureau in Mexico; and

• Canada, where we are a significant player in a market with one other competitor.

We believe our presence in these regions enables continued diversification and expansion and positions us for long-term growth in these markets.

Differentiated information services and capabilities

We maintain integrated relationships with our customers by providing mission-critical services and capabilities. We use high-quality consumer credit information collected from thousands of different sources augmented by additional information sources such as fraud, identity, criminal, health insurance, insurance claims and mortgage lending data. Using this data, we create proprietary databases and matching algorithms that enable us to deliver basic consumer credit data, such as standard data, characteristics and credit reports, and differentiated solutions, including:

• enhanced consumer credit data, such as trend data and mortgage information;

66

• value-added platforms, such as “triggers” and advanced decisioning; and

• models and analytics, including generic and custom credit scores.

We enhance our offerings by leveraging our research and development and technology innovation.

Industry leading analytical tools

As global credit information services have grown and become more complex, the demand for more sophisticated and robust business decision-making tools has grown. In anticipation of this demand, we have made significant investments to develop next-generation analytical capabilities and services. For example, we have introduced two new platforms to our suite of services:

• our “triggers” platform, which takes daily snapshots of our entire database and analyzes profile information changes, enabling us to identify unique patterns that may predict future consumer behavior and allowing our customers to assess portfolio risks and new customer candidates more effectively; and

• our advanced “decisioning” platform, which leverages multiple data sources to build decision-based rules technology that we offer to customers on a software as a service platform.

Technology platform

To operate, deliver and support our solutions and services, we have developed and continuously invest in a range of proprietary systems and a global technology platform with a strong track record of reliability and scalability. We have built a technology platform with flexible architectures, secure software applications and processing capabilities to manage and deliver our solutions to a variety of customers in different markets. We use robust storage capabilities with large-scale and redundant hardware systems to support our technology infrastructure and continually monitor our systems to ensure that they operate consistently and cost-effectively.

Focus on cost control and operational efficiencies

In 2008, we launched our Operational Excellence Program, through which we were able to implement several cost-saving initiatives:

• a strategic sourcing program, which drives increased control over spending on third-party vendors;

• our labor management strategy, which includes the expanded use of lower-cost resources and allows us to continue to improve, align and integrate our enterprise workforce; and

• our enterprise process improvement, which focuses on streamlining back office functions and improving overall processes.

These cost-control initiatives, which we implemented during the economic downturn, allowed us to achieve significant cost savings and maintain Adjusted EBITDA as a percentage of revenue of over 34% in 2010, consistent with historical Adjusted EBITDA margins, despite a challenging revenue environment.

Proven and experienced management team

We have an experienced senior management team with an average of 15 years of experience in the credit reporting, financial services and information technology industries. Our senior management team has a track record of strong performance and significant experience in the markets served by our USIS, International and Interactive segments. This team has expanded our global footprint, invested in new solutions in market verticals and managed the cost base effectively to maintain a strong operating margin and position us well for future growth.

67

Our business strategy

We create economic and competitive advantages for our customers. To promote sustainable growth, diversification and a strong global brand, each of our business segments focuses on aligning its resources and efforts with the following priorities:

Investment in innovation and service development

We continually seek to innovate by investing in new data sources and applications to provide our customers with integrated solutions that better meet their needs. Despite the economic downturn, we launched a number of new services and solutions in the past two years. We introduced enhanced analytics and decisioning services to deliver stronger account management, risk management and fraud protection services to our financial services customers. For example, we developed and introduced an adjustable rate mortgage indicator service that provides businesses with tools for risk management purposes and an income estimator solution that is used by credit card issuers to acquire and manage accounts in response to the CARD Act. In International, we have introduced credit sourcing, decisioning and asset monitoring solutions. In Interactive, we launched zendough.com, which targets a consumer demographic that seeks a streamlined, user-friendly, more proactive credit and identity personal solution.

Expand the fast-growing International segment

We believe our International segment represents a significant opportunity for growth as economies outside the United States continue to develop and mature. We seek to expand internationally by forming joint ventures and other strategic alliances with local data providers, financial services institutions and key technology partners. In developing markets, such as India, Latin America and Asia, we believe there are significant opportunities for growth as a substantial portion of the population in these economies who are not yet credit active will emerge as consumers of credit. In relatively mature markets, such as Canada and Hong Kong, we will continue to improve our core services and seek to expand into other industries or verticals. In addition, we continue to pursue start-up opportunities in markets we do not currently serve, as well as establish and expand our presence through acquisitions.

Focus on growth markets

We continue to focus on growth markets, such as insurance and healthcare. For example, in insurance, we continue to deliver new fraud detection solutions through improved accuracy and efficiency for the quoting and underwriting process. In the healthcare industry, our acquisition of MedData, a leading provider of healthcare information and data solutions for hospitals, physician practices and insurance companies enables us to deliver new solutions that connect providers and payors. We continue to seek to identify new opportunities in these and other vertical markets in which we can leverage our data assets and core competencies to improve customer performance and drive growth.

Proactive review of cost structure

We strategically manage our investments in people and technology for cost-effective growth. In 2008, we launched our Operational Excellence Program, which has enabled us to reduce costs through four key initiatives: a strategic sourcing program, our labor management strategy, our enterprise process improvement approach and focus. We continue to focus on each of these initiatives to improve productivity and long-term cost competitiveness.

Investment in human and intellectual capital

We believe that highly skilled people with relevant subject matter expertise give us a competitive advantage. As a result, we identify areas of strategic need and proactively recruit individuals from our customers’ industries who provide insight and relevant expertise in our key markets. We also continue to invest in training and benefit programs to identify, attract, develop and retain key professionals in the industry.

68

Segment overview

TransUnion offers a diverse suite of business and consumer services. These services include credit reports, credit scores, analytics, risk management, portfolio review, direct marketing, credit monitoring, identification management, fraud detection and various other credit-related services. We manage our business and report our financial results in three operating segments: USIS, International and Interactive. We also report expenses for Corporate, which provides shared services for us and conducts enterprise functions. See Note 21 “Operating Segments,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

Revenue for our segments was as follows:

Segments	2010		2009
USIS    Online Data Services    Credit Marketing Services    Decision Services	$	636.0	$	627.5
International    Developed Markets    Emerging Markets		195.8		170.1
Interactive		124.7		127.2
Total revenue	$	956.5	$	924.8

The following is a more detailed description of each segment, and Corporate, which provides support services to each operating segment.

69

U.S. Information Services

USIS provides consumer credit and data reports, credit scores, analytical services and decision technology to business customers. We offer these services to customers in the financial services, insurance, healthcare and other markets, and deliver them through both direct and indirect channels. These business customers use our services to acquire new customers, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt and manage fraud. USIS also provides healthcare insurance-related information to medical care facilities and insurers, as well as mandated consumer services such as dispute investigations and free annual credit reports, as required by the United States Fair Credit Reporting Act (“FCRA”), the Fair and Accurate Credit Transactions Act of 2003 (“FACTA”), and other credit-related legislation. USIS provides solutions to its customers through the following three service lines:

Online Data Services

Online Data Services are delivered in real-time to qualified businesses to help them assess the financial viability and capacity, or risk, of prospective consumers seeking to access credit. The primary source for these services is our consumer credit database. This database contains the name and address of most U.S. adults, a listing of their existing credit relationships and their timeliness in repaying debt obligations. The information in our database is voluntarily provided by thousands of credit-granting institutions and other data furnishers, such as public utilities. We also actively collect, directly and through vendors, information from courts, government agencies and other public record sources. This data is updated, audited and monitored on a regular basis. Information such as credit reports, credit characteristics and predictive scores are created from the primary underlying data. Collectively, the reports, characteristics and scores, with variations tailored for specific industries, form the basis of Online Data Services.

Online Data Services revenue is driven by consumers initiating transactions with our business customers. Our customers most frequently use the information and scores to underwrite or otherwise manage risk in connection with the establishment of a new account for a consumer, such as a credit card, home loan, auto loan, or insurance policy. Our customers also use our services to evaluate risks and make risk-related decisions in connection with existing accounts.

TransUnion also provides online services to help businesses manage fraud and authenticate a consumer’s identity when they initiate a new business relationship. Our fraud database, which is updated daily, contains data elements from multiple sources that enable credit grantors to identify fraudulent activity. These data elements include address histories, social security numbers and names of individuals who have been victims of identity fraud. We provide services that alert customers to identities associated with known or suspected fraudulent activity, satisfy compliance requirements to “know your customer,” and confirm an individual’s identity.

Credit Marketing Services

Credit Marketing Services help our business customers proactively acquire new customers, cross-sell to existing customers and monitor and manage risk in their existing portfolios. We provide information extracted from the consumer credit database according to specific customer criteria and deliver it in the form of a batch dataset. These services are delivered on an ad hoc or regularly scheduled basis.

We have a variety of Credit Marketing Services to help customers market to prospects and manage risks of new and existing accounts as efficiently and effectively as possible. We provide portfolio review services, periodic reviews of our customers’ existing accounts, to help our customers develop cross-selling offers to their existing customers and monitor and manage risk in their existing consumer portfolios. Prescreen services are marketing lists our customers use on a one-time basis to extend firm offers of credit or insurance to consumers. Prospect databases are used by our customers to contact individuals multiple times to extend firm offers of credit or insurance. We also provide trigger services, daily notifications of credit data sent to our customers to notify them

70

of changes in their customers’ credit and risk profiles. The information we provide also helps our business customers manage and assess various risks associated with their customers, such as the ability to repay debt, the likelihood of a credit or insurance loss and the potential for fraud.

Decision Services

Decision Services provides the analytics and technology to support rules-based decisions at the point of interaction between a consumer and a business customer. Decisions may be based on a generic logical formula or customized to fit specific customer business rules. The data used in the decisioning process is derived from our consumer credit database, other sources of data we own or external suppliers. Our customers use Decision Services to evaluate business risks and opportunities, including those associated with new consumer credit and checking accounts, insurance applications, account collection and apartment rental requests.

International

The International segment provides services similar to our USIS segment to business customers in select regions outside the United States. Depending on the maturity of the credit economy in each geographic location, services may include credit reports, analytical and decision services, and risk management services. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections, communications and other markets, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered in our Interactive segment, such as credit reports, credit scores and credit monitoring services. The two market groups in the International segment are as follows:

Developed Markets

Developed Markets, which includes Canada, Hong Kong and Puerto Rico, accounted for approximately 44% of our international revenue in 2010. We offer online data services, credit marketing services and decisioning services in all three of the developed market countries. Canada, where we have operated a wholly-owned subsidiary since 1989, accounted for approximately 66% of our Developed Markets revenue in 2010. Hong Kong, where we have had a majority ownership interest in the only consumer credit bureau in the country since 1998, accounted for approximately 25% of our Developed Markets revenue in 2010. Puerto Rico, where we have been active since 1985, accounted for approximately 9% of our Developed Markets revenue in 2010.

Emerging Markets

Emerging Markets, which includes South Africa, Mexico, Dominican Republic, Chile, India and other emerging countries, accounted for approximately 56% of our international revenue in 2010. We offer online data services, credit marketing services and decisioning services in most of these markets as well as auto information solutions, commercial credit information and check guarantee services in South Africa. South Africa, where we have operated a wholly-owned subsidiary since 1993, accounted for approximately 76% of our Emerging Markets revenue in 2010. In Latin America, we have been active since 1996 and have operations in several Central and South American countries, including a 25.69% ownership interest in TransUnion de México, S.A., the primary credit bureau in Mexico. In India, we have been active since 2004 and hold a 19.99% ownership interest in Credit Information Bureau (India) Limited (“CIBIL”), the largest operating credit bureau in India. We provide technological expertise and derive revenue from royalties paid by CIBIL for the use of our technology and credit scores.

Interactive

Interactive offers easy-to-use credit services and associated educational materials to help individual consumers understand, monitor and manage their credit. Services in this segment include credit reports, credit scores and credit monitoring services, provided primarily through the internet. The majority of revenue is derived from

71

subscribers who pay a monthly fee for access to their credit report, credit score and for alerts of changes in their credit reports. We deliver these services to consumers primarily through our websites truecredit.com and transunion.com and, beginning in January 2010, our interactive website zendough.com. We also provide these services on a white-label basis on behalf of other financial services companies and direct-to-consumer marketers.

Corporate

Corporate provides support services to each operating segment, holds investments and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the operating segments remain in Corporate. These costs are primarily enterprise-level costs and administrative in nature.

Markets and customers

We provide services to businesses and consumers in the United States and throughout the world. We provide services directly to business customers in a wide range of industries including financial services, insurance, healthcare and other markets, which we deliver through both direct and indirect channels. We also provide services directly to individual consumers.

We have a highly diversified customer base, with our largest customer accounting for approximately 3.5% of revenue, and our top ten customers accounting for approximately 19.0% of revenue. A substantial portion of our revenue is derived from companies in the financial services industry.

We have significant operations in the United States, South Africa, Canada, Hong Kong, Puerto Rico, Mexico, the Dominican Republic, India, Trinidad and Tobago, Guatemala, Chile, Costa Rica, Honduras, Nicaragua, El Salvador and Botswana. The following table summarizes our 2010 revenue based on the country where the revenue was earned:

	Approximate percent of consolidated revenue
United States		80	%
South Africa		9	%
Canada		6	%
Other		5	%

We market our services primarily through our own sales force. We have dedicated sales team for our largest customers focused by industry and geography. These dedicated sales teams provide strategic account management and direct support to customers to develop comprehensive solutions in certain markets. We use shared sales teams to sell our services to mid-size customers. These sales teams are based in our headquarters office and in field offices strategically located in the United States and abroad. Smaller customers’ sales needs are serviced primarily through call centers. We also market our services through indirect channels such as resellers, who sell directly to businesses and consumers. Our direct-to-consumer services are sold through our websites transunion.com, truecredit.com and zendough.com. We also market our services through paid online searches, television commercials, direct mail and other marketing campaigns.

Seasonality

Seasonality in the USIS segment is strongly correlated to volumes of online credit data purchased by our financial services and mortgage customers, and our sales are generally higher during the second and third quarters. Our Interactive segment has historically had revenue peaks in March and August of each year, with slower sales between November and February. However, the recent downturn in the residential real estate, general credit and financial services markets has made it more difficult to determine if these seasonality trends will continue. Seasonality in our International segment is driven by local economic conditions and relevant macro-economic market trends.

72

Competition

The market for our services is highly competitive. Our competitors vary in size and in the scope of the services they offer. We are one of three global credit reporting companies. The other two global credit reporting companies are Equifax Inc. and Experian plc, both of which offer a similar range of consumer credit reporting services. We also compete with a number of smaller, specialized companies, all of which offer a subset of the services we provide. At times, we partner with our competitors to offer combined consumer credit reporting information to our mutual customers.

We believe the services we provide our customers reflect our understanding of our customers’ businesses, the depth and breadth of our data, and the quality of our decisioning technologies and advanced analytics. By integrating our services into our customers’ business processes we ensure efficiencies, continuous improvement and long-lasting relationships.

Information technology

Technology

The continuing operation of our information systems is fundamental to our success. Our information systems access, process, deliver and store the data that is used to develop solutions for our customers. Customers connect to our systems using a number of different technologies, including secured internet connections, virtual private networks and dedicated network connections. We contract with various third-party providers to help us maintain and support our systems, as well as to modify existing and develop new applications to be used in our businesses.

Control of our technology is critical to our success, and knowledge transfer is a key component of our relationships with third-party providers and our implementation of emerging technologies. Therefore, when we contract for third-party support or incorporate new technology into our systems, we use dedicated employee teams to manage the ongoing development of the strategy in these areas.

Data centers and business continuity

As a global operation we have data centers located throughout the world. We generally employ similar technologies and infrastructures in each data center.

The accessibility and availability of our data is critical to our success. We maintain a framework for business continuity that includes policies and procedures that identify critical business functions and processes designed to maintain such functions, as well as specific disaster recovery plans should critical infrastructure or systems fail or become disabled.

As part of our operational requirements, each business unit must prepare and maintain an updated business continuity plan. These plans are stored in a centralized database and reviewed by our compliance team. We also have specific disaster recovery procedures that are designed to recover critical systems should an event occur at any of our data centers. We periodically test the state of preparedness of our most critical disaster recovery procedures. For our primary U.S. data center we maintain redundancy plans that allow for the transfer of capacity in the event there is a major failure of computer hardware, or a loss of our primary telecommunications line or power source. We also maintain a recovery site in Gaithersburg, Maryland to recover the majority of our operational capacity should our redundancy program fail.

Security

The security and protection of non-public consumer information is one of our highest priorities. We have written processes and procedures relating to information security and a wide range of physical and technical safeguards that are designed to provide security. These safeguards include firewalls, monitoring and forensic tools, encryption programs, data transmission standards and access and anomaly reports.

73

Intellectual property and licensing agreements

Our intellectual property is a key strategic advantage and is critical to our success. Because of the importance of our intellectual property, we treat our brand, software, technology and database as proprietary. We attempt to protect our intellectual property rights through the use of trademarks, copyrights, patents, trade secret laws, licenses and contractual agreements. While we hold various patents, we do not rely on patents to protect our core intellectual property. We have certain registered trademarks, trade names, service marks, logos, internet URLs and other marks of distinction in the United States and foreign countries, the most important of which is the trademark “TransUnion.” This trademark is used in connection with most of our service lines and services we sell and we believe it is a known mark in the industry and is important to our ability to create a competitive advantage.

We license certain data and other intellectual property to other companies for a fee, on terms that are consistent with customary industry standards and that are designed to protect our rights to our intellectual property. We generally use standard licensing agreements and do not provide our intellectual property without a nondisclosure and license agreement in place.

We own proprietary software that we use to maintain our databases and to develop and deliver our services. We develop and maintain business critical software that transforms data furnished by various sources into databases upon which our services are built. We also develop and maintain software for our consumer relations personnel to manage any consumer disclosures and help resolve disputes. In all business segments we develop and maintain software applications that we use to deliver services to our customers, through an Application Service Provider (“ASP”) model. In particular, we develop and maintain decision technology platforms that we host and integrate into our customers’ workflow systems to improve the efficiency of their operations.

We also license certain key intellectual property from third parties that we use in our business. For example, we license credit-scoring algorithms and the right to sell credit scores derived from those algorithms from Fair Isaac Corporation (“FICO”). This license requires us to pay a usage-based fee and expires in 2015.

Employees

As of December 31, 2010, we employed approximately 3,200 employees throughout the world, 18 of whom are subject to collective bargaining agreements. We consider our relationships with our employees to be good and have not experienced any work stoppages.

Properties

Our corporate headquarters and main data center are located in Chicago, Illinois, in an office building that we own. We also own a data center building in Hamilton, Ontario, Canada, which is free of any encumbrances. We lease space in approximately 70 other locations, including office space and additional data centers. These locations are geographically dispersed to meet our sales and operating needs. We anticipate that suitable additional or alternative space will be available at commercially reasonably terms for future expansion.

See Note 22, “Commitments,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

Regulatory matters

Compliance with regulatory requirements is a top priority. Numerous laws govern the collection, protection, dissemination and use of the consumer information we collect. These laws are enforced by federal, state and local regulatory agencies, and also through private civil litigation. We identify these laws and regulations and put in place technical, physical and administrative safeguards reasonably designed to protect the privacy of consumers and the access to, and accuracy of, the personal information in our database.

74

U.S. data and privacy protection

Our U.S. operations are subject to numerous laws that regulate the use of consumer credit information and provide for civil and criminal penalties for the unauthorized release of, or access to, this protected information. The laws and regulations that affect our U.S. business include, but are not limited to, the following:

• Fair Credit Reporting Act—The FCRA, as amended by FACTA and the CARD Act, applies to consumer credit reporting agencies, including TransUnion, as well as data furnishers and users of consumer reports. The FCRA promotes the accuracy, fairness and privacy of information in the files of consumer reporting agencies that engage in the practice of assembling or evaluating certain information relating to consumers. The FCRA limits what information may be reported by consumer reporting agencies, limits the distribution and use of consumer reports, establishes consumer rights to access and dispute their own credit files, requires consumer reporting agencies to make available to consumers a free annual credit report and imposes many other requirements on consumer reporting agencies, data furnishers and users of consumer report information. Violation of the FCRA, as amended by the FACT Act, can result in civil and criminal penalties. The law also allows consumers to bring individual or class action lawsuits against a consumer reporting agency for violations of the FCRA.

• State FCRAs—Many states have enacted laws with requirements similar to the federal FCRA. Some of these state laws impose additional, or more stringent, requirements than the federal FCRA. Some of these state laws impose additional requirements in connection with the investigation and response to reported inaccuracies in consumer reports. The FCRA preempts some of these state laws but the scope of preemption continues to be defined by the courts.

• The Financial Services Modernization Act of 1999, or Gramm-Leach-Bliley Act (“GLB Act”)—The GLB Act regulates the receipt, use and disclosure of non-public personal financial information of consumers that is held by financial institutions, including TransUnion. Several of our data sets are subject to GLB Act provisions, including limitations on the use or disclosure of the underlying data and rules relating to the technological, physical and administrative safeguarding of non-public personal financial information. Breach of the GLB Act can result in civil and criminal liability.

• Data security breach laws—A majority of states have adopted data security breach laws that require notice be given to affected consumers under certain circumstances. Some of these laws require additional data protection measures over and above the GLB Act data safeguarding requirements. These state laws vary, but generally require that notification be sent to affected consumers in the event of a breach of personal information under certain circumstances. If data within our system is compromised by a breach, we may be subject to provisions of various state security breach laws.

• Identity theft laws—In order to help reduce the incidence of identity theft, most states and the District of Columbia have passed laws that give consumers the right to place a security freeze on their credit reports to prevent others from opening new accounts or obtaining new credit in their name. Generally, these state laws require us to respond to requests for a freeze within a certain period of time, to send certain notices or confirmations to consumers in connection with a security freeze, and to unfreeze files upon request within a specified time period.

• The Federal Trade Commission Act (“FTC Act”)—The FTC Act prohibits unfair methods of competition, and unfair or deceptive acts or practices. We must comply with the FTC Act when we market our services, such as consumer credit monitoring services. The security measures we employ to safeguard the personal data of consumers could also be subject to the FTC Act, and failure to safeguard data adequately may subject us to regulatory scrutiny or enforcement action. There is no private right of action under the FTC Act.

• The Credit Repair Organizations Act (“CROA”)—The CROA regulates companies that claim to be able to assist consumers in improving their credit standing. There have been efforts to apply the CROA to credit monitoring services offered by consumer reporting agencies and others. CROA is a very technical statute that allows for a private right of action, and permits consumers to recover all money paid for

75

alleged “credit repair” services in the event of violation. We, and others in our industry, have settled purported consumer class actions alleging violations of CROA without admitting or denying liability.

• The Health Insurance Portability and Accountability Act of 1996, as amended by the American Recovery and Reinvestment ACT of 2009 (“HIPAA”)—HIPAA requires companies to implement reasonable safeguards to prevent intentional or unintentional use or disclosure of protected health information. In connection with receiving data from and providing services to health care providers, we may handle data subject to the HIPAA requirements. We obtain protected health information from healthcare providers and payors that are subject to the privacy, security and transactional requirements imposed by HIPAA. We are frequently required to secure HIPAA-compliant “business associate” agreements with the providers and payors who supply data to us. As a business associate, we are obligated to limit our use and disclosure of health-related data to certain statutorily permitted purposes, as outlined in our business associate agreements and the HIPAA regulations, and to preserve the confidentiality, integrity and availability of this data. HIPAA also requires, in certain circumstances, the reporting of breaches of protected health information to affiliated individuals and to the United States Department of Health and Human Services. A violation of any of the terms of a business associate agreement or noncompliance with the HIPAA data security requirements could result in administrative enforcement action and/or imposition of statutory penalties by the United States Department of Health and Human Services or a state attorney general. HIPAA’s requirements supplement but do not preempt state laws regulating the use and disclosure of health-related information; state law remedies (which can include a private right of action) remain available to individuals affected by an impermissible use or disclosure of health-related data.

We are also subject to federal and state laws typically applicable to global businesses, such as antitrust laws, the Foreign Corrupt Practices Act, the Americans with Disabilities Act and employment laws. We continuously monitor federal and state legislative and regulatory activities that involve data privacy and protection to identify issues in order to remain in compliance with all applicable laws and regulations.

International data and privacy protection

We are subject to data protection, privacy and consumer credit laws and regulations in the foreign countries where we conduct business. These laws and regulations include, but are not limited to, the following:

• South Africa: National Credit Act of 2005 (the “Act”)—The Act and its implementing regulations govern credit bureaus and consumer credit information. The Act sets standards for filing, retaining and reporting consumer credit information. The Act also defines consumers’ rights with respect to accessing their own information and addresses the process for disputing information in a credit file.

• Canada: Personal Information Protection and Electronic Documents Act of 2000 (“PIPEDA”)—The PIPEDA and provincial credit reporting laws govern how private sector organizations collect, use or disclose personal information in the course of commercial activities. The PIPEDA gives individuals the right to access and request correction of their personal information collected by such organizations. The PIPEDA requires compliance with the Model Code for the Protection of Personal Information. Most Canadian provinces also have laws dealing with consumer reporting. These laws typically impose an obligation on credit reporting agencies to ensure the accuracy of the information, place limits on the disclosure of the information and give consumers the right to have access to, and challenge the accuracy of, the information.

• India: Credit Information Companies Regulation Act of 2005 (“CICRA”)—The CICRA requires entities that collect and maintain personal credit information ensure that it is complete, accurate and protected. Entities must adopt certain privacy principles in relation to collecting, processing, preserving, sharing and using credit information. The Indian parliament recently passed legislation that would allow individuals to sue for damages in the case of a data breach, if the entity negligently failed to implement “reasonable security practices and procedures” to protect personal data.

76

• Mexico: Law on Credit Reporting Societies of 2002 (“LCRS”)—The LCRS regulates the operations of credit information companies that gather, manage, and release credit history information of individuals and businesses. The LCRS requires credit information companies to provide consumer reports to individuals upon request, and addresses individuals’ right to challenge information in the report. The LCRS requires that credit reporting companies have adequate technology and internal controls for the security and validation of credit information. The Mexican congress is currently drafting comprehensive data protection legislation, which could impose additional obligations regarding information security and fair information practices.

We are also subject to various laws and regulations in the other countries where we operate.

Legal proceedings

General

We are involved in various legal proceedings resulting from our current and former business operations. Some of these proceedings seek business practice changes or large damage awards. These actions generally assert claims for violations of federal or state credit reporting or consumer protection laws, or common law claims related to privacy, libel, slander or the unfair treatment of consumers. We believe that most of these claims are either without merit or we have valid defenses to the claims, and it is our position to vigorously defend these matters. However, due to the uncertainties inherent in litigation we cannot predict the outcome in each instance. We could incur costs or suffer an adverse result that may have a material adverse effect on our business or financial condition.

To reduce our exposure to a significant monetary award resulting from an adverse judicial decision we maintain insurance that we believe is appropriate and adequate based on our historical experience. We regularly advise our insurance carriers of the claims (threatened or pending) against us and generally receive a reservation of rights letter from the carriers when such claims exceed applicable deductibles. Other than the Privacy Litigation, we are not aware of any significant monetary claim that has been asserted against us that would not be covered to some extent by insurance.

Privacy Litigation

We were the defendant in sixteen purported class actions that arose from our Performance Data Division that was discontinued over 10 years ago. All of these purported class actions, except for Andrews v. Trans Union, LLC, Case No. 02-18553, filed in 2002 in the Civil District Court, Parish of Orleans, Louisiana (the “Louisiana Action”) were consolidated for pre-trial purposes in the United States District Court for the Northern District of Illinois (Eastern Division) and are known as In Re TransUnion Corp. Privacy Litigation, MDL Docket No. 1350. We refer to these matters as the “Privacy Litigation”

The Privacy Litigation, which began in 2000, was the result of our sale of target marketing information, including names and addresses of individuals to businesses for marketing purposes. The FTC challenged our target marketing practice in 1992 and a final decision was rendered in 1999 holding that the target marketing lists being sold were consumer reports as defined in the FCRA.

A settlement of this matter was approved by the court on September 17, 2008. Pursuant to the terms of settlement we paid $75.0 million into a fund for the benefit of class members and we provided approximately 600,000 individuals with free credit monitoring services. All class members, including those in the Louisiana Action, released their procedural rights to pursue the claims alleged in these matters through a class action. However, all class members (other than the named plaintiffs in the Privacy Litigation and the Louisiana Action) did retain their right to bring a separate, individual action against us for the claims alleged in these matters provided these post-settlement claims were asserted on or before September 18, 2010. The settlement agreement provides that any money remaining in the fund after payment of notice costs, class counsel fees and administrative expenses will be used to satisfy any post-settlement claims with remaining funds distributed on a pro-rata basis to class members who elected to receive a potential cash payment as part of the consideration to release their procedural rights.

77

We have been advised that there are approximately 100,000 post-settlement claimants seeking payment from the settlement fund. We are currently in mediation with counsel representing the class members and the post-settlement claimants to bring this matter to conclusion. We believe the remaining amount of the fund will be sufficient to meet all demands asserted by post-settlement claimants and class members against us and that any future costs and expenses that we incur with respect to this matter will not have a material adverse effect on our financial condition.

Bankruptcy tradeline litigation

In a matter captioned White, et al v. Experian Information Solutions, Inc. (No. 05-cv-01070-DOC/MLG, filed in 2005 in the United States District Court for the Central District of California), plaintiffs sought class action status against Equifax, Experian and TransUnion in connection with the reporting of delinquent or charged-off consumer debt obligations on a consumer report after the consumer was discharged in a bankruptcy proceeding. The claims allege that each national consumer reporting company did not automatically update a consumer’s file after their discharge from bankruptcy and such non-action was a failure to employ reasonable procedures to assure maximum file accuracy, a requirement of the FCRA.

Without admitting any wrongdoing, we have agreed to a settlement of this matter. On August 19, 2008, the Court approved an agreement whereby we and the other industry defendants voluntarily changed certain operational practices. These changes require us to update certain delinquent records when we learn, through the collection of public records, that the consumer has received an order of discharge in a bankruptcy proceeding. These business practice changes did not have a material adverse impact on our operations or those of our customers.

In 2009, we also agreed, with the other two defendants, to settle the monetary claims associated with this matter and to deposit $17.0 million ($51 million in total) into a settlement fund that will be used to pay the class counsel’s attorney fees, all administration and notice costs of the fund and the purported class and a variable damage amount to consumers within the class based on the level of harm the consumer is able to confirm. Our share of this settlement was fully covered by insurance. This settlement has been preliminarily approved by the Court. The settlement approval is being opposed by certain plaintiff class members who assert, among other things, that the settlement payment is inadequate in the face of allegations that the industry willfully violated the FCRA. Objectors have asserted that if a willful violation can be proven, the damages payable by the three credit reporting companies would be in excess of $1.0 billion. If the monetary settlement is not finally approved by the Court we expect to vigorously litigate this matter and assert valid defenses we have to the claims made by the plaintiffs. Although we believe we have defenses and have not violated any law, as well as additional insurance coverage, due to the uncertainties of litigation the ultimate outcome of this matter is not certain. However, we do not believe the final resolution of this matter will have a material adverse effect on our financial condition.

Deceptive credit score

A complaint was filed in late 2008 (Chudner v. TransUnion Interactive, Inc. and Trans Union LLC, United States District Court—Oregon), alleging a class action on behalf of Oregon residents who purchased credit scores from one of our subsidiaries on files delivered from Equifax or Experian. The lawsuit alleged that we deceptively misrepresented the type of credit score that was being sold by us to consumers. In particular, the plaintiffs asserted that consumers are misled into believing, based on statements made on our consumer services website, that the credit score consumers buy from us was issued directly by or from Equifax and Experian. We have had this matter transferred to the U.S. District Court in Delaware (Chudner v. TransUnion Interactive, Inc. et al (No. 09-CV-00433-ER) United States District Court—Delaware). The specific claims related to deceptive practices under Oregon and Delaware law have been dismissed. Plaintiffs are principally alleging a nationwide breach of contract claim and unjust enrichment against us.

In December 2010 the federal court in Delaware dismissed all class claims against us. As a result, the plaintiffs and we agreed to the dismissal of this action with prejudice.

78

Management

Directors and executive officers

The directors and principal officers of the Parent, and their positions and years of birth, are set forth below:

Name	Year of birth		Position
John A. Canning, Jr		1944	Director
Timothy M. Hurd		1969	Director
Vahe A. Dombalagian		1973	Director
Edward M. Magnus		1975	Director
Nigel W. Morris		1958	Director
Penny Pritzker		1959	Director, Non-Executive Chairman of the Board of Directors
Matthew A. Carey		1964	Director
Renu S. Karnad		1952	Director
Siddharth N. (Bobby) Mehta		1958	Director, President & Chief Executive Officer
Samuel A. Hamood		1968	Executive Vice President & Chief Financial Officer
John W. Blenke		1955	Executive Vice President & General Counsel
Ian M. Drury		1965	Executive Vice President & Chief Information Officer—U.S. Information Services
Paul E. Fritz		1963	Executive Vice President—Technical and Business Operations
Jeffrey J. Hellinga		1958	Executive Vice President—U.S. Information Services
Andrew Knight		1957	Executive Vice President—International
Mary K. Krupka		1955	Executive Vice President—Human Resources
Mark W. Marinko		1962	Executive Vice President—Interactive
Wilbert P. Noronha		1959	Executive Vice President—Global Analytics Decision Services

The present and principal occupations and recent employment history of each of the directors and executive officers of the Parent listed above is as follows:

John A. Canning, Jr. is the Chairman and co-founder of the Sponsor. Prior to co-founding the Sponsor, Mr. Canning spent 24 years with First Chicago Corporation, most recently as Executive Vice President of The First National Bank of Chicago and President of First Chicago Venture Capital. Mr. Canning currently serves on the board of directors of Exelon Corporation, Milwaukee Brewers Baseball Club, Northwestern Memorial Hospital, and Children’s Inner City Educational Fund and on the board of trustees of the Big Shoulders Fund, The Museum of Science and Industry, and Northwestern University. Mr. Canning is also a commissioner of the Irish Pension Reserve Fund, a trustee and chairman of The Chicago Community Trust, a trustee and chairman of The Field Museum, chairman of the Chicago News Cooperative, and former director and chairman of the Federal Reserve Bank of Chicago.

Timothy M. Hurd is a Managing Director of the Sponsor and joined that firm in 1996. Prior to joining the Sponsor, Mr. Hurd was with Goldman, Sachs & Co. Mr. Hurd currently serves on the board of directors of CapitalSource Inc., Nuveen Investments, Inc., the CFA Society of Chicago, Children’s Memorial Foundation, and the Endowment & Investment Committee of the Chicago Symphony Orchestra.

Vahe A. Dombalagian is a Managing Director of the Sponsor and joined that firm in 2001. Prior to joining the Sponsor, Mr. Dombalagian was with Texas Pacific Group, a private equity firm, and Bear Stearns & Co., Inc. Mr. Dombalagian currently serves on the board of directors of Cinemark Holdings, Inc., L.A. Fitness International, LLC, and Nuveen Investments, Inc.

79

Edward M. Magnus is a Director of the Sponsor and joined that firm in 2004. Prior to joining the Sponsor, Mr. Magnus was with Donaldson, Lufkin, & Jenrette in the financial institutions group and with the Sponsor as an Associate for two years. Mr. Magnus currently serves on the board of directors of Nuveen Investments, Inc.

Nigel W. Morris is the managing partner of QED Investors LLC, a direct investment fund focused on high-growth companies that leverage the power of data strategies. In addition, he works in an advisory capacity with General Atlantic Partners and Oliver Wyman Consulting. He serves on the board of numerous for-profit companies, including Network Solutions, Prosper, Clearspring Technologies, Media Math, and Mobile Posse. He is also on the board of the London Business School and Venture Philanthropy Partners, and is a member of the Global Leadership Council at the Brookings Institution.

Penny Pritzker has been the Non-Executive Chairman of the Board of Directors since 2005. Ms. Pritzker is the Chairman of CC-Development Group, Inc., which operates Vi (formerly known as Classic Residence by Hyatt), an owner and operator of upscale retirement communities throughout the United States; serves as President and Chief Executive Officer of Pritzker Realty Group, a real estate investment and advisory firm; is co-founder and Chairman of The Parking Spot, a near-airport parking company; is a Director and Vice President of The Pritzker Foundation, a charitable foundation; a member of the President’s Economic Recovery Advisory Board; and served as National Finance Chair of Barack Obama’s presidential campaign. Ms. Pritzker is also a director of Hyatt Hotels Corporation. Ms. Pritzker served as a director of the Marmon Group, Inc. until March 2008. Ms. Pritzker served as director of the William Wrigley Jr. Company from 1994 to 2005, and as director for LaSalle Bank Corporation, N.A. from 2004 to 2007.

Matthew A. Carey has been a member of our board of directors since 2009. Mr. Carey is executive vice president and chief information officer for The Home Depot, where he is responsible for all aspects of Home Depot’s information technology and communication systems and services. Before joining The Home Depot in 2008, Mr. Carey served as senior vice president and chief technology officer at eBay. Prior to joining eBay in 2006, Mr. Carey spent more than 20 years with Wal-Mart, where he was senior vice president and chief technology officer.

Renu S. Karnad has been a member of our board of directors since 2008. Ms. Karnad serves in numerous leadership roles, including serving as a director for ICI India, Limited, Credit Information Bureau (India) Limited, Motor Industries Co. Limited, Mother Dairy Fruits and Vegetables Private Limited, HDFC ERGO General Insurance Company Limited, Gruh Finance Limited and Sparsh BPO Services Limited. Ms. Karnad is a member of the Managing Committee of Indian Cancer Society and Vice Chairperson of the Governing Council of Indraprastha Cancer Society & Research Centre.

Siddharth N. (Bobby) Mehta joined TransUnion in August 2007. Since he joined he has served as the President & Chief Executive Officer. From May 2007 through July 2007, he was a consultant to our board of directors. From 1998 through February 2007, he held a variety of positions with HSBC Finance Corporation and HSBC North America Holdings, Inc. From May 2005 through February 2007 he was the Chairman and Chief Executive Officer of HSBC Finance Corporation. From March 2005 through February 2007 he was also the Chief Executive Officer of HSBC North American Holdings, Inc. From 1998 through February 2005 he was the Group Executive, Credit Card Services, of HSBC Finance Corporation. Prior to HSBC, he served as a Senior Vice President at the Boston Consulting Group in Los Angeles and co-leader of Boston Consulting Group Financial Services Practice where he developed retail, insurance and investment strategies for a variety of financial service clients. He also serves on the Board of Directors of DataCard Group, The Chicago Public Education Fund and The Field Museum.

Samuel A. Hamood joined TransUnion in February 2008. Since he joined he has served as Executive Vice President & Chief Financial Officer. From 2002 through January 2008, he held a variety of positions at Electronic Data Systems. From January 2007 to January 2008, he was the Chief Financial Officer for the U.S. Region. From April 2004 to December 2006 he was the Vice President of Investor Relations. From 2002 through

80

March 2004 he was the Senior Director of Corporate Strategy and Planning. Prior to that, he spent six years with the Walt Disney Company in a variety of finance and strategy roles with increasing levels of responsibility. He also spent five years in the audit practice of Deloitte and Touche, LLP.

John W. Blenke joined TransUnion in May 2003. Since he joined he has served as the Executive Vice President & General Counsel. From 1989 through April 2003, he held a variety of positions with HSBC North America, including most recently the Vice President of Corporate Law, where he managed the corporate legal functions responsible for mergers and acquisitions, corporate finance, and consumer finance branch-based and wholesale lending.

Ian M. Drury joined TransUnion in November 2007. Since he joined he has served as the Chief Information Officer of the U.S. Information Services segment. From July 2004 through October 2007, he was the Chief Information Officer of United Automobile Insurance Group.

Paul E. Fritz joined TransUnion in December 2005. Since November 2009, he has served as the Executive Vice President of Technical and Business Operations. Prior to that, he held a variety of management positions with increasing levels of responsibility since he joined TransUnion.

Jeffrey J. Hellinga joined TransUnion in 1998. Since January 2005, he has served as the Executive Vice President of the U.S. Information Services segment. Prior to that, he held a variety of management positions with increasing levels of responsibility since he joined TransUnion.

Andrew Knight joined TransUnion in 1993. Since June 2008, he has served as the Executive Vice President of the International segment. From February 2004 through May 2008 he was the Chief Executive Officer of TransUnion Africa. From 1993 through January 2004, he was the Managing Director of TransUnion Africa.

Mary K. Krupka joined TransUnion in 1977. Since January 2003, she has served as the Executive Vice President of Human Resources. Prior to that, she held a variety of human resource management positions with increasing levels of responsibility since she joined TransUnion.

Mark W. Marinko joined TransUnion in 1996. Since September 2004, he has served as the Executive Vice President of the Interactive segment. Prior to that, he held a variety of finance management positions with increasing levels of responsibility since he joined TransUnion.

Wilbert P. Noronha joined TransUnion in April 2008. Since he joined, he has served as the Executive Vice President of Analytics and Decision Services. From June 1998 through March 2008 he held a variety of finance and operating management positions at HSBC Finance Corporation.

There is no family relationship among any of our directors and executive officers.

Board of Directors of the Parent

The Board of Directors of the Parent is currently composed of nine directors. Because affiliates of the Sponsor own approximately 51.0% of the common stock of the Parent, we would be a “controlled company” under the rules of the New York Stock Exchange, which would qualify us for exemptions from certain corporate governance rules of the New York Stock Exchange, including the requirement that the Board of Directors of the Parent be composed of a majority of independent directors.

Audit committee

The audit committee currently consists of Messrs. Dombalagian and Carey and Ms. Karnad. The audit committee has responsibility for, among other things, the quality of our financial reporting and internal control processes, our independent auditor’s performance and qualification and the performance or our internal audit function.

81

Compensation committee

The compensation committee currently consists of Mses. Pritzker and Karnad, and Mr. Dombalagian. The compensation committee has responsibility for, among other things, review and approval of executive compensation, review and approval of equity compensation and review and approval of TransUnion’s compensation philosophy, strategy and principles.

Corporate governance and nominating committee

The corporate governance committee currently consists of Mr. Canning and Mses. Karnad and Pritzker. The corporate governance committee has responsibility for, among other things, review of corporate governance guidelines and oversight of the evaluation of the effectiveness of the Board of Directors of the Parent and its committees.

Acquisitions and strategy committee

The acquisitions and strategy committee currently consists of Messrs. Hurd, Magnus, Mehta and Morris, and Ms. Pritzker. The acquisitions and strategy committee has responsibility for, among other things, review of the development and implementation of the strategic business plans of TransUnion and review of potential acquisitions, investments or material dispositions.

Compensation committee interlocks and insider participation

None of the executive officers of the Parent has served as a member of the board of directors or compensation committee of another entity that had one or more of its executive officers serving as a member of the Board of Directors of the Parent.

Director compensation

See “Compensation disclosure and analysis—Director compensation.”

82

Compensation discussion and analysis

The information contained in “Compensation discussion and analysis” describes the material elements of compensation paid or awarded to the principal executive officer, principal financial officer, and the other three most highly compensated executive officers of the Parent (collectively, our “named executive officers” or “NEOs”) and to the members of the Board of Directors of the Parent.

For 2010, our named executive officers are:

• Mr. Siddharth N. (Bobby) Mehta—President & Chief Executive Officer (the “CEO”)

• Mr. Samuel A. Hamood—Executive Vice President & Chief Financial Officer

• Mr. Jeffrey J. Hellinga—Executive Vice President—U.S. Information Services

• Mr. Andrew Knight— Executive Vice President—International

• Mr. John W. Blenke—Executive Vice President & General Counsel

The specific amounts and material terms of such compensation paid, payable or awarded for 2010 to the named executive officers are disclosed under “—Executive compensation—Summary compensation table—2010” and the subsequent tables and narrative. The Compensation Committee of our Board of Directors (the “Compensation Committee”) oversees the compensation program for our named executive officers.

Executive summary

Our compensation program is intended to align the interests of our executives and stockholders by rewarding executives for the achievement of strategic goals that successfully drive our operations and, thereby, enhance stockholder value. The primary components of our executive compensation program are base salary, annual cash incentives and long-term equity awards.

We provide named executive officers and other employees with a base salary to compensate them for services rendered during the fiscal year. The Compensation Committee annually evaluates the performance of the CEO and determines his base salary and other compensation in light of the goals and objectives of TransUnion and the executive compensation program. The Committee annually reviews and adjusts executive officers’ base salaries based on a recommendation from the CEO.

Our annual cash incentives are designed to reward executive officers based on individual performance (as measured against individual goals) and our overall financial results (as measured against financial targets). The incentive targets, which are set annually with the review and approval of the Compensation Committee, are intended to highlight key strategic priorities and financial metrics.

Equity grants are intended to create a strong alignment between management’s interests and those of the stockholders. From 2005 until the Change in Control Transaction, we used restricted stock as the sole vehicle for equity compensation. In connection with the Change in Control Transaction and consistent with the terms of the awards, all outstanding restricted stock awards were accelerated and cashed-out. Following and as negotiated as part of the Change in Control Transaction, we provided executives equity compensation opportunities through a stock option grant, intended to provide the amount of equity compensation the executives would have received over the next five years. Additionally, as part of the Change in Control Transaction, each of our named executive officers was required to roll over a portion of their pre-Change in Control Transaction holdings of Parent common stock into non-voting common stock of the Parent. The option grants and the rollover equity are intended to incentivize management to remain focused on increasing the long-term value of the Company and create alignment between the executives’ interests and those of the stockholders.

83

The Compensation Committee uses various tools, such as benchmarking reports and tally sheets, to confirm that the level of pay of each named executive officer is appropriate. However, base salary, annual bonus goals, and long-term equity awards are each specifically designed to meet the compensation objectives set forth above.

Despite continued weakness in our domestic markets, we reported net operating income of $216.1 million on revenue of $956.5 million for 2010, compared to net operating income of $204.4 million on revenue of $924.8 million for 2009, an increase of 5.7% in net operating income and 3.4% in revenue. Our continued international growth and our ongoing focus on our cost structure have enabled us to generate strong operating margins in 2010 compared to 2009 despite the soft economic conditions. Revenue and net income were higher in the second half of 2010 compared to the first half of 2010, as each of our business segments trended favorably.

Compensation philosophy and objectives

The following statements identify key components of our compensation philosophy. These statements are used to guide the Compensation Committee in making compensation decisions.

• Attract, motivate, and retain highly experienced executives who are vital to our short- and long-term success, profitability and growth.

• Create alignment with executives and stockholders by rewarding executives for the achievement of strategic goals that successfully drive our operations and, thereby, enhance shareholder value.

• Differentiate executive rewards based on actual individual performance while also rewarding for our overall results.

These objectives have provided a basis for our compensation program since 2005. The Compensation Committee, which is responsible for establishing and reviewing our overall compensation philosophy, evaluates these objectives on an annual basis to confirm the appropriateness of each objective in light of the overall corporate strategy and typical market practices.

Role of Compensation Committee, management and compensation consultant in compensation decisions

The Compensation Committee was created to provide stewardship over our compensation and benefit programs, including executive compensation and equity plans. Pursuant to its charter, the Compensation Committee is responsible for overseeing our executive compensation program, developing and reviewing our executive compensation philosophy and approving decisions regarding executive compensation. As part of this responsibility, the Compensation Committee evaluates the performance of the CEO and determines his compensation in light of our goals and objectives and the executive compensation program. The Compensation Committee also reviews and approves annually all compensation decisions affecting our executive officers, including our named executive officers.

Additionally, the Compensation Committee performs the following functions in carrying out its responsibilities:

• Reviews annually the components of our executive compensation programs to determine whether they are consistent with our compensation philosophy;

• Reviews and approves corporate goals and objectives relevant to the CEO’s compensation, including annual performance objectives;

• Recommends to the Board of Directors the creation or amendment of any compensation program that permits participation of the executive officers or any other executive whose compensation is determined by the Compensation Committee; and

• Reviews, approves and monitors any employment, separation or change-in-control severance agreements.

84

The Compensation Committee’s responsibilities are defined in its charter, which can be found on our website, www.transunion.com. The Compensation Committee reviews the charter annually and recommends to the Board of Directors any changes to the charter that it deems necessary or appropriate.

The Compensation Committee is ultimately responsible for making the compensation decisions, including approval of equity grant recommendations, relative to executive officers. However, in making its decisions, the Compensation Committee seeks and considers input from senior management and Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consultant.

The executive officers play an important role in the compensation decision-making process because management has direct involvement with and in-depth knowledge of our business strategy, goals, and performance. Executive management regularly participates in the compensation decision making process in the following specific respects:

• The CEO reports to the Compensation Committee with respect to his evaluation of the performance of our executives, including the other named executive officers. Together with the Executive Vice President of Human Resources, the CEO makes recommendations as to compensation decisions for these individuals, including base salary levels and the amount and mix of incentive awards;

• The CEO develops recommended performance objectives and targets for our incentive compensation programs; and

• The CEO and the Executive Vice President of Human Resources recommend long-term equity grants for executive officers, other than the CEO, for approval by the Compensation Committee.

Meridian’s engagement includes reviewing and advising on executive compensation matters principally related to the CEO, the executive officers, and outside directors. For 2010, Meridian assisted the Compensation Committee by (a) recommending a peer group for benchmarking purposes and (b) providing peer group data, including an analysis of total direct compensation (base salary, annual cash incentives and long-term equities). Meridian also assists the Compensation Committee in review of general market practices and management compensation proposals.

Market analysis and benchmarking

The Compensation Committee uses various tools and methods, such as benchmarking reports and tally sheets, to evaluate whether each named executive officer’s level of pay is appropriate. Base salary, annual bonus goals and long-term equity awards are each specifically designed to meet our compensation objectives.

Benchmarking

Percentile Goals

The Compensation Committee has approved the following target percentile for each pay component to support our compensation objectives.

Pay component	Target percentile of customer peer group
Base salary	50th Percentile
Target annual bonus	50th Percentile
Long-term equity	65th Percentile

Historically, the Compensation Committee has consistently determined that targeting the 65^th percentile for long-term equity grants was appropriate to attract and retain the desired level of management talent as well as incentivizing management to focus on our long-term objectives by having a greater percentage of pay at risk over the longer term.

85

Peer Group

The following peer group was approved by the Compensation Committee in 2009 (the “Custom Peer Group”) and used in 2010 in reviewing and benchmarking the various pay elements against the targeted percentiles above.

Acxiom Corporation	Equifax Inc.	Merrill Corporation
Alliance Data Systems Corporation	Experian Services Corporation	Moody’s Corporation
Ceridian Corporation	Fair Isaac Corporation	Paychex, Inc.
ChoicePoint, Inc.	First Data Corporation	Synovus Financial Corporation
Convergys Corporation	Fiserv, Inc.	TeleTech Holdings, Inc.
Deluxe Corporation	Global Payments, Inc.	Total System Services
Discover Financial Services	Harte Hanks, Inc.	Unisys Corporation
DST Systems, Inc.	Marshall & Ilsley Corporation	Valassis Communications, Inc
The Dun & Bradstreet Corporation

The Customer Peer Group was selected to be representative of the financial sector in which we compete for executive talent. Additional criteria were considered in order to properly select component companies for the Custom Peer Group:

• operating/industry competitors;

• labor market competitors;

• competitors for capital;

• revenue size; and

• data availability.

Use of tally sheets

In February 2010, the Compensation Committee reviewed individual worksheets and corresponding tally sheets for each executive officer, including the named executive officers. These worksheets, which are prepared by management, provide a summary of the current and historical amounts of each component of pay, including a historical review of prior long-term equity grants and the value received. In 2010, the Compensation Committee did not recommend or approve changes to our named executive officers’ compensation based on its review of this information. Rather, the Compensation Committee reviewed the tally sheets as a tool to confirm that pay objectives continue to be aligned with the long-term interests of the stockholders.

2010 Compensation

Base Salary

As described above, we provide each of the named executive officers with a base salary to compensate them for services rendered during the fiscal year. Each year, the Compensation Committee evaluates the performance of the CEO and determines his base salary and other compensation in light of our goals and objectives and the executive compensation program. The Compensation Committee also reviews and adjusts each other named executive officer’s base salary annually based on a recommendation from the CEO. The CEO generally recommends a base salary increase for the other named executive officers when supported by strong individual performance, and/or executive promotion, or when supported by the external market data. For 2010, the CEO did not recommend any base pay increases for any of the other named executive officers, and the Compensation Committee did not increase the CEO’s base salary because the base pay of each named executive officer fell within a reasonable range of the targeted percentile of the median for the Custom Peer Group.

86

2010 Annual Bonus Plan

Annual bonus compensation is designed to reward executive officers based on actual individual performance and our overall financial results. Our overall financial performance is measured by our achievement of financial targets established under the Annual Bonus Plan. Additionally, individual and other qualitative goals are set to successfully drive our operations to achieve the overall corporate strategy. All of the named executive officers participate in the Annual Bonus Plan. Under the plan, the named executive officers are paid cash incentive awards to the extent we meet or exceed financial and non-financial performance goals set by the Compensation Committee at the beginning of the year. Individual awards may be adjusted by the Compensation Committee, based on a recommendation from the CEO.

Target bonus levels

Each executive is assigned a target bonus expressed as a percentage of their base pay at the beginning of the year. The target is determined by the Compensation Committee after consideration of several factors, including the individual executive’s duties and responsibilities, market data, and individual executive capabilities. The bonus targets for 2010 were set within a reasonable range of the targeted percentile of the median for the Custom Peer Group. The following table illustrates the target bonus as a percentage of base pay for each executive for the 2010 performance period.

Executive	2010 target bonus as a % of base pay
Mr. Mehta	100%
Mr. Hamood	75%
Mr. Hellinga	60%
Mr. Knight	60%
Mr. Blenke	50%

Objectives, weighting and potential payouts

Each executive’s individual goals and objectives vary based on their individual roles within TransUnion. The following table defines the various financial and non-financial objectives that the Compensation Committee approved for the 2010 performance period.

Objective	Definition
Corporate revenue growth	The amount of growth in overall TransUnion revenues
Corporate expense management	The ability to meet corporate budget or realize sustainable savings
Corporate operating income	Income after expenses and other adjustments for bonus plan purposes
Business unit revenue growth	The amount of growth in revenues for the specific business unit for which the named executive officer is responsible
Business unit operating income	Income after expenses for the specific business unit for which the named executive officer is responsible
Business unit operating budget	The ability of the specific business unit for which the named executive officer is responsible to meet its budget
Strategic projects	Ability to deliver specific tangible projects within a performance period
Talent management	Focus on specific initiatives designed to enhance the retention of key talent

The objectives for revenue growth and operating income were selected by the Compensation Committee to appropriately provide incentive rewards to executives based on achievement of corporate goals in consideration of the overall corporate strategy.

Corporate expense management has been a focus over the past few years. The purpose of the expense management objective was to create sustainable reductions in expenses by reviewing current strategies and

87

locating areas of savings. Each business unit was expected to contribute to our overall cost management goal through improved efficiencies and productivity gains, while maintaining quality. At the CEO’s recommendation, the Compensation Committee agreed that this goal was directly aligned with the overall corporate strategy.

The CEO recommended the use of non-financial objectives related to strategic projects and talent management as new goals for the 2010 performance period. The Compensation Committee approved these goals because they were aligned to our corporate strategy and achievement of these goals would create shareholder value. The goals were set in a manner that would ensure that, if delivered, they would significantly advance strategic objectives. Each executive had a set of goals specifically tied to his or her ability to affect our corporate strategy. Additionally, stretch goals were designed to provide the executive the opportunity to achieve payouts for performance that exceeded 100% of these non-financial goals. The stretch goals were set to be attainable only with superior performance.

The following table is a summary of how each of the above objectives was weighted for each named executive officer for the 2010 performance period. Each individual executive’s objective weightings are determined based on their specific roles, duties and responsibilities. The various weightings are meant to reflect the influence that the executive’s performance may actually have on the metric. The Compensation Committee believes this strengthens the direct link between pay and performance.

Executive	Objective	Weighting
Mr. Mehta, President & Chief Executive Officer	Corporate Revenue Growth		25	%
	Corporate Operating Income		50	%
	Key Projects—Talent Management		5	%
	Key Projects—Cost Management		15	%
	Key Projects—Strategic Projects		5	%
Mr. Hamood, Executive Vice President & Chief Financial Officer	Corporate Operating Income		25	%
	Corporate Operating Expense		25	%
	Key Projects—Talent Management		5	%
	Key Projects—Cost Management		22.5	%
	Key Projects—Strategic Projects		22.5	%
Mr. Hellinga, Executive Vice President—U.S. Information Services	Business Unit Revenue Growth		35	%
	Corporate Operating Income		25	%
	Business Unit Operating Income		25	%
	Key Projects—Talent Management		5.25	%
	Key Projects—Cost Management		9.75	%
Mr. Knight, Executive Vice President—International	Business Unit Revenue Growth		35	%
	Corporate Operating Income		25	%
	Business Unit Operating Income		25	%
	Key Projects—Talent Management		5.25	%
	Key Projects—Cost Management		9.75	%
Mr. Blenke, Executive Vice President & General Counsel	Corporate Revenue Growth		15	%
	Corporate Operating Income		25	%
	Business Unit Operating Budget		25	%
	Key Projects—Talent Management		22.75	%
	Key Projects—Cost Management		12.25	%

Based upon the weightings above, each named executive officer had the ability to achieve 100% of their target bonus if target performance is achieved. However, a named executive officer’s actual bonus payout increased or decreased based on individual and company financial performance. The minimum bonus payout is zero percent and the maximum bonus payout was 200% of target bonus.

88

The following tables represent what the payout, as a percentage of target, would be if our financial performance was achieved at threshold, target, or maximum levels (as shown below) for two objectives: corporate revenue growth and operating income. No payout would result if performance was below threshold levels. The table includes the specific growth percentage or dollar amount that was required for achievement at each level in 2010.

Corporate revenue growth

Threshold						Target								Maximum
Revenue growth	Performance as a percentage of plan		Payout			Revenue growth		Performance as a percentage of plan			Payout			Revenue growth		Performance as a percentage of plan			Payout
<$49,450,000		N/A		0	%	$	49,450,000		100	%		100	%	$	70,900,000		143.4	%		200	%

Operating income—Incentive plan basis

Threshold							Target								Maximum
Operating income	Performance as a percentage of plan			Payout			Operating income		Performance as a percentage of plan			Payout			Operating income		Performance as a percentage of plan			Payout
$173,601,600		80	%		25	%	$	217,002,000		100	%		100	%	$	238,702,200		110	%		200	%

The Compensation Committee’s intent with establishing both the financial and non-financial goals and target percentages is to provide a comparable level of difficulty in achieving the goals and receiving annual incentive awards for each named executive officer annually. However, payment of annual incentives will vary from year to year and may or may not be consistent with historical payment trends.

The financial objectives tied to business unit performance were designed to require strong performance to achieve the target bonus. In 2008 and 2009, the named executives with operating income objectives attained between 80% and 98% of those objectives. Only one named executive officer attained the revenue objectives in 2009 and none of the revenue objectives was attained in 2008.

The expense management goal was to attain sustainable, incremental cost savings of 1.3% of our operating plan budget through supportable run-rate reductions and improved efficiencies. If we obtained 1.6% cost savings, that portion of the bonus paid out at maximum. Each named executive officer will be rewarded based upon that officer’s contribution toward the cost management initiative as assessed by the CEO. The named executives each achieved maximum payouts for their 2008 and 2009 expense management goals (or the expense management component of other goals). The Compensation Committee believed that the 2010 targets for incremental improvement were appropriately challenging in view of the cost reductions already achieved in prior years.

The talent management objectives for each of the NEOs included establishing and cascading goals throughout the organization, conducting mid-year talent reviews, implementing career development, succession and compensation planning initiatives and achieving an objective for retaining identified key talent. In addition, the CEO was responsible for connecting with the top leaders identified through the review process. We believe that these objectives will aid in the grooming and retention of key personnel, the mitigation of staffing risks and the delivery of value to shareholders through increased management continuity and effectiveness. These objectives are largely within the control of the named executive officers and, as such, were expected to be earned and paid in full.

Mr. Mehta had a strategic objective of driving the development of a detailed enterprise architecture blueprint for implementation in 2011. The Compensation Committee recognized that implementation would be a challenging goal, but expected that the blueprint would be developed.

89

Mr. Hamood was charged with leading and facilitating our preparation for and execution of the Change in Control Transaction. This objective was achieved.

Actual payouts

The following narrative summarizes the performance of the 2010 financial and non-financial goals under the 2010 Annual Bonus Plan.

Results of financial goals

The corporate financial results for the 2010 performance period are described in the narrative accompanying “—Grants of plan-based awards—2010.”

Results of non-financial goals

At the end of the performance period, the CEO evaluated each of the named executive officers in conjunction with the individual’s own self evaluation. Based on the CEO’s evaluation, with input from others including the named executive officer, the CEO rated the executive’s qualitative objectives against the executive’s performance goals.

• Based on this assessment, the CEO recommended to the Compensation Committee a performance evaluation rating, as a percentage of total qualified goal bonus opportunity, for each executive. Additionally, the Compensation Committee reviewed the CEO’s performance and determined a level of performance against his qualitative performance goals.

• The CEO was able to recommend an increase or decrease for each executive’s total bonus for Compensation Committee approval. The Compensation Committee did exercise this discretion when approving the annual bonus awards. While not achieving his revenue targets, Mr. Hellinga received a discretionary payment in recognition of achieving favorable income objectives in a very challenging environment and improved performance in the second half of the year.

• Additionally, the Compensation Committee applied discretion and determined to pay the CEO’s bonus at 130% of target in order to align the CEO’s bonuses (as a percentage of target) more closely with the levels achieved the executive management team and to recognize the CEO’s contributions to those achievements.

Taking into account the financial performance results and the CEO’s evaluation and recommendation, the Compensation Committee met in February 2011 to set and approve annual bonus payments to each of the named executive officers and evaluate the CEO’s performance. In February 2011, the Compensation Committee approved annual bonus payments to the named executive officers ranging from 87 to 180 percent of the named executive officers’ target opportunity based upon 2010 performance. The annual bonus payments will subsequently be paid in March of 2011. For more detailed information regarding individual executive annual bonus awards, see the narrative following “—Grants of plan-based awards—2010.”

Long-term equity plan

In 2005, all of the common stock of the Parent was distributed to the stockholders of our former parent company for the important business reason of providing management ownership to create a strong alignment between the management team and our stakeholders. We have made significant equity grants in previous years to further this important purpose. Historically, restricted stock had been used as the sole equity vehicle for executive officers, as restricted stock was considered the most appropriate vehicle to create an immediate and actual shareholder interest and perspective for key executives.

90

Restricted stock grants

As noted above, 100% of the total award value has been granted in the form of restricted stock. Awards generally vested ratably over three years such that they are fully vested on the January 1 following the second anniversary of the grant (i.e., grants made in 2010 are fully vested on January 1, 2013). Emphasizing retention, these awards require continued service with TransUnion during the vesting period. Restricted stock has value tied to share price at the time of vesting aligning the interests of the executive officers with those of stockholders. Restricted stock also facilitates stock ownership and consists of issued and outstanding shares of common stock, with dividend and voting rights from the date of grant.

As consistent with prior practice, in February 2010, the Compensation Committee awarded restricted stock to Mr. Mehta, Mr. Hamood, Mr. Hellinga, Mr. Blenke and Mr. Knight with a total award value at the time of grant, as follows:

Executive	Total award value
Mr. Mehta	$	1,725,000
Mr. Hamood	$	470,800
Mr. Hellinga	$	546,100
Mr. Blenke	$	352,000
Mr. Knight	$	242,000

Initially, the Compensation Committee reviewed a market pay study of the Custom Peer Group, provided by Meridian, which targeted the 65th percentile of external market practices for long-term equity grants. The market amounts were subsequently adjusted upwards or downwards as necessary based on our performance and individual performance as well as the sizes of previous awards granted to the executive. These adjustments help to ensure consistent linkage to paying for performance over the years. All of the grants were within the range of the targeted percentile, except the grants for Mr. Mehta and Mr. Blenke, which were adjusted upward by approximately 15% for Mr. Mehta and 20% for Mr. Blenke, to reflect their individual performance and to maintain consistency with Mr. Blenke’s historical compensation levels.

Stock option grants

In connection with the Change in Control Transaction, on July 20, 2010, all named executive officers received stock options. These grants were the results of negotiations between management, the Sponsor and the Compensation Committee and are designed to reward executives to increase shareholder value by providing them an incentive to keep focused on the long-term value of the Company. This one-time grant was designed to replace our traditional annual grants. The exercise price of the options is equal to the per share price at which the Sponsor purchased the common stock of the Parent, which reflected the fair market value of the shares of our Parent’s common stock at such time. The options vest based on time and the Sponsor’s return on investment. Accordingly, 50% of the options vest ratably over five years with the first 20% vesting on June 15, 2011 and thereafter, 5% on the last day of each subsequent full calendar quarter, and 50% vest on the same five-year time-based vesting, but also are subject to the Sponsor having both (i) a cash-on-cash return equal to 20% and (ii) a multiple of money return equal to 2.25.

Management’s stock ownership requirements

In connection with the Change in Control Transaction, each of our named executive officers was required by the Sponsor to roll over a portion of his holdings of Parent common stock, which would otherwise have been cashed out, into non-voting shares common stock of the Parent. The CEO rolled-over shares of Parent common stock with a value equal to approximately 50% of after-tax proceeds received by him in the Change in Control Transaction, and all other named executive officers rolled-over shares of Parent common stock with a value equal to approximately 30% of their after-tax proceeds received in the Change in Control Transaction. As our equity compensation program was switching from actual stock ownership to stock options, as described above, this required equity roll over was intended to further align management with shareholder interests.

91

Executive benefits and perquisites

The named executive officers do not receive any additional benefits or perquisites beyond what is provided on a broad basis. Providing additional benefits or perquisites would not support our compensation policy.

Retirement plan

We maintain a broad-based 401(k) savings and retirement plan (the “401(k) Plan”) in which all associates, including the named executive officers, may participate. The Internal Revenue Code of 1986, as amended (the “Code”), places certain limits on the amount of contributions that may be made by and on behalf of the named executive officers to the 401(k) Plan. To extend the named executive officers’ retirement benefit beyond the contribution limits set under the Code, we created the Nonqualified Retirement and 401(k) Supplemental Plan (the “Supplemental Plan”). Under the Supplemental Plan, each named executive officer may defer all or some portion of their cash compensation that the executive officer was not otherwise permitted to defer under the 401(k) Plan to provide additional retirement savings. We make a matching contribution to the Supplemental Plan that mirrors the employer contribution to the 401(k) Plan. Additionally, similar to the 401(k) Plan, the Compensation Committee may authorize us to make a discretionary contribution on behalf of the named executive officers to the Supplemental Plan at the end of the year.

Employment agreement with Mr. Mehta

Mr. Mehta has been employed under an employment agreement he entered into at the time he became employed by us on August 22, 2007. The initial term of the agreement expired on August 22, 2010, but renews automatically for twelve months, unless one party to the agreement provides notice of non-renewal at least 180 days before the day that would be the last day of the agreement.

Mr. Mehta’s agreement provides a minimum base salary and the eligibility to participate in our annual incentive plan for executive officers. With the exception of severance provisions, the agreement does not provide Mr. Mehta any additional benefits beyond what is provided to the other named executive officers. The severance provisions are discussed under “—2010 Compensation—Severance and change-in-control compensation.”

The agreement includes confidentiality and nonsolicitation provisions to protect our interests. The specifics of the compensation provided under Mr. Mehta’s employment agreement are detailed in the narrative accompanying “—Payments upon termination or change in control—2010.”

Severance and change-in-control compensation

In connection with the Change in Control Transaction, and as required by and negotiated with the Sponsor, each named executive officer, except Mr. Mehta, entered into Severance and Restrictive Covenant Agreements (the “Severance Agreements”). These Severance Agreements are designed to maximize retention of the named executive offers. The terms of the Severance Agreements are summarized under “—Payments upon termination or change in control—2010” and the accompanying narrative.

Federal income tax considerations

As a private company, we are not subject to the federal income tax provisions of the Code, including Code Section 162(m). Therefore, we have not made compensation decisions based on the deductibility limitations of the compensation, under section of the Code. Although the Compensation Committee will strive to have all compensation be deemed deductible, deductibility does not drive the compensation decisions for our executive team.

92

Risk assessment in compensation programs

We have designed our compensation programs, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through appropriate risk taking. The following elements have been incorporated in our programs available for our named executive officers:

• A balanced mix of compensation components—The target compensation mix for our executive officers is composed of salary, annual cash incentives and long-term equity awards, representing a mix that is not overly weighted toward short-term cash incentives.

• Multiple performance factors—Our incentive compensation plans use both company-wide metrics and individual performance, which encourage focus on the achievement of objectives for our overall benefit:

• The annual cash incentive is dependent on multiple performance metrics including corporate revenue growth, corporate expense management and corporate operating income, as well as individual goals related to specific strategic or operational objectives.

The option grants vest over a five-year period of time, complementing our annual cash-based incentives.

• Capped incentive awards—Annual incentive awards are capped at 200% of target.

• Stock ownership—Each named executive officer purchased a significant amount of common stock of the Parent in connection with the Change in Control Transaction. We believe this ownership aligns the interests of our executive officers with the long-term interests of stockholders.

Based on these factors, management in consultation with Meridian concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on us.

Executive compensation

Summary compensation table—2010

The following table presents information regarding the annual compensation for services to us, in all capacities, of our named executive officers. The amounts in the “Stock awards,” “Option awards” and “Non-equity incentive compensation” columns are further explained in the narrative following “—Grants of plan-based awards—2010.”

Name and principal position	Year		Salary(1) ($)		Bonus(2) ($)		Stock awards(3) ($)		Option awards(4) ($)		Non-equity incentive plan compensation(5) ($)		All other compensation(6) ($)		Total ($)
Siddharth N. (Bobby) Mehta President & Chief Executive Officer		2010		900,000		—		1,725,042		2,019,878		1,170,000		125,761		5,940,681
Samuel A. Hamood Executive Vice President & Chief Financial Officer		2010		450,000		—		470,798		807,946		612,170		67,449		2,408,363
Jeffrey J. Hellinga Executive Vice President—U.S. Information Services		2010		422,300		—		546,087		1,009,933		343,661		50,042		2,372,022
Andrew Knight Executive Vice President—International		2010		335,018		41,751		241,971		706,953		285,672		90,991		1,702,357
John W. Blenke Executive Vice President & General Counsel		2010		464,600		—		352,014		504,967		292,814		57,608		1,672,003

⁽¹⁾ The amounts shown in this column represent annual base salary. These amounts are not reduced to reflect the NEOs’ elections, if any, to defer receipt of salary under the TransUnion 401(k) & Savings Plan and/or the Trans Union LLC 401(k) and Supplemental Retirement Plan.

⁽²⁾ While Mr. Knight was employed by us in South Africa, he received a cash-based retention award in 2007. The award vested equally on January 1, 2008, January 1, 2009 and January 1, 2010. The payment made in 2010 was

93

the final payment related to this award. No additional cash-based retention awards have been made to Mr. Knight since 2007.

⁽³⁾ The amounts shown in this column represent the aggregate grant date “fair value” of stock awards granted to the NEO during 2010 as computed in accordance with ASC Topic 718, “Compensation—Stock Compensation.” Further details regarding these grants and the assumptions used to determine their “fair value” can be found in the narrative disclosure following “—Grants of Plan-Based Awards—2010.”

⁽⁴⁾ The amounts shown in this column represent the aggregate grant date “fair value” of option awards granted to the NEO during 2010 as computed in accordance with ASC Topic 718, “Compensation—Stock Compensation.” Further details regarding these grants and the assumptions used to determine their “fair value” can be found in the narrative disclosure following “—Grants of plan-based awards—2010.”

⁽⁵⁾ The amounts shown in this column represent amounts paid under the Annual Incentive Plan during 2011 for services performed in 2010. Amounts shown are not reduced to reflect the NEOs’ elections, if any, to defer receipt of salary under the TransUnion 401(k) & Savings Plan and/or the Trans Union LLC 401(k) and Supplemental Retirement Plan.

⁽⁶⁾ Information regarding the amounts shown in this column can be found under “—Detailed analysis of ‘all other compensation’ column” and the accompanying narrative.

Detailed analysis of “all other compensation” column

Name	Company match and retirement contribution to qualified 401(k) savings plan(1) $		Company match and retirement contribution to non-qualified retirement plan(2) $		Cost of  living payment(3) $		Group term life imputed income(4) $		Payment & gross-up on Medicare tax related to contributions into non- qualified retirement plan(5) $		Total $
Siddharth N. (Bobby) Mehta		17,150		106,200		—		552		1,859		125,761
Samuel A. Hamood		17,150		49,050		—		240		1,009		67,449
Jeffrey J. Hellinga		17,150		31,707		—		552		633		50,042
Andrew Knight		17,150		26,051		46,800		552		438		90,991
John W. Blenke		17,150		38,580		—		1,032		846		57,608

⁽¹⁾ For 2010, we matched 50% of the first 6% of recognizable compensation (subject to the 2010 Code limit of $245,000) contributed on a pre-tax basis to the tax-qualified TransUnion 401(k) & Savings Plan. Additionally, in 2010, we made a discretionary 4% retirement contribution of recognizable compensation, as defined above, to the TransUnion 401(k) & Savings Plan.

⁽²⁾ For recognized compensation above the Code limit of $245,000, we matched 50% of the first 6% contributed on a pre-tax basis to the TransUnion Retirement and 401(k) Supplemental Plan. Additionally, in 2010 for the 2009 plan year, we made a discretionary 6% retirement contribution of recognizable compensation to the TransUnion Retirement and 401(k) Supplemental Plan.

⁽³⁾ At the time of Mr. Knight’s transfer to the United States in 2008, we addressed a greater cost-of-living in the U.S. versus Johannesburg, South Africa. To offset this additional expense, Mr. Knight receives a bi-weekly payment to assist in offsetting the higher cost of living.

⁽⁴⁾ We provide life insurance to all full-time employees in an amount equal to one times their annual salary, to a maximum of $250,000. Code Section 79 provides an exclusion for the first $50,000 of group-term life insurance coverage provided under a policy carried directly or indirectly by an employer. The table notes the imputed cost of coverage in excess of $50,000, which is based on the named executive officer’s age and coverage he receives.

⁽⁵⁾ Executive contributions made into the non-qualified deferred compensation plan are subject to Medicare tax at a rate of 1.45%. We provide this payment on behalf of the NEO and since the amount paid on behalf of the NEO is taxable to the executive, we provide for a “gross up” on that payment.

94

Grants of plan-based awards—2010

Name	Grant Date		Estimated frame payouts under non-equity incentive plan awards(1)						Estimated future payouts under equity incentive plan awards						All other stock awards: number of shares of stock or units(2) (#)		All other option awards: number of securities underlying options(3) (#)		Exercise or base price of option awards ($/sh)		Grant date fair value of stock and option awards(4) ($)
			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Siddharth II. (Bobby) Mehta				337,500		900,000		1,800,000		—		—		—
		2/4/2010 2/22/2010 7/20/2010														65,388 9,810 —		—   —   332,962		—   —   24.37		1,500,001 225,041 2,019,878
Samuel A. Hamood				127,500		340,000		680,000		—		—		—
		2/4/2010 7/20/2010														20,523 —		—   133,184		—   24.37		470,798 807,946
Jeffrey J. Hellinga				95,025		253,400		506,800		—		—		—
		2/4/2010 7/20/2010														23,805 —		—   166,480		—   24.37		546,087 1,009,933
Andrew Knight				75,375		201,000		402,000		—		—		—
		2/4/2010 7/20/2010														10,548 —		—   116,536		—   24.37		241,971 706,953
				87,113		232,300		464,600		—		—		—
John W. Blenke		2/4/2010 7/20/2010														15,345 —		—   83,240		—   24.37		352,014 504,967

⁽¹⁾ Reflects payment opportunities under the Annual Bonus Plan described under “—2010 Compensation—2010 Annual bonus plan” Threshold is the lowest payment opportunity at the lowest level of performance described by the plan (25% payout of target opportunity) for corporate and business unit financial performance metrics and individual performance (an “achieves expectations” threshold individual goal rating); target reflects a 100% payout of target opportunity; and maximum reflects 200% payout of target opportunity. These amounts are based on the individual’s current salary and position. The minimum payment is $0.

⁽²⁾ Reflects the number of time-based restricted stock shares granted to each NEO during 2010 under the TransUnion Corp. Equity Award Plan.

⁽³⁾ Reflects nonqualified stock options granted to each NEO during 2010 under the TransUnion Corp. 2010 Management Equity Plan.

⁽⁴⁾ Reflects the aggregate grant date fair value of stock and option awards calculated in accordance with ASC Topic 718. For assumptions used in determining these values, see Note 16, “Stock-Based Compensation,” of the audited consolidated financial statements appearing elsewhere in this prospectus.

Additional discussion of material items in “—Grants of plan-based awards—2010”

Our executive compensation policies and practices are described in “Compensation discussion and analysis.” A summary of certain material terms of our compensation plans that relate to grants of plan based awards is set forth below.

• The non-equity incentive awards shown above were based on the formula described in “—2010 Compensation—2010 Annual bonus plan.” Operating income, as adjusted for bonus plan purposes, was $221.4 million for 2010, resulting in a payout of 102.0% of target performance since the actual results exceeded target performance. Our actual revenue was approximately 98% of 2010’s plan, which resulted in a payout of 0% of target performance, since new revenue growth was not realized. Actual expenses were favorable to plan by approximately $23 million, which resulted in a maximum payout for that goal.

• The size of the equity awards granted to each named executive officer was based on market data, CEO recommendations (the CEO did not make any recommendations as to his own equity awards), and the Compensation Committee’s overall review. The Compensation Committee also reviewed and considered several other factors in determining the size of equity awards including company financial performance and individual executive performance as described under “—2010 Compensation—Long-term equity plan.”

95

Outstanding equity awards at fiscal year-end

Name	Option awards
	Number of securities underlying unexercised options exercisable (#)		Number of securities underlying unexercised options unexercisable(1) (#)		Equity incentive plan awards: number  of securities underlying unexercisable unearned options (#)		Option exercise price(2)		Option expiration date
Siddharth N. (Bobby) Mehta		—		332,962		—	$	24.37		7/20/2020
Samuel A. Hamood		—		133,184		—	$	24.37		7/20/2020
Jeffrey J. Hellinga		—		166,480		—	$	24.37		7/20/2020
Andrew Knight		—		116,536		—	$	24.37		7/20/2020
John W. Blenke		—		83,240		—	$	24.37		7/20/2020

⁽¹⁾ 50% of the options are time vested options and shall vest as follows: 20% shall vest on June 15, 2011, the first anniversary of the grant date, which was June 15, 2010. Thereafter, 5% shall vest on the last day of each subsequent full calendar quarter until all the Time Vested Options have vested. The remaining 50% of the options are performance-based options and will vest according to the time vesting schedule set forth above and upon attainment of performance criteria as defined here. Performance criteria will be met on the measurement date in which the Sponsor first cumulatively earns or is deemed to earn, (i) a cash-on-cash return equal to 20% and (ii) a multiple of money return equal to 2.25.

⁽²⁾ The option exercise price equals the per share price in the Change in Control Transaction, which the Board of Directors determined to be fair market value.

Option exercises and stock vested

	Stock awards
Name	Number of shares  acquired on vesting(1) (#)		Value realized  on vesting(2) ($)
Siddharth N. (Bobby) Mehta		393,406		9,614,546
Samuel A. Hamood		119,589		2,920,514
Jeffrey J. Hellinga		68,738		1,693,885
Andrew Knight		28,727		703,884
John W. Blenke		49,918		1,235,895

⁽¹⁾ A portion of restricted stock shares previously granted in 2007, 2008 and 2009 vested on January 1, 2010. However, all remaining unvested shares vested on June 15, 2010, at the time of the Change in Control Transaction. The number in this column includes both shares vesting during the normal vesting cycle as well as shares where vesting was accelerated due to the Change in Control Transaction.

⁽²⁾ The amounts in this column are based on the share price of the common stock of the Parent at time of vesting.

96

Nonqualified deferred compensation

Name	Executive contributions in last FY(1) ($)		Registrant contributions in last FY(2) ($)		Aggregate earnings in last FY(3) ($)			Aggregate balance at last FYE ($)
Siddharth N. (Bobby) Mehta		43,615		106,200		49			326,071
Samuel A. Hamood		42,284		49,050		(810	)		115,976
Jeffrey J. Hellinga		29,105		31,707		919			389,738
Andrew Knight		16,236		26,051		8			58,537
John W. Blenke		75,572		38,580		46,093			907,016

⁽¹⁾ Includes amounts reflected under “Salary” and “Non-equity incentive plan compensation” in “—Executive compensation—Summary compensation table—2010.”

⁽²⁾ Amounts included in this column are reflected under “All other compensation” in “—Executive compensation—Summary compensation table—2010.”

⁽³⁾ Amounts included in this column do not constitute above-market or preferential earnings and accordingly such amounts are not reported in the “Change in pension value and nonqualified deferred compensation earnings” column of “—Summary compensation table—2010.” Each NEO self-directs the investment of his non-qualified deferred compensation plan account balance into one or more of the available twelve different investment funds. Consequently, the value of an NEO’s plan account balance may go up or down based on the performance of the selected investment funds.

Deferred compensation plan

This nonqualified plan is a tax deferred compensation program for a limited number of executives, including named executive officers, and provides a favorable tax vehicle for deferring cash compensation (base salary and annual incentive payment). Pursuant to the plan, the NEO is able to defer up to 100% of cash compensation received. Amounts deferred are invested in any of twelve different investment funds and are credited with gains or losses of the various funds selected by the participant. The plan does not offer any above-market rate of return to the NEO. Upon termination of employment, amounts deferred are paid, at the participant’s option, either in a lump sum or in annual installments over a period of either 5 or 10 years. Executives are not permitted to take loans from the account. We contribute a match equal to 50% of the executive’s contributions, up to 6% of compensation. Additionally, in 2010, the Compensation Committee approved a discretionary retirement contribution of an additional 4% of compensation. Assets in this plan are held in a rabbi trust.

Payments upon termination and change-in-control—2010

The following charts illustrate benefits that the named executive officers would receive upon the occurrence of certain separation scenarios, which are assumed to occur on December 31. No special payments are made upon resignation or retirement. Descriptions of the provisions that govern these benefits are set forth following the charts.

97

Siddharth N. (Bobby) Mehta⁽¹⁾

Type of payment	Involuntary termination(2) ($)		Death ($)		Disability ($)		Change in control ($)
Severance payments(3)		3,600,000		—		—		3,600,000
Outplacement(4)		35,000		—		—		35,000
Welfare benefits(5)		35,598		—		—		35,598
Excise tax & gross-up		—		—		—		—
Life insurance payout(6)		—		250,000		—		—
Disability payments(7)		—		—		1,776,000		—
Total		3,670,598		250,000		1,776,000		3,670,598

⁽¹⁾ Separation benefits are outlined in Mr. Mehta’s employment agreement, dated October 3, 2007. The table excludes (a) any amounts accrued through December 31, 2010 that would be paid in the normal course of employment, such as accrued but unpaid salary and earned annual bonus for 2010, and (b) vested account balances in our 401(k) Savings & Retirement Plan that are generally available to all of our U.S. associates. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.

⁽²⁾ Involuntary termination is defined in Mr. Mehta’s employment agreement as is “without cause or resignation for good reason.”

⁽³⁾ A lump sum payment equal to four times Mr. Mehta’s base salary.

⁽⁴⁾ Reflects the cost to provide executive-level outplacement services for a period of one year.

⁽⁵⁾ Pursuant to Mr. Mehta’s employment agreement, this amount reflects the present value of 24 months of family PPO health and dental coverage using our 2011 COBRA premium rate.

⁽⁶⁾ Reflects the present value of life insurance provided as a benefit to all associates; equal to one times their annual base salary (rounded up to the next highest $1,000), with a maximum benefit of $250,000. In addition, we provide Accidental Death & Dismemberment protection to all associates; the present value of the principal sum is $50,000, but this amount is not included above. We also maintain a travel accident insurance policy for most associates, including executive officers that would provide an additional benefit equal to five times the associate’s annual salary, subject to a maximum amount of $5,000,000 for all losses arising out of one accident. This amount is not included above.

⁽⁷⁾ Reflects the value of the executive’s disability benefit as of December 31, 2010 (a) assuming full disability at December 31, 2010 and continuing through age 65, and (b) in today’s dollars without any discounting or increase.

Samuel A. Hamood⁽¹⁾

Type of payment	Involuntary termination ($)		Death ($)		Disability ($)		Change in control ($)
Severance Payments(2)		1,501,965		—		—		1,501,965
Outplacement(3)		35,000		—		—		35,000
Welfare Benefits(4)		26,699		—		—		26,699
Excise Tax & Gross-Up		—		—		—		—
Life Insurance Payout(5)		—		250,000		—		—
Disability Payments(6)		—		—		3,228,000		—
Total		1,563,664		250,000		3,228,000		1,563,664

⁽¹⁾ The table excludes (a) any amounts accrued through December 31, 2010 that would be paid in the normal course of employment, such as accrued but unpaid salary and earned annual bonus for 2010, and (b) vested account balances in our 401(k) Savings & Retirement Plan that are generally available to all of our U.S. associates. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.

⁽²⁾ Mr. Hamood entered into a Severance and Restrictive Covenant Agreement on June 15, 2010 (the date of the Change in Control Transaction). If Mr. Hamood is terminated without cause or he resigns for good

98

reason (as defined in Mr. Hamood’s Severance and Restrictive Covenant Agreement), he receives a lump sum amount equal to COBRA premiums for 18 months and executive outplacement for one year, the value which has been noted in the table. In addition, he receives a base salary multiple in an amount equal to 1.5 times his annualized base salary during the year of covered termination and the average of his two previous years of actual bonuses under the annual bonus plan. This amount is calculated and noted in the severance payments line.

⁽³⁾ Reflects the cost to provide executive-level outplacement services for a period of one year.

⁽⁴⁾ This amount reflects the present value of 18 months of family PPO health and dental coverage using our 2011 COBRA premium rate.

⁽⁵⁾ Reflects the present value of life insurance provided as a benefit to all associates; equal to one times their annual base salary (rounded up to the next highest $1,000), with a maximum benefit of $250,000. In addition, we provide Accidental Death & Dismemberment protection to all associates; the present value of the principal sum is $50,000, but this amount is not included above. We also maintain a travel accident insurance policy for most associates, including executive officers that would provide an additional benefit equal to five times the associate’s annual salary, subject to a maximum amount of $5,000,000 for all losses arising out of one accident. This amount is not included above.

⁽⁶⁾ Reflects the value of the executive’s disability benefit as of December 31, 2010 (a) assuming full disability at December 31, 2010 and continuing through age 65, and (b) in today’s dollars without any discounting or increase.

Jeffrey J. Hellinga⁽¹⁾

Type of payment	Involuntary termination ($)		Death ($)		Disability ($)		Change in control ($)
Severance Payments(2)		1,227,037		—		—		1,227,037
Outplacement(3)		35,000		—		—		35,000
Welfare Benefits(4)		26,301		—		—		26,301
Excise Tax & Gross-Up		—		—		—		—
Life Insurance Payout(5)		—		250,000		—		—
Disability Payments(6)		—		—		1,824,000		—
Total		1,183,337		250,000		1,824,000		1,183,337

⁽¹⁾ The table excludes (a) any amounts accrued through December 31, 2010 that would be paid in the normal course of employment, such as accrued but unpaid salary and earned annual bonus for 2010, and (b) vested account balances in our 401(k) Savings & Retirement Plan that are generally available to all of our U.S. associates. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.

⁽²⁾ Mr. Hellinga entered into a Severance and Restrictive Covenant Agreement on June 15, 2010 (the date of the Change in Control Transaction). If Mr. Hellinga is terminated without cause or he resigns for good reason (as defined in Mr. Hellinga’s Severance and Restrictive Covenant Agreement), he receives a lump sum amount equal to COBRA premiums for 18 months and executive outplacement for one year, the value which has been noted in the table. In addition, he receives a base salary multiple in an amount equal to 1.5 times his annualized base salary during the year of covered termination and the average of his two previous years of actual bonuses under the annual bonus plan. This amount is calculated and noted in the severance payments line.

⁽³⁾ Reflects the cost to provide executive-level outplacement services for a period of one year.

⁽⁴⁾ This amount reflects the present value of 18 months of family PPO health and dental coverage using our 2011 COBRA premium rate.

⁽⁵⁾ Reflects the present value of life insurance provided as a benefit to all associates; equal to one times their annual base salary (rounded up to the next highest $1,000), with a maximum benefit of $250,000. In addition, we provide Accidental Death & Dismemberment protection to all associates; the present value of the principal sum is $50,000, but this amount is not included above. We also maintain a travel accident

99

insurance policy for most associates, including executive officers that would provide an additional benefit equal to five times the associate’s annual salary, subject to a maximum amount of $5,000,000 for all losses arising out of one accident. This amount is not included above.

⁽⁶⁾ Reflects the value of the executive’s disability benefit as of December 31, 2010 (a) assuming full disability at December 31, 2010 and continuing through age 65, and (b) in today’s dollars without any discounting or increase.

Andrew Knight⁽¹⁾

Type of payment	Involuntary termination ($)		Death ($)		Disability ($)		Change in control ($)
Severance Payments(2)		884,490		—		—		884,490
Outplacement(3)		35,000		—		—		35,000
Welfare Benefits(4)		26,699		—		—		26,699
Excise Tax & Gross-Up		—		—		—		—
Life Insurance Payout(5)		—		250,000		—		—
Disability Payments(6)		—		—		1,644,000		—
Total		946,189		250,000		1,644,000		946,189

⁽¹⁾ The table excludes (a) any amounts accrued through December 31, 2010 that would be paid in the normal course of employment, such as accrued but unpaid salary and earned annual bonus for 2010, and (b) vested account balances in our 401(k) Savings & Retirement Plan that are generally available to all of our U.S. associates. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.

⁽²⁾ Mr. Knight entered into a Severance and Restrictive Covenant Agreement on June 15, 2010 (the date of the Change in Control Transaction). If Mr. Knight is terminated without cause or he resigns for good reason (as defined in Mr. Knight’s Severance and Restrictive Covenant Agreement), he receives a lump sum amount equal to COBRA premiums for 18 months and executive outplacement for one year, the value which has been noted in the table. In addition, he receives a base salary multiple in an amount equal to 1.5 times his annualized base salary during the year of covered termination and the average of his two previous years of actual bonuses under the annual bonus plan. This amount is calculated and noted in the severance payments line.

⁽³⁾ Reflects the cost to provide executive-level outplacement services for a period of one year.

⁽⁴⁾ This amount reflects the present value of 18 months of family PPO health and dental coverage using our 2011 COBRA premium rate.

⁽⁵⁾ Reflects the present value of life insurance provided as a benefit to all associates; equal to one times their annual base salary (rounded up to the next highest $1,000), with a maximum benefit of $250,000. In addition, we provide Accidental Death & Dismemberment protection to all associates; the present value of the principal sum is $50,000, but this amount is not included above. We also maintain a travel accident insurance policy for most associates, including executive officers that would provide an additional benefit equal to five times the associate’s annual salary, subject to a maximum amount of $5,000,000 for all losses arising out of one accident. This amount is not included above.

⁽⁶⁾ Reflects the value of the executive’s disability benefit as of December 31, 2010 (a) assuming full disability at December 31, 2010 and continuing through age 65, and (b) in today’s dollars without any discounting or increase.

100

John W. Blenke⁽¹⁾

Type of payment	Involuntary termination ($)		Death ($)		Disability ($)		Change in control ($)
Severance Payments(2)		1,137,926		—		—		1,137,926
Outplacement(3)		35,000		—		—		35,000
Welfare Benefits(4)		17,723		—		—		17,723
Excise Tax & Gross-Up		—		—		—		—
Life Insurance Payout(5)		—		250,000		—		—
Disability Payments(6)		—		—		1,380,000		—
Total		1,190,649		250,000		1,380,000		1,190,649

⁽¹⁾ The table excludes (a) any amounts accrued through December 31, 2010 that would be paid in the normal course of employment, such as accrued but unpaid salary and earned annual bonus for 2010, and (b) vested account balances in our 401(k) Savings & Retirement Plan that are generally available to all of our U.S. associates. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.

⁽²⁾ Mr. Blenke entered into a Severance and Restrictive Covenant Agreement on June 15, 2010 (the date of the Change in Control Transaction). If Mr. Blenke is terminated without cause or he resigns for good reason (as defined in Mr. Blenke’s Severance and Restrictive Covenant Agreement), he receives a lump sum amount equal to COBRA premiums for 18 months and executive outplacement for one year, the value which has been noted in the table. In addition, he receives a base salary multiple in an amount equal to 1.5 times his annualized base salary during the year of covered termination and the average of his two previous years of actual bonuses under the annual bonus plan. This amount is calculated and noted in the severance payments line.

⁽³⁾ Reflects the cost to provide executive-level outplacement services for a period of one year.

⁽⁴⁾ This amount reflects the present value of 18 months of associate +1 PPO health and dental coverage using our 2011 COBRA premium rate.

⁽⁵⁾ Reflects the present value of life insurance provided as a benefit to all associates; equal to one times their annual base salary (rounded up to the next highest $1,000), with a maximum benefit of $250,000. In addition, we provide Accidental Death & Dismemberment protection to all associates; the present value of the principal sum is $50,000, but this amount is not included above. We also maintain a travel accident insurance policy for most associates, including executive officers that would provide an additional benefit equal to five times the associate’s annual salary, subject to a maximum amount of $5,000,000 for all losses arising out of one accident. This amount is not included above.

⁽⁶⁾ Reflects the value of the executive’s disability benefit as of December 31, 2010 (a) assuming full disability at December 31, 2010 and continuing through age 65, and (b) in today’s dollars without any discounting or increase.

101

Director compensation

The following table sets forth the compensation received by directors of the Parent during 2010:

Name	Fees earned or paid in cash ($)		Stock awards (1) ($)		Non-equity incentive plan compensation ($)		Total ($)
Matthew A. Carey		26,500		132,526		—		159,026
Renu S. Karnad		51,000		115,023		—		166,023
Penny Pritzker		327,000		—		22,917		349,917
Joseph D. Mansueto(2)		4,500		140,024		—		144,524
John D. Nichols(2)		6,500		139,036		—		145,536
Donald G. Ogilvie(2)		4,500		134,022		—		138,522
Reuben Gamoran(2)		45,500		115,023		—		160,523
Thomas J. Pritzker		28,500		—		—		28,500

(1) The amounts in these columns for 2010 are reported as “fair value” as of the grant date.

(2) Messrs. Mansueto, Nichols, Ogilvie, Gamoran and Pritzker resigned their positions on the Board of Directors of the Parent effective June 15, 2010 in connection with the Change in Control Transaction. Messrs. Canning, Hurd, Dombalagian and Magnus and Ms. Brittany Smith were appointed to the Board of Directors of the Parent effective June 15, 2010 in connection with the Change in Control Transaction. Messrs. Canning, Hurd, Dombalagian and Magnus and Ms. Smith did not receive any compensation for their service on the Parent’s Board of Directors. Effective February 9, 2011, Ms. Smith resigned as a director of the Parent and Mr. Morris was appointed as a director of the Parent. See “Management.”

Director fees

In 2010, each non-employee director of the Parent received a cash retainer of $40,000 and $1,500 per board meeting and $1,000 per committee meeting attended. Additionally, the Audit Committee chair received $10,000, and the chairs of the Compensation Committee and Corporate Governance and Nominating Committee each received $5,000. During 2010 Messrs. Gamoran and Dombalagian each served as the Audit Committee Chair, Ms. Pritzker and Mr. Mansueto each served as the Compensation Committee Chair and Mr. Canning served as the Corporate Governance and Nominating Committee Chair.

Due to Ms. Pritzker’s time commitment and active involvement with TransUnion, as the Non-Executive Chairman of the Board of Directors of the Parent, she was eligible to receive an annual fee of $327,000. Additionally, she also received a bonus of $22,917, which represented a prorated bonus for 2010 service through the Change in Control Transaction.

Equity awards

Each independent director of the Parent also received restricted stock with a value of approximately $115,000. At the time of grant, 4,716 shares were awarded based on a fair market value of $24.39 per share. Directors were 100 percent vested in the shares immediately upon award.

At the director’s discretion, any retainer, meeting fee or Committee Chair fee (“cash payments”) was payable in restricted stock. Mr. Carey, and the Parent’s former directors Messrs. Mansueto, Nichols and Ogilvie, elected to have a portion of their cash payments made in restricted stock. Cash payments were converted to stock awards on the basis of $24.39 per share. However, in connection with the Change in Control Transaction and consistent with the terms of the awards, all outstanding restricted stock awards were cashed-out.

Other directors and Mr. Mehta

Messrs. Canning, Hurd, Dombalagian and Magnus and Ms. Smith did not receive any compensation for their service on the Parent’s Board of Directors. Mr. Mehta only receives compensation as an employee, and his compensation is disclosed under “—Executive compensation—Summary compensation table—2010.”

102

Security ownership of certain beneficial owners

The following table sets forth certain information regarding the beneficial ownership of common stock of the Parent as of March 1, 2011 by:

• each person that is the beneficial owner of more than 5% of the outstanding common stock of the Parent;

• each member of the Board of Directors of the Parent;

• each named executive officer of the Parent; and

• all of the members of the Board of Directors and executive officers of the Parent as a group.

The information below is based on a total of 29,774,592 shares of Parent common stock outstanding as of March 1, 2011 and disregards fractional shares.

Each beneficial owner of more than 5% of our common stock, director and executive officer named in the table furnished the beneficial ownership information set forth below to us. Beneficial ownership has been determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and investment power with respect to those securities. Unless otherwise noted, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to all shares of common stock of the Parent shown as beneficially owned by them.

Our address is the address of each director and executive officer named in the table.

5% or greater stockholders	Beneficially owned		Percent		Percent of total voting power
MDCPVI TU Holdings, LLC(1)		15,185,041		51.0%		51.4	%
Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, in their capacity as co-trustees(2)		11,185,011		37.6%		37.9	%
CIBC Trust Company (Bahamas) Limited, in its capacity as trustee(3)		3,152,862		10.6%		10.7	%
Directors and named executive officers
John A. Canning, Jr.		—		—		—
Timothy M. Hurd		—		—		—
Vahe A. Dombalagian		—		—		—
Edward M. Magnus		—		—		—
Nigel W. Morris		—		—		—
Penny Pritzker(4)		—		—		—
Matthew A. Carey		—		—		—
Renu S. Karnad		—		—		—
Siddharth N. (Bobby) Mehta		128,363		*		—
Samuel A. Hamood		23,079		*		—
Jeffrey J. Hellinga		26,872		*		—
Andrew Knight		6,065		*		—
John W. Blenke		24,883		*		—
All directors and executive officers as a group (18 persons)		251,671		*		—

^* Less than 1%.

⁽¹⁾ The shares owned of record by MDCPVI TU Holdings, LLC, the Purchaser, may be deemed to be beneficially owned by Madison Dearborn Capital Partners V-A, L.P., Madison Dearborn Capital Partners V-C, L.P., Madison Dearborn Capital Partners V Executive-A, L.P. (collectively, “MDCP V”) and Madison Dearborn Capital Partners VI-A, L.P., Madison Dearborn Capital Partners VI-C, L.P., and Madison

103

Dearborn Capital Partners VI Executive-A, L.P. (collectively, “MDCP VI” and, together with MDCP V, the “Funds”). Such shares may also be deemed to be beneficially owned by Madison Dearborn Partners V-A&C, L.P. (“MDP V”), the sole general partner of MDCP V and Madison Dearborn Partners VI-A&C, L.P. (“MDP VI”), the sole general partner of MDCP VI. John A. Canning, Jr., Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP V and MDP VI that has the power, acting by majority vote, to vote or dispose of the security interests beneficially held by the Funds. Each of Timothy M. Hurd, Vahe A. Dombalagian and Edward M. Magnus is a limited partner of MDP V and MDP VI and an officer of the Sponsor (the general partner of MDP V and MDP VI), and therefore may be deemed to share beneficial ownership of the securities beneficially owned by the Funds. Messrs. Canning, Finnegan, Mencoff, Hurd, Dombalagian and Magnus, MDP V and MDP VI each hereby disclaims any beneficial ownership of any securities described hereunder, except to the extent of each such person’s pecuniary interest. The address of each entity and person named in this footnote is c/o Madison Dearborn Partners, LLC, Three First National Plaza, Suite 4600, Chicago, Illinois 60602.

⁽²⁾ Represents shares of common stock held of record by U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased, including Ms. Penny Pritzker, one of our directors, and her immediate family members. Mr. Thomas J. Pritzker, Mr. Marshall E. Eisenberg and Mr. Karl J. Breyer are co-trustees of all such U.S. situs trusts and have shared voting and investment power over the shares listed in the table. The address of Messrs. Pritzker, Eisenberg and Breyer, in their capacity as co-trustees, is 71 S. Wacker Drive, 46th Floor, Chicago, Illinois 60606.

⁽³⁾ Represents shares of common stock held of record by non-U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased. CIBC Trust Company (Bahamas) Limited (“CIBC”) is the sole trustee of such trusts. The address of CIBC is Goodman’s Bay Corporate Centre, West Bay Street, P.O. N-3933, Nassau, Bahamas.

⁽⁴⁾ Ms. Pritzker and her immediate family members are beneficiaries of certain of the U.S. situs trusts referred to in footnote (2) and certain of the non-U.S. situs trusts referred to in footnote (3). Neither Ms. Pritzker nor any of her immediate family members has voting or investment power over the shares held by such trusts.

104

Certain relationships and related-party transactions

Stock purchase agreement

On April 28, 2010, the Parent entered into a stock purchase agreement pursuant to which, among other things, the Purchaser agreed to acquire 51.0% of the outstanding common stock of the Parent from the Sellers and certain employee and director stockholders of the Parent. The Purchaser is a newly formed Delaware limited liability company beneficially owned by affiliates of the Sponsor.

In connection with the Change in Control Transaction, the Parent consummated the Merger. Pursuant to the Merger, certain outstanding shares of the Parent converted into the right to receive cash and were cancelled pursuant to Delaware law. In connection with the Merger, the Purchaser acquired voting common stock of the Parent such that Purchaser holds 51.0% of the total issued and outstanding common stock of the Parent. See “Summary—The Change in Control Transaction.”

The stock purchase agreement contains customary representations and warranties about the Parent, Trans Union LLC and the Sellers, as well as customary covenants and conditions to closing for similar transactions. In addition, the stock purchase agreement includes indemnification provisions for breaches of representations and warranties that are subject to certain thresholds and caps. You are not entitled to rely on any of the provisions of the stock purchase agreement, including the representations and warranties contained in the stock purchase agreement.

Stockholders agreements

Concurrently with the closing of the Change in Control Transaction, the Parent entered into various stockholders agreements with stockholders of the Parent immediately after the Acquisition, including the Purchaser, certain Sellers and the holders of roll-over equity. The principal stockholders agreements among the Parent and the holders of a majority of the outstanding shares of common stock (including the Purchaser and Pritzker family business interests) provide that:

• the board of directors of the Parent will consist of a total of nine directors to be appointed as follows: five directors appointed by the Purchaser, two directors appointed by the U.S. situs trusts for the benefit of members of the Pritzker family, one director appointed by the non-U.S. situs trusts for the benefit of members of the Pritzker family, and the chief executive officer of the Parent;

• the applicable stockholders will have customary rights of first refusal and tag-along rights with respect to specified transfers of shares of the Parent by other stockholders, as well as certain pre-emptive rights and transfer restrictions;

• the Purchaser will have drag-along rights with respect to shares of the Parent owned by certain other stockholders of the Parent; and

• the Parent will be required to obtain the prior written consent of certain stockholders and the Purchaser before taking specified actions.

Registration rights agreement

Concurrently with the closing of the Change in Control Transaction, the Parent entered into a registration rights agreement with certain stockholders of the Parent, including the Purchaser and Pritzker family business interests. Under the registration rights agreement, these stockholders have the right at any time after the expiration of a lock-up period, or in the event we have not consummated an initial public offering of our common stock prior to the fifth anniversary of the closing of the Change in Control Transaction, subject to certain conditions, to request that we register any or all of their securities under the Securities Act at our expense. In addition, beginning on the date on which we become eligible to register securities under the Securities Act on Form S-3, the Purchaser and

105

the Pritzker family business interests have the right, subject to certain conditions, to request that we register any or all of their securities under the Securities Act on Form S-3, including pursuant to a shelf registration statement, at our expense. Holders of registrable securities under the registration rights agreement will also have customary piggyback rights in certain cases.

Tax separation agreement with Marmon Holdings, Inc.

Prior to the distribution by Marmon Holdings, Inc. (“Marmon”), our former parent company, of the common stock of the Parent to its stockholders in January 2005 (the “Spin-off”), we, Marmon and our and their respective subsidiaries were included in the consolidated federal income tax return as well as various consolidated or combined state, local and foreign tax returns filed by Marmon. As a result of the Spin-off, we and our subsidiaries left the Marmon consolidated group, and we became the parent of a new consolidated group.

On January 1, 2005, we, Marmon and our and their respective direct and indirect subsidiaries entered into a tax separation agreement. In general, Marmon agreed to indemnify us and our subsidiaries against:

• taxes of the members of Marmon group prior to the Spin-off;

• taxes attributable to the Spin-off and related transactions; and

• liabilities of certain members of Marmon group prior to the Spin-off under the consolidated return rules or similar rules.

In general, we agreed to indemnify Marmon and its subsidiaries against:

• our group’s share of Marmon’s taxes for periods prior to the Spin-off, calculated as if our group was a separate group for those periods;

• our post-Spin-off taxes;

• except with respect to certain specified pre-Spin-off matters, final audit adjustments attributable to our group’s members for pre-Spin-off periods; and

• taxes attributable to a breach of certain provisions of the distribution agreement relating to the Spin-off.

The parties to the tax separation agreement agreed that Marmon will control any tax audit or similar proceeding related to tax periods ending on or before or including the Spin-off and will consult with us with respect to issues that impact us. Marmon’s settlement of such issues requires our reasonable consent.

Marmon is entitled to refunds and other tax benefits from periods prior to the Spin-off, provided that Marmon reimburses us for any refunds or tax benefits attributable to members of our group. The tax separation agreement provides that refunds for tax periods that straddle the Spin-off will be allocated equitably.

Legal services

We paid $0.9 million in 2010, $5.2 million in 2009 and $8.6 million in 2008 to the law firm of Neal, Gerber, & Eisenberg LLP for legal services. Marshall E. Eisenberg, a partner in the law firm, is a co-trustee of certain Pritzker family trusts that beneficially own in excess of 5% of the Parent’s common stock.

We paid $3.9 million in 2010, $0.5 million in 2009 and $0.4 million in 2008 to the law firm of Latham and Watkins LLP for legal services. Michael A. Pucker, a partner in the law firm, is an immediate family member of a co-trustee of certain Pritzker family trusts that beneficially own in excess of 5% of the Parent’s common stock.

Consulting fees

In connection with the Change in Control Transaction, we paid $13.0 million to the Sponsor and $2.6 million to The Pritzker Organization, L.L.C. for financial advisory and merchant banking services.

106

Receivables

Receivables from related parties were $0.3 million at December 31, 2010 and 2009. These receivables primarily relate to services provided to our unconsolidated subsidiaries.

Other assets included a non-interest bearing note receivable from an unconsolidated subsidiary of $1.5 million at December 31, 2009. This loan was repaid in 2010.

Payables

Other liabilities included $9.3 million due to certain Pritzker family business interests related to tax indemnification payments due under the terms of the stock purchase agreement described under “—Stock purchase agreement.” This amount is subject to future adjustments based on a final determination of tax expense. See Note 2, “Change in Control,” to our audited consolidated financial statements appearing elsewhere in this prospectus.

Debt

In connection with the Change in Control Transaction, we borrowed $16.7 million under the RFC loan. The loan is an unsecured, non-interest bearing note, discounted by $2.5 million for imputed interest, due December 15, 2018, with prepayments of principal due annually based on excess foreign cash flows. See “Summary—The Change in Control Transaction” and Note 13, “Debt,” to our audited consolidated financial statements appearing elsewhere in this prospectus.

Sale of auction rate securities

In connection with the Change in Control Transaction, on June 15, 2010, we sold auction rate securities at fair value to an entity owned by Prtizker family business interests for $25.0 million, which was equal to the par value. This sale was made to assist in financing the Change in Control Transaction.

Stock repurchases

On November 3, 2009, the Board of Directors of the Parent approved an offer to purchase up to $900.0 million of stock for cash from the stockholders of record of the Parent as of November 17, 2009, including Pritzker family business interests. On December 17, 2009 we purchased $897.3 million of common stock from Pritzker family business interests at a purchase price of $26.24 per share.

On October 20, 2008, the Board of Directors of the Parent approved an offer to purchase up to $400.0 million of stock for cash from the stockholders of record of the Parent as of October 27, 2008, including Pritzker family business interests. On November 25, 2008 we purchased $398.9 million of common stock from Pritzker family business interests at a purchase price of $25.85 per share.

See Note 14, “Stock Repurchases,” of our audited consolidated financial statements appearing elsewhere in this prospectus.

107

Description of other indebtedness

The following description of other indebtedness we have does not purport to be complete and is qualified in its entirety by reference to the provisions of the various agreements and indentures related thereto.

Senior secured credit facilities

In connection with the Change in Control Transaction, we entered into our senior secured credit facilities, the terms of which were amended on February 11, 2011. Set forth below is a summary of the terms of our senior secured credit facilities, as amended.

General

Our senior secured credit facilities provide for senior secured financing of up to $1.15 billion, consisting of:

• a $950.0 million senior secured term loan facility maturing on February 11, 2018 that was drawn in full in connection with the consummation of the Change in Control Transaction; and

• a $200.0 million senior secured revolving line of credit facility maturing on June 15, 2015 with respect to $25 million of the revolving commitments and maturing on February 11, 2016 with respect to $175 million of the revolving commitments, including both a letter of credit sub-facility and a swingline loan sub-facility.

In addition, we may request additional tranches of term loans or increases to the senior secured revolving line of credit in an aggregate amount up to approximately $300 million, plus an additional amount of indebtedness under our senior secured credit facilities or separate facilities permitted by our senior secured credit facilities so long as certain financial conditions are met, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.

All borrowings under our senior secured credit facilities are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties.

Interest and fees

Interest rates on borrowings under our senior secured credit facilities are, based on LIBOR, unless we elect an alternate base rate. The interest rate is subject to a floor between 1.5% and 1.75% for LIBOR loans and 2.50% to 2.75% for base rate loans, plus an applicable margin of between 3.00% and 5.00% for LIBOR loans and 2.00% and 4.00% for base rate loans, based on our net leverage ratio. The alternate base rate is the greater of (i) the rate that our administrative agent announces from time to time as its prime lending rate (ii) ¹/2 of 1.00% in excess of the overnight federal funds rate, and (iii) the adjusted eurodollar rate for a one-month interest period plus 1.00%.

Any incremental term facility may have a different interest rate, provided that the interest rate of the incremental term facility other than with respect to unsecured and junior lien incremental facilities cannot exceed the interest rate on the existing senior secured term loan facility by greater than 0.50%.

Swingline loans bear interest at the interest rate applicable to alternate base rate revolving loans.

In addition, we are required to pay each lender a commitment fee of 0.50% quarterly in arrears on the daily unused commitments, excluding drawings under the swingline facility, under the senior secured revolving line of credit. We are required to pay letter of credit fees equal to the applicable margin of adjusted eurodollar loans to be shared proportionately by the lenders as well as a fronting fee to be paid to the letter of credit issuer for its own account.

108

Prepayments

Subject to exceptions, our senior secured credit facilities require mandatory prepayments of senior secured term loans in amounts equal to:

• commencing with fiscal year ending December 31, 2012, 0% and 50%, based on our senior secured net leverage ratio, of our annual excess cash flow, each as defined in our new senior secured credit facilities;

• 100% of the net cash proceeds from asset sales and insurance recovery and condemnation events, subject to reinvestment rights and certain other exceptions; and

• 100% of the net cash proceeds from certain incurrences of debt.

Voluntary prepayments and commitment reductions are permitted, in whole or in part, in minimum amounts without premium or penalty, other than customary breakage costs with respect to adjusted eurodollar rate loans.

Amortization of principal

Our senior secured credit facilities require scheduled quarterly payments on the senior secured term loans equal to one-fourth of 1% of the original principal amount of the senior secured term loans for the first six years and three quarters, with the balance paid at maturity.

Collateral and guarantors

Our senior secured credit facilities are guaranteed by the Parent and certain of our current and future domestic wholly-owned subsidiaries, and are secured by a perfected security interest in certain of our existing and future property and assets and by a pledge of our capital stock, the capital stock of our domestic subsidiaries and up to 65% of the capital stock of certain of our foreign subsidiaries.

Restrictive covenants and other matters

Our senior secured credit facilities require that we comply with a maximum senior secured leverage ratio test if we have drawn on our senior secured revolving line of credit, which is net of up to $150.0 million of unrestricted cash and cash equivalents. In addition, our senior secured credit facilities includes negative covenants, subject to significant exceptions, restricting or limiting our ability and the ability of the Parent and restricted subsidiaries to, among other things:

• incur, assume or permit to exist additional indebtedness or guarantees;

• incur liens and engage in sale and leaseback transactions;

• make loans and investments;

• declare dividends, make payments or redeem or repurchase capital stock;

• engage in mergers, acquisitions and other business combinations;

• prepay, redeem or purchase certain indebtedness, including the notes;

• amend or otherwise alter the terms of certain of our indebtedness, including the notes;

• enter into agreements limiting subsidiary distributions;

• sell assets (including sale-leaseback transactions);

• transact with affiliates;

• change the business that we conduct;

• issue certain disqualified equity interests;

109

• change its fiscal year;

• with respect to the Parent, incur liabilities, own assets or conduct any business; and

• enter into any agreement containing a restriction that limits the ability to grant liens in favor of the lenders under our senior secured credit facilities.

Our senior secured credit facilities contain certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, change of control, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or material security document supporting our new senior secured credit facilities to be in full force and effect and change of control. If such an event of default occurs, the lenders under our new senior secured credit facilities would be entitled to take various actions, including the acceleration of amounts due under our new senior secured credit facilities and all actions permitted to be taken by a secured creditor.

RFC loan

In connection with the Change in Control Transaction, on June 15, 2010, we borrowed $16.7 million under the RFC loan. The loan was made to us to assist in financing the Change in Control Transaction. The loan is an unsecured, non-interest bearing note, discounted by $2.5 million for imputed interest, due December 15, 2018, with prepayments of principal due annually based on excess foreign cash flows. Interest expense is calculated under the effective interest method using an imputed interest rate of 11.625%.

110

Description of the notes

General

Certain terms used in this description are defined under the subheading “Certain definitions.” In this description, the terms “Trans Union LLC,” “we,” “our” or “us” refer to Trans Union LLC, a Delaware limited liability company, and not to any of its Subsidiaries, the word “Co-Issuer” refers only to TransUnion Financing Corporation, a Delaware corporation, the term “Issuers” refers to Trans Union LLC and Co-Issuer, and not to any of Trans Union LLC’s Subsidiaries, and the term “Parent” refers to TransUnion Corp. and not to any of its Subsidiaries.

The Issuers have issued $645,000,000 aggregate principal amount of 11 ³/8% senior notes due 2018 (the “Notes”) under an indenture dated June 15, 2010 (the “Indenture”) among the Issuers, Parent, the Subsidiary Guarantors (together with Parent, the “Note Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Except as set forth herein, the terms of the Notes will be substantially identical and include those stated in the Indenture and certain provisions of the Trust Indenture Act made part of the Indenture by reference thereto.

The following description is only a summary of the material provisions of the Indenture, does not purport to be complete and is qualified in its entirety by reference to the provisions of those agreements, including the definitions therein of certain terms used below. We urge you to read the Indenture because it, not this description, defines your rights as Holders of the Notes. You may request copies of the Indenture at our address set forth under the heading “Summary.” The terms of the exchange notes are identical in all material respects to the applicable series of outstanding notes except that, upon completion of the exchange offer, the exchange notes will be registered under the Securities Act and free of any covenants regarding exchange registration rights.

Brief description of the notes

The Notes:

• are jointly and severally issued by the Issuers;

• are unsecured senior obligations of the Issuers;

• are pari passu in right of payment with all existing and future Senior Indebtedness (including the Senior Credit Facilities) of the Issuers;

• are effectively subordinated to all secured Indebtedness of the Issuers (including the Senior Credit Facilities) to the extent of the value of the collateral securing such Indebtedness;

• are senior in right of payment to any future Subordinated Indebtedness of the Issuers; and

• are initially guaranteed on a senior unsecured basis by (i) Parent and (ii) each Restricted Subsidiary that guarantees the Senior Credit Facilities.

Note guarantees

The Note Guarantors, as primary obligors and not merely as sureties, initially jointly and severally irrevocably and unconditionally guaranteed, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indenture and the Notes, whether for payment of principal of or interest in respect of the Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.

(i) Parent and (ii) the Restricted Subsidiaries (other than as detailed below) initially guaranteed the Notes. Each Note Guarantee will be a general unsecured obligation of each Note Guarantor and will be pari passu in right of payment with all existing and future Senior Indebtedness of each such entity, will be effectively subordinated to all secured Indebtedness of each such entity to the extent of the value of the collateral securing such Indebtedness

111

and will be senior in right of payment to all existing and future Subordinated Indebtedness of each such entity. The Notes are structurally subordinated to Indebtedness of Subsidiaries of Trans Union LLC that are not Subsidiary Guarantors.

Only Trans Union LLC’s Wholly-Owned Subsidiaries that (i) are not Foreign Subsidiaries (or Subsidiaries of Foreign Subsidiaries) and (ii) guarantee Trans Union LLC’s Obligations under the Senior Credit Facilities are Subsidiary Guarantors. In the event of a bankruptcy, liquidation or reorganization of any Subsidiaries that are not Subsidiary Guarantors, such non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to Trans Union LLC. None of our Foreign Subsidiaries (or their Subsidiaries), non-Wholly-Owned Subsidiaries or any Receivables Subsidiary is a Subsidiary Guarantor. As of and for the twelve months ended December 31, 2010, the Issuers and the Subsidiary Guarantors would have represented approximately 97% of our total consolidated liabilities, 71% of our total consolidated assets, 60% of our total consolidated operating income and 78% of our total consolidated revenue.

The obligations of each Note Guarantor under its Note Guarantee are limited as necessary to prevent the Note Guarantees from constituting a fraudulent conveyance under applicable law.

Any entity that makes a payment under its Note Guarantee is entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Note Guarantor in an amount equal to such other Note Guarantor’s pro rata portion of such payment based on the respective net assets of all the Note Guarantors at the time of such payment determined in accordance with GAAP.

If a Note Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Note Guarantor, and, depending on the amount of such indebtedness, a Note Guarantor’s liability on its Note Guarantee could be reduced to zero. See “Risk Factors—Risks related to this offering and our indebtedness—A guarantee of the notes could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the notes from relying on that guarantor to satisfy claims.”

A Subsidiary Guarantee by a Subsidiary Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

(a) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Subsidiary Guarantor (including any sale, exchange or transfer after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary) or all or substantially all the assets of such Subsidiary Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(b) the release or discharge of the guarantee by such Subsidiary Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Subsidiary Guarantee;

(c) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or

(d) the Issuers exercising their legal defeasance option or covenant defeasance option as described under “Legal defeasance and covenant defeasance” or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture.

Ranking

Senior secured indebtedness versus the notes

The payment of the principal of, premium, if any, and interest on the Notes and the payment of any Note Guarantee ranks pari passu in right of payment with all Senior Indebtedness of such Issuer or the relevant Note Guarantor, as the case may be, including the obligations of the Issuers and the Note Guarantors under the Senior Credit Facilities.

112

The Notes are effectively subordinated in right of payment to all of the Issuers’ and the Note Guarantors’ existing and future secured Indebtedness to the extent of the value of the assets securing such Indebtedness. As of December 31, 2010, after giving effect to the Change in Control Transaction, Trans Union LLC would have had $945.2 million of secured Indebtedness under the Senior Credit Facilities.

Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuers and the Subsidiary Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock.”

Paying agent and registrar for the notes

The Issuers will maintain one or more paying agents for the Notes in the Borough of Manhattan, City of New York. The initial paying agent for the Notes will be the Trustee.

The Issuers will also maintain a registrar with offices in the Borough of Manhattan, City of New York. The initial registrar will be the Trustee. The registrar will maintain a register reflecting ownership of the Notes outstanding from time to time and will make payments on and facilitate transfer of Notes on behalf of the Issuers.

The Issuers may change the paying agents or the registrars without prior notice to the Holders. Either Issuer or any of Trans Union LLC’s Subsidiaries may act as a paying agent or registrar.

Transfer and exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuers are not required to transfer or exchange any Note selected for redemption. Also, the Issuers are not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

Principal, maturity and interest

The Issuers issued $645,000,000 of Notes. The Notes will mature on June 15, 2018. Subject to compliance with the covenant described below under the caption “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock,” the Issuers may issue additional Notes from time to time after this offering under the Indenture (the “Additional Notes”). The Notes and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of the Indenture and this “Description of the notes” include any Additional Notes that are actually issued.

Interest on the Notes accrues at the rate of 11 ³/8% per annum and is payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2010, to the Holders of Notes of record on the immediately preceding June 1 and December 1. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest on the Notes is computed on the basis of a 360-day year comprised of twelve 30-day months.

Mandatory redemption; offers to purchase; open market purchases

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuers may be required to offer to purchase Notes as described under the caption “Repurchase at the option of holders.” The Issuers may at any time and from time to time purchase Notes in the open market or otherwise.

113

Optional redemption

Except as set forth below, the Issuers are not entitled to redeem the Notes at their option prior to June 15, 2014.

At any time prior to June 15, 2014, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

On and after June 15, 2014, the Issuers may redeem the Notes, in whole or in part, upon notice as described under the heading “Repurchase at the option of holders—Selection and notice,” at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning June 15 on of each of the years indicated below:

Year	Percentage
2014		105.688	%
2015		102.844	%
2016 and thereafter		100.000	%

In addition, until June 15, 2013, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 111.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of an Initial Public Offering to the extent such net cash proceeds are received by or contributed to Trans Union LLC; provided, that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 90 days of the date of closing of each such Initial Public Offering.

The Trustee shall select the Notes to be purchased in the manner described under “Repurchase at the option of holders—Selection and notice.”

Repurchase at the option of holders

Change of Control

The Notes provide that if a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under “Optional redemption,” the Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuers will send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of control,” and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

114

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided, that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and

(8) the other instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in the Indenture by virtue thereof.

On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,

(1) accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

The Senior Credit Facilities, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuers become a party may, provide that certain change of control events with respect to the Issuers would constitute a default thereunder (including a Change of Control under the Indenture). If Trans Union LLC experiences a change of control that triggers a default under the Senior Credit Facilities, Trans Union LLC could seek a waiver of such default or seek to refinance the Senior Credit Facilities. In the event Trans Union LLC does not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under the Senior Credit Facilities being declared due and payable.

The Issuers’ ability to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by their then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

115

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of Trans Union LLC and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and the Issuers. As of the Issue Date, the Issuers have no present intention to engage in a transaction involving a Change of Control, although it is possible that the Issuers could decide to do so in the future. Subject to the limitations discussed below, the Issuers could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on the Issuers’ ability to incur additional Indebtedness are contained in the covenants described under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” and “Certain covenants—Liens.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction.

The Issuers will not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to the Indenture as described above under the caption “Optional redemption,” unless and until there is a default in the payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of Trans Union LLC to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of Trans Union LLC. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Issuers to make an offer to repurchase the Notes as described above.

The provisions under the Indenture relative to the Issuers’ obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Asset sales

The Indenture provides that the Issuers will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale, unless:

(1) Trans Union LLC or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by Trans Union LLC) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefore received by Trans Union LLC or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, that the amount of:

(a) any liabilities (as shown on Trans Union LLC’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of Trans Union LLC or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which Trans Union LLC and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

116

(b) any securities received by Trans Union LLC or such Restricted Subsidiary from such transferee that are converted by Trans Union LLC or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(c) any Designated Non-cash Consideration received by Trans Union LLC or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) (other than securities received and not yet liquidated pursuant to clause (b) that are at that time outstanding), not to exceed 2.5% of Adjusted Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

Within 365 days after the receipt of any Net Proceeds of any Asset Sale, Trans Union LLC or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to reduce:

(a) Obligations under the Senior Credit Facilities; and, if the Obligations repaid are revolving credit Obligations, to correspondingly reduce commitments with respect thereto;

(b) Obligations under Senior Indebtedness that is secured by a Lien and, if the Obligations repaid are revolving credit Obligations, to correspondingly reduce commitments with respect thereto;

(c) Obligations under other Senior Indebtedness (and, if the Obligations repaid are revolving credit Obligations, to correspondingly reduce commitments with respect thereto), provided, that the Issuers shall equally and ratably reduce Obligations under the Notes as provided under “Optional redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or

(d) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Issuers or another Restricted Subsidiary;

(2) to make (a) an Investment in any one or more businesses, provided, that such Investment in any business is in the form of the acquisition of Capital Stock and results in Trans Union LLC or one of the Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, including Capital Stock, in each of (a), (b) and (c) used or useful in a Similar Business;

(3) to make an investment in (a) any one or more businesses, provided, that such Investment in any business is in the form of the acquisition of Capital Stock and results in Trans Union LLC or one of the Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) acquisitions of other assets, including Capital Stock, that, in each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale; or

(4) any combination of the foregoing;

provided, that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as Trans Union LLC or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are

117

applied in connection therewith, the Issuers or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that if no Second Commitment is entered into or any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $2,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $20.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee.

To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in the Indenture by virtue thereof.

Notwithstanding the foregoing, the following Asset Sales shall not be subject to the first paragraph of this covenant (but any Net Proceeds therefrom shall otherwise be applied in accordance with this covenant):

(1) transfers of property subject to casualty or condemnation proceedings; and

(2) dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between, the joint venture parties set forth in joint venture and similar binding agreements.

Selection and notice

If the Issuers are redeeming less than all of the Notes issued by them at any time, the Trustee will select the Notes to be redeemed (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; (b) on a pro rata basis to the extent practicable or (c) by lot or such other similar method in accordance with the procedures of DTC.

Notices of purchase or redemption shall be mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of Notes at such Holder’s registered address

118

or otherwise in accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

The Issuers will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note or otherwise reflect such reduction in accordance with the procedures of DTC. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Certain covenants

Set forth below are summaries of certain covenants contained in the Indenture. If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the Indenture, then, beginning on that day subject to the provisions of the following paragraph, the covenants specifically listed under the following captions in this “Description of the notes” section of this prospectus (collectively, the “Suspended Covenants”) will be suspended:

(1) “Repurchase at the option of holders—Asset sales”;

(2) “—Limitation on restricted payments”;

(3) “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”;

(4) clause (4) of the first paragraph of “—Merger, consolidation or sale of all or substantially all assets”;

(5) “—Transactions with affiliates”;

(6) “—Dividend and other payment restrictions affecting restricted subsidiaries”; and

(7) “—Limitation on guarantees of indebtedness by restricted subsidiaries.”

During any period that the foregoing covenants have been suspended, Trans Union LLC’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (as defined below) and the Issuers and any of the Restricted Subsidiaries will be permitted, without causing a Default or Event of Default, to honor or otherwise perform any contractual commitments or obligations in the future after any date on which the Notes no longer have an Investment Grade Rating from both of the Rating Agencies as long as such contractual commitments or obligations were entered into during the Suspension Period and not in anticipation of the Notes no longer having an Investment Grade Rating from both of the Rating Agencies.

Notwithstanding the foregoing, if on any subsequent date one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, the foregoing covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Indebtedness) and Disqualified Stock or Preferred Stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (3) of the second paragraph of “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock.” Calculations under the reinstated “Restricted payments” covenant will be made as if the “Restricted payments” covenant had been in effect prior to, but not during, the period that the “Restricted payments” covenant was suspended as set forth above; provided, for the sake of clarity, that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. For purposes of determining compliance with the

119

covenant described above under the caption “Repurchase at the option of holders—Asset sales,” the Excess Proceeds from all Asset Sales not applied in accordance with such covenant will be deemed to be reset to zero after the Reversion Date.

There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.

Limitation on restricted payments

The Issuers will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of the Issuers’ or any of the Restricted Subsidiaries’ Equity Interests (including any dividend or distribution payable in connection with any merger or consolidation) other than:

(a) dividends, payments or distributions by the Issuers payable solely in Equity Interests (other than Disqualified Stock) of the Issuers; or

(b) dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, Trans Union LLC or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuers or any direct or indirect parent of Trans Union LLC, including Parent, held by Persons other than a Restricted Subsidiary, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(a) Indebtedness permitted under clauses (7) and (8) of the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; or

(b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, Trans Union LLC could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments (the amount of any Restricted Payment, if made other than in cash, to be based upon the fair market value at the time of such Restricted Payment) made by the Issuers and the Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (7) and (12) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of Trans Union LLC for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of Trans Union LLC’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

120

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by Trans Union LLC, of marketable securities or other property received by Trans Union LLC since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”) from the issue or sale of:

(i) (A) Equity Interests of Trans Union LLC, but excluding cash proceeds and the fair market value, as determined in good faith by Trans Union LLC, of marketable securities or other property received from the sale of:

(x) Equity Interests of Trans Union LLC to members of management, directors or consultants of Trans Union LLC, any direct or indirect parent company of Trans Union LLC, including Parent, and Trans Union LLC’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (3) of the next succeeding paragraph; and

(y) Designated Preferred Stock; and

(B) to the extent such net cash proceeds are actually contributed to Trans Union LLC, Equity Interests of Trans Union LLC’s direct or indirect parent companies, including Parent (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or

(ii) debt securities or other Indebtedness of Trans Union LLC that has been converted into or exchanged for such Equity Interests of Trans Union LLC;

provided, however, that this clause (b) shall not include the proceeds from (X) Equity Interests or convertible debt securities of Trans Union LLC sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by Trans Union LLC or, if such fair market value exceeds $30.0 million, in writing by an Independent Financial Advisor, of marketable securities or other property contributed to the capital of Trans Union LLC following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”) (other than by a Restricted Subsidiary and other than by any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by Trans Union LLC, of marketable securities or other property received by means of:

(i) the sale or other disposition (other than to the Issuers or a Restricted Subsidiary) of Restricted Investments made by the Issuers or any Restricted Subsidiary and repurchases and redemptions of such Restricted Investments from such Issuer or such Restricted Subsidiary and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuers or any Restricted Subsidiary, in each case after the Issue Date; or

(ii) the sale (other than to the Issuers or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by Trans Union LLC in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value exceeds

121

$30.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent such Investment constituted a Permitted Investment.

The foregoing provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(2) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuers or a Note Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuers or a Note Guarantor, as the case may be, which is incurred in compliance with “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” so long as:

(a) the principal amount of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable Note Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date either (i) equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired or (ii) at least 90 days following the final maturity date of the Notes; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(3) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of Trans Union LLC or any of its direct or indirect parent companies, including Parent, held by any future, present or former employee, director or consultant of Trans Union LLC, any of its Subsidiaries or any of its direct or indirect parent companies, including Parent, pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (3) do not exceed in any calendar year $10.0 million (which shall increase to $20.0 million subsequent to the consummation of a public Equity Offering of Trans Union LLC or any direct or indirect parent, including Parent) (with unused amounts in any calendar year being carried over to the next succeeding calendar year subject to a maximum (without giving effect to the following proviso) of $20.0 million (which shall increase to $40.0 million subsequent to the consummation of a public Equity Offering of Trans Union LLC or any direct or indirect parent, including Parent) in any calendar year); provided, further, that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of Trans Union LLC and, to the extent contributed to Trans Union LLC, Equity Interests of any of Trans Union LLC’s direct or indirect parent companies, including Parent, in each case to members of management, directors or consultants of Trans Union LLC, any of its Subsidiaries or any of its direct or indirect parent companies, including Parent, that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph; plus

(b) the cash proceeds of key man life insurance policies received by Trans Union LLC or the Restricted Subsidiaries after the Issue Date; less

122

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (3);

and provided, further, that cancellation of Indebtedness owing to Trans Union LLC from members of management of Trans Union LLC, any of Trans Union LLC’s direct or indirect parent companies, including Parent, or any of the Restricted Subsidiaries in connection with a repurchase of Equity Interests of Trans Union LLC or any of its direct or indirect parent companies, including Parent, will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

(4) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of Trans Union LLC or any of its Restricted Subsidiaries issued in accordance with the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” to the extent such dividends are included in the definition of “Fixed Charges”;

(5) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by Trans Union LLC after the Issue Date;

(b) the declaration and payment of dividends to any direct or indirect parent company of Trans Union LLC, including Parent, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent issued after the Issue Date,

provided, that (x) the amount of dividends paid pursuant to clause (a) or (b) shall not exceed the aggregate amount of cash actually contributed to Trans Union LLC from the sale of such Designated Preferred Stock and (y) in the case of each of (a) and (b) of this clause (5), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuers and the Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(6) repurchases of Equity Interests deemed to occur upon, or cash payments in lieu of the issuance of fractional shares in connection with, in each case, the exercise of stock options, warrants or other securities convertible into or exchangeable for Equity Interests (or the declaration and payment of distributions or dividends, as applicable, or the making of loans, in each case, to any direct or indirect parent of Trans Union LLC, including Parent, to fund such repurchases or cash payments) if, (a) in the case of repurchases of Equity Interests, such Equity Interests represent a portion of the exercise price of such options or warrants or (b) in the case of cash payments, any such cash payment shall not be for the purpose of circumventing the limitation of the covenant described under this subheading (as determined in good faith by the Board of Directors of Trans Union LLC or any direct or indirect parent of Trans Union LLC, including Parent);

(7) the making (or declaration) and payment of distributions or dividends, as applicable, on Trans Union LLC’s common stock (or the payment of distributions or dividends, as applicable, to any direct or indirect parent of Trans Union LLC, including Parent, to fund a payment of dividends on such entity’s common stock), following the first public offering of Trans Union LLC’s common stock or the common stock of any of its direct or indirect parent companies, including Parent, after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to Trans Union LLC in or from any such public offering, other than public offerings with respect to Trans Union LLC’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(8) Restricted Payments that are made with Excluded Contributions;

(9) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (9) not to exceed $40.0 million;

(10) distributions or payments of Receivables Fees;

123

(11) any Restricted Payment made in connection with the Change in Control Transaction and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with affiliates” (other than clause (2) thereof);

(12) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “Repurchase at the option of holders—Change of control” and “Repurchase at the option of holders—Asset sales”; provided, that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(13) the declaration and payment of distributions or dividends, as applicable, by Trans Union LLC or its Restricted Subsidiaries to, or the making of loans to, any direct or indirect parent, including Parent (or, solely in the case of clause (b) below, to an Affiliate of Trans Union LLC that is the common parent of a consolidated, combined or unitary group including Trans Union LLC or any of its Restricted Subsidiaries, as applicable, for the purpose of income tax liabilities under the laws of any state of the United States, the District of Columbia, or any territory thereof), in amounts required for any such direct or indirect parents (or such Affiliates) to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of Trans Union LLC and/or its Restricted Subsidiaries (as applicable) and, to the extent of the amount actually received by Trans Union LLC (or its Restricted Subsidiaries) from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided, that in each case the amount of such payments in any taxable period does not exceed the amount that Trans Union LLC and/or its Restricted Subsidiaries (as applicable) would be required to pay in respect of federal, state and local income taxes for such taxable period were Trans Union LLC, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries (to the extent described above), as applicable, to pay such taxes separately from any such parent entity (or such Affiliate);

(c) customary salary, bonus, indemnification obligations and other benefits payable to directors, officers and employees of any direct or indirect parent company of Trans Union LLC, including Parent, to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of Trans Union LLC and its Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of Trans Union LLC, including Parent, to the extent such costs and expenses are attributable to the ownership or operation of Trans Union LLC and its Restricted Subsidiaries; and

(e) fees and expenses other than to Affiliates of Trans Union LLC related to any unsuccessful equity or debt offering or other financing transaction of such parent entity;

(14) the distribution, dividend or otherwise of shares of Capital Stock of, or Indebtedness owed to the Issuers or a Restricted Subsidiary of Trans Union LLC by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(15) payments and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of Trans Union LLC and its Restricted Subsidiaries taken as a whole that complies with the terms of the Indenture, including the covenant described under “Merger, consolidation or sale of all or substantially all assets”; provided, that payments and distributions shall be permitted under this clause (15) only to the extent they are not otherwise permitted under this covenant; and

(16) the payment of dividends, other distributions and other amounts by the Issuers to, or the making of loans to, any direct or indirect parent of the Issuers, including Parent, in the amount required for such parent to, if applicable, pay amounts equal to amounts required for any direct or indirect parent of the Issuers, including

124

Parent, if applicable, to pay interest and/or principal (including AHYDO Catch Up Payments) on Indebtedness the proceeds of which have been permanently contributed to Trans Union LLC or any Restricted Subsidiary and that has been guaranteed by, or is otherwise considered Indebtedness of, the Issuers or any Restricted Subsidiary incurred in accordance with the covenant described under the caption “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; provided, that the proceeds contributed to Trans Union LLC or such Restricted Subsidiary shall not increase amounts available for Restricted Payments pursuant to clause (3) of the first paragraph of this “Limitation on restricted payments” covenant; provided, further, that the aggregate amount of such dividends shall not exceed the amount of cash actually contributed to Trans Union LLC for the incurrence of such Indebtedness;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (9) and (14), no Default shall have occurred and be continuing or would occur as a consequence thereof.

For purposes of determining compliance with this covenant, in the event that a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (16) in paragraph (b) above, or is entitled to be incurred pursuant to paragraph (a) above, Trans Union LLC will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment in any manner that complies with this covenant.

As of the Issue Date, all of Trans Union LLC’s Subsidiaries will be Restricted Subsidiaries. Trans Union LLC will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Trans Union LLC and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (8), (9) or (14) of the second paragraph of this covenant, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock

The Issuers will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuers may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of the Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for Trans Union LLC’s most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Subsidiary Guarantors may not incur Indebtedness or issue any shares of Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $150.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Subsidiary Guarantors would be outstanding pursuant to this paragraph and clauses (12)(b) and (14) below at such time.

125

The foregoing limitations will not apply to:

(1) the incurrence of Indebtedness under Credit Facilities (which in the case of clause (ii) below shall be Secured Indebtedness) by the Issuers or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount not to exceed the greater of (i) $1,440.0 million plus (x) the amount by which amounts outstanding under the senior secured term loan facility of the Senior Credit Facilities on the Issue Date exceed $940.0 million and (y) the amount by which aggregate commitments under the revolving credit facility of the Senior Credit Facilities as in effect on the Issue Date exceed $200.0 million or (ii) the maximum principal amount of Secured Indebtedness that could be incurred such that after giving effect to such incurrence, the Consolidated Secured Debt Ratio would be no greater than 3.0 to 1.0, in each case, outstanding at any one time, less the aggregate of mandatory principal payments actually made by the borrower thereunder in respect of Indebtedness thereunder with proceeds from an Asset Sale or series of related Asset Sales;

(2) the incurrence by the Issuers and any Subsidiary Guarantor of Indebtedness represented by the Notes (including any Subsidiary Guarantee) (other than any Additional Notes);

(3) Indebtedness of the Issuers and the Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuers or any of the Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, including, without limitation, through the direct purchase of assets or the Capital Stock of any Person owning such assets in an amount not to exceed the greater of (x) $30.0 million and (y) 1.0% of Adjusted Total Assets at the time of incurrence;

(5) Indebtedness incurred by the Issuers or any of the Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees, workers’ compensation claims, self-insurance obligations, bankers’ acceptances or similar instruments in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Issuers or the Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that with respect to dispositions the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuers and the Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Issuers to a Restricted Subsidiary; provided, that any such Indebtedness owing to a Restricted Subsidiary that is not a Subsidiary Guarantor is expressly subordinated in right of payment to the Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuers or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

(8) Indebtedness of a Restricted Subsidiary to the Issuers or another Restricted Subsidiary; provided, that if a Subsidiary Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness is expressly subordinated in right of payment to the Subsidiary Guarantee of the Notes of such Subsidiary Guarantor; provided, further, that any subsequent issuance or transfer of any Capital Stock

126

or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary of any such Indebtedness (except to the Issuers or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuers or another Restricted Subsidiary, provided, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuers or another of the Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause;

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);

(11) obligations in respect of performance, bid, appeal, statutory, export or import, customs, revenue and surety bonds and completion guarantees or similar instruments provided by the Issuers or any of the Restricted Subsidiaries in the ordinary course of business;

(12) (a) Indebtedness or Disqualified Stock of the Issuers and Indebtedness, Disqualified Stock or Preferred Stock of the Issuers or any Restricted Subsidiary equal to 100.0% of the net cash proceeds received by Trans Union LLC since immediately after the Issue Date from the issue or sale of Equity Interests of Trans Union LLC (or any direct or indirect parent of Trans Union LLC, including Parent) or cash contributed to the capital of Trans Union LLC (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to Trans Union LLC or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of “—Limitation on restricted payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of “—Limitation on restricted payments” or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of the Issuers and Indebtedness, Disqualified Stock or Preferred Stock of the Issuers or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $150.0 million; provided, however, that on a pro forma basis, together with any amounts incurred and outstanding by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to the second proviso to the first paragraph of this covenant and clause (14), no more than $150.0 million of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred pursuant to this clause (12)(b) shall be incurred by Restricted Subsidiaries that are not Subsidiary Guarantors (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Issuers or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (12)(b));

(13) the incurrence by the Issuers or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under the first paragraph of this covenant and clauses (2) and (3) above, this clause (13) and clause (14) below or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees and expenses in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

127

(b) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Subsidiary Guarantee, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Subsidiary Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(c) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Trans Union LLC that is not a Subsidiary Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of Trans Union LLC;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Trans Union LLC that is not a Subsidiary Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuers or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided, further, that subclause (a) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under a Credit Facility;

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuers or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Issuers or any Restricted Subsidiary or merged into the Issuers or a Restricted Subsidiary in accordance with the terms of the Indenture; provided, that after giving effect to such acquisition merger, either:

(a) the Issuers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant, or

(b) the Fixed Charge Coverage Ratio of Trans Union LLC and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger;

provided, however, that on a pro forma basis, together with amounts incurred and outstanding pursuant to the second proviso to the first paragraph of this covenant and clause (12)(b), no more than $150.0 million of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to this clause (14) shall be incurred and outstanding;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, that such Indebtedness is extinguished within two Business Days of its incurrence;

(16) Indebtedness of the Issuers or any of the Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17) (a) any guarantee by the Issuers or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuers; provided, that such guarantee is incurred in accordance with the covenant described below under “—Limitation on guarantees of indebtedness by restricted subsidiaries”;

(18) Indebtedness of Foreign Subsidiaries of Trans Union LLC incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (18) the greater of (x) $25.0 million and (y) 10.0% of the proportion of the Adjusted Total Assets represented by the Foreign Subsidiaries of Trans Union, LLC (it being understood that any Indebtedness incurred pursuant to this

128

clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which such Foreign Subsidiary could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (18));

(19) Indebtedness of the Issuers or any of the Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(20) Indebtedness consisting of Indebtedness issued by the Issuers or any of the Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of Trans Union LLC or any direct or indirect parent company of Trans Union LLC, including Parent, to the extent described in clause (3) of the second paragraph under the caption “—Limitation on restricted payments”;

(21) Indebtedness of the Issuers or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes as described under “Legal defeasance and covenant defeasance” or “Satisfaction and discharge”; and

(22) cash management obligations and Indebtedness of Foreign Subsidiaries in respect of netting services, overdraft facilities, employee credit card programs, Cash Pooling Arrangements or similar arrangements in connection with cash management and deposit accounts; provided, that with respect to any Cash Pooling Arrangements, the total amount of all deposits subject to any such Cash Pooling Arrangement at all times equals or exceeds the total amount of overdrafts that may be subject to such Cash Pooling Arrangements.

Notwithstanding the preceding two paragraphs and except for Indebtedness, Disqualified Stock and Preferred Stock incurred under the revolving portion of the Senior Credit Facilities or Refinancing Indebtedness incurred under clause (13) or Indebtedness incurred under clauses (7), (8), (9), (10), (11), (15), (16), (17), (19) and (21) of the immediately preceding paragraph, the Issuers will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly incur any Indebtedness or issue any share of Disqualified Stock or Preferred Stock unless the Consolidated Total Debt Ratio for Trans Union LLC’s most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been less than 6.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

For purposes of determining compliance with this covenant:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (22) above or is entitled to be incurred pursuant to the first paragraph of this covenant, Trans Union LLC, in its sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided, that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the second paragraph of this covenant; and

(2) at the time of incurrence, Trans Union LLC will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above.

Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant or, for purposes of the covenant set forth below, under the caption “Liens,” provided that, in each case, any such additional Indebtedness shall be included in the definition of “Consolidated Total Indebtedness.”

129

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

The Indenture provides that the Issuers will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuers or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuers or such Subsidiary Guarantor, as the case may be.

The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Liens

The Issuers will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or allow to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related Subsidiary Guarantee, on any asset or property of the Issuers or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Subsidiary Guarantees are secured by a Lien on such assets or property that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Subsidiary Guarantees are equally and ratably secured, except that the foregoing shall not apply to (a) Liens securing the Notes and the related Subsidiary Guarantees and (b) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock.”

Merger, consolidation or sale of all or substantially all assets

The Issuers may not consolidate or merge with or into or wind up into (whether or not one of the Issuers is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their properties or assets, in one or more related transactions, to any Person unless:

(1) one of the Issuers is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than one of the Issuers) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

130

(2) the Successor Company, if other than one of the Issuers, expressly assumes all the obligations of the Issuers under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists that shall not have been cured or waived;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Issuers or the Successor Company, as applicable, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock,” or

(b) the Fixed Charge Coverage Ratio for the Successor Company or the Issuers and the Restricted Subsidiaries, as applicable, would be greater than such ratio for the Issuers and the Restricted Subsidiaries immediately prior to such transaction;

(5) each Subsidiary Guarantor, unless it is the other party to the transactions described above, in which case clause (b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations under the Indenture and the Notes; and

(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

The Issuers (or such other predecessor company, as the case may be) will be released from their respective obligations under the Indenture and the Notes and the Successor Company will succeed to, and be substituted for, the Issuers, as the case may be, under the Indenture, the Note Guarantees and the Notes, as applicable. Notwithstanding the foregoing,

(1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to Trans Union LLC (in which case clauses (3), (4), (5) and (6) above will not apply), and

(2) either Issuer may merge with an Affiliate of such Issuer, as the case may be, solely for the purpose of reincorporating such Issuer in a State of the United States so long as the amount of Indebtedness of the Issuers and Trans Union LLC’s Restricted Subsidiaries is not increased thereby (in which case clauses (3), (4), (5) and (6) above will not apply).

Subject to certain limitations described in the Indenture governing release of a Subsidiary Guarantee upon the sale, disposition or transfer of a Subsidiary Guarantor, no Subsidiary Guarantor will, and the Issuers will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to, any Person unless:

(1) (a) such Subsidiary Guarantor is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation or other entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(b) the Successor Person, if other than such Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under the Indenture and such Subsidiary Guarantor’s related Subsidiary Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

131

(c) immediately after such transaction, no Default exists that shall not have been cured or waived; and

(d) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(2) the transaction is made in compliance with the covenant described under “Repurchase at the option of holders—Asset sales.”

The predecessor Subsidiary Guarantor will be released from its obligations under the Indenture and its Subsidiary Guarantee, and the Successor Person will succeed to, and be substituted for, such Subsidiary Guarantor under the Indenture and such Subsidiary Guarantor’s Subsidiary Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may merge into or transfer all or part of its properties and assets to another Subsidiary Guarantor or Trans Union LLC.

Transactions with affiliates

The Issuers will not, and will not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuers, taken as a whole, or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuers or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuers deliver to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of (x) $10.0 million, a resolution adopted by the majority of the Board of Directors of Trans Union LLC approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above and (y) $35.0 million, an opinion from an Independent Financial Advisor that such Affiliate Transaction complies with this covenant.

The foregoing provisions will not apply to the following:

(1) transactions between or among the Issuers or any of the Restricted Subsidiaries;

(2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on restricted payments” and the definition of “Permitted Investments”;

(3) the payment of management, consulting, monitoring and advisory fees and related expenses to the Permitted Holders in an amount not to exceed $5.0 million in the aggregate in any calendar year;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Issuers, any of Trans Union LLC’s direct or indirect parent companies, including Parent, or any of the Restricted Subsidiaries;

(5) transactions in which the Issuers or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuers, taken as a whole, or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuers, taken as a whole, or such relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuers, taken as a whole, or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

132

(7) the existence of, or the performance by the Issuers or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuers or any of the Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Change in Control Transaction and the payment of all fees and expenses related to the Change in Control Transaction, in each case as disclosed in this prospectus;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Issuers and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of Trans Union LLC or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of Trans Union LLC to any Permitted Holder or to any director, officer, employee or consultant;

(11) sales of accounts receivable, or participations therein, or any other transaction effected in connection with any Receivables Facility;

(12) payments by the Issuers or any of the Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of Trans Union LLC in good faith;

(13) payments or loans (or cancellation of loans) to employees or consultants of Trans Union LLC, any of its direct or indirect parent companies, including Parent, or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by Trans Union LLC in good faith;

(14) any transaction permitted by the covenant “Merger, consolidation or sale of all or substantially all assets”;

(15) transactions with a Person (other than an Unrestricted Subsidiary of Trans Union LLC) that is an Affiliate of the Issuers solely because Trans Union LLC owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(16) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business;

(17) any contributions to the common equity capital of Trans Union LLC;

(18) pledges of Equity Interests of Unrestricted Subsidiaries; and

(19) transactions between the Issuers or any of the Restricted Subsidiaries and any Person, a director of which is also a director of the Issuers or any direct or indirect parent of the Issuers, including Parent; provided, however, that such director abstains from voting as a director of the Issuers or such direct or indirect parent of the Issuers, including Parent, as the case may be, on any matter involving such other Person.

Dividend and other payment restrictions affecting restricted subsidiaries

The Issuers will not, and will not permit any of the Restricted Subsidiaries that are not Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1)   (a) pay dividends or make any other distributions to the Issuers or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

133

(b) pay any Indebtedness owed to the Issuers or any of the Restricted Subsidiaries;

(2) make loans or advances to the Issuers or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Issuers or any of the Restricted Subsidiaries,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;

(b) the Indenture and the Notes;

(c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(d) applicable law or any applicable rule, regulation or order;

(e) any agreement or other instrument of a Person acquired by the Issuers or any of the Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Trans Union LLC pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”;

(j) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(k) customary provisions contained in leases, subleases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(l) any Restricted Investment not prohibited by the covenant described above under the caption “—Limitation on restricted payments” and any Permitted Investment;

(m) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Trans Union LLC, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(n) restrictions created in connection with any Receivables Facility that, in the good faith determination of Trans Union LLC are necessary or advisable to effect such Receivables Facility.

134

Limitation on guarantees of indebtedness by restricted subsidiaries

The Issuers will not permit any of Trans Union LLC’s Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuers or a Subsidiary Guarantor), other than a Subsidiary Guarantor or a Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Issuers or any other Subsidiary Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture providing for a Subsidiary Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuers or any Subsidiary Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;

(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuers or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; and

(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(a) such Subsidiary Guarantee has been duly executed and authorized; and

(b) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided, that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Reports and other information

Whether or not required by the rules and regulations of the SEC, the Indenture requires Trans Union LLC to file the following information with the SEC from and after the Issue Date and as long as any Notes are outstanding:

(1) within 90 days after the end of each fiscal year (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of an annual report on Form 10-K by a non-accelerated filer), annual reports on Form 10-K, or any successor or comparable form;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a quarterly report on Form 10-Q by a non-accelerated filer), quarterly reports on Form 10-Q or any successor or comparable form; and

(3) promptly from time to time after the occurrence of an event required to be therein reported, current reports on Form 8-K or any successor or comparable form;

in each case, in a manner that complies in all material respects with the requirements specified in such form or any successor or comparable form. If not otherwise available on the SEC’s EDGAR system or any successor system, the Indenture will require Trans Union LLC to make such information available to the Trustee and Holders of the Notes (without exhibits) within 15 days after it files such information with the SEC, without cost to any Holder.

135

Notwithstanding the foregoing, Trans Union LLC shall not be obligated to file such reports with the SEC prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement described under the caption “Exchange offer; registration rights” or if the SEC does not permit such filing, in which event Trans Union LLC will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes:

(1) within 30 days, for annual reports;

(2) within 15 days, for quarterly reports; and

(3) within 6 Business Days, for current reports;

in each case, after the time Trans Union LLC would be required to file such information with the SEC if it were a non-accelerated filer. In addition, to the extent not satisfied by the foregoing, Trans Union LLC will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to any prospective investor that certifies it is a Qualified Institutional Buyer (as defined in the Securities Act), upon request and if not previously provided, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Parent may satisfy the obligations of Trans Union LLC set forth above; provided, that (i) the information filed with the SEC or delivered to Holders pursuant to this covenant should include consolidated financial statements for Parent, Trans Union LLC, and its Subsidiaries and (ii) Parent is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of Trans Union LLC.

The requirements of the first two paragraphs of this covenant shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by filing with the SEC the exchange offer registration statement or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. In addition, prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement, Trans Union LLC shall not be required to provide the information that would otherwise be required by Section 302 and 404 of the Sarbanes-Oxley Act of 2002 and Items 307, 308 or 308T of Regulation S-K in connection with any information provided under this covenant.

Notwithstanding anything herein to the contrary, at any time prior to the first anniversary of the Issue Date, Trans Union LLC will not be deemed to have failed to comply with any of its agreements set forth under this covenant for purposes of clause (3) of the first paragraph under the caption “—Events of default and remedies” until 120 days after the date any report is required to be filed with the SEC (or provided to the Trustee or Holders of the Notes) pursuant to this covenant.

Restrictions on activities of Co-Issuer

The Indenture provides that the Co-Issuer may not hold any material assets, become liable for any material obligations or engage in any business activities or operations; provided, that the Co-Issuer may be a co-obligor with respect to Indebtedness (including, for the avoidance of doubt, the Notes) if Trans Union LLC is a primary obligor on such Indebtedness, the net proceeds of such Indebtedness are received by Trans Union LLC or one or more of the Restricted Subsidiaries and such Indebtedness is otherwise permitted to be incurred under the Indenture.

Events of default and remedies

The Indenture provides that each of the following is an Event of Default:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

136

(2) default for 30 days or more in the payment when due of interest on or with respect to the Notes;

(3) failure by the Issuers or any Subsidiary Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in the Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuers, Parent or any of the Restricted Subsidiaries or the payment of which is guaranteed by the Issuers or any of the Restricted Subsidiaries, other than Indebtedness owed to the Issuers or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more at any one time outstanding;

(5) failure by the Issuers or any Significant Subsidiary of Trans Union LLC to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) certain events of bankruptcy or insolvency with respect to the Issuers or any Significant Subsidiary of Trans Union LLC; or

(7) the Subsidiary Guarantee of any Significant Subsidiary of Trans Union LLC shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Subsidiary Guarantor that is a Significant Subsidiary of Trans Union LLC, as the case may be, denies that it has any further liability under its Subsidiary Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Subsidiary Guarantee in accordance with the Indenture.

If any Event of Default (other than of a type specified in clause (6) above) occurs and has not been cured or waived under the Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.

Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice. The Indenture will provide that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes.

The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its

137

consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions under the Indenture, the Holders of a majority in principal amount of the total outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Senior Note or that would involve the Trustee in personal liability.

The Indenture will provide that the Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, within five Business Days, upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No personal liability of directors, officers, employees and stockholders

No director, officer, employee, incorporator or stockholder of the Issuers or any Subsidiary Guarantor or any of their direct or indirect parent companies, including Parent, shall have any liability for any obligations of the Issuers or the Subsidiary Guarantors under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

138

Legal defeasance and covenant defeasance

The obligations of the Issuers and the Note Guarantors under the Indenture will terminate and will be released upon payment in full of all of the Notes. The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to the Notes and have the Issuers’ and each Note Guarantor’s obligation discharged with respect to its Note Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for:

(1) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to the Indenture;

(2) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuers may, at their option and at any time, elect to have their obligations and those of each Note Guarantor released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuers) described under “Events of default and remedies” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

139

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which, an Issuer or any Note Guarantor is a party or by which an Issuer or any Note Guarantor is bound;

(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over, defeating, hindering, delaying or defrauding, any creditors of the Issuers or any Note Guarantor or others; and

(7) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2)   (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers and an Issuer or any Note Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, or in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to the Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which an Issuer or any Note Guarantor is a party or by which an Issuer or any Note Guarantor is bound;

(c) the Issuers have paid or caused to be paid all sums payable by them under the Indenture; and

(d) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, supplement and waiver

Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), other than Notes beneficially owned by an Issuer or its Affiliates.

140

The Indenture provides that, without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants described above under the caption “Repurchase at the option of holders”);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Note Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or

(10) except as expressly permitted by the Indenture, modify the Subsidiary Guarantees of any Significant Subsidiary of Trans Union LLC in any manner adverse to the Holders of the Notes.

Notwithstanding the foregoing, the Issuers, any Note Guarantor (with respect to a Note Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture and any Note Guarantee or Notes without the consent of any Holder;

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide the assumption of the Issuers’ or any Note Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Note Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain any qualification of the Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to add a Note Guarantor under the Indenture, or to modify the Indenture in connection with the addition of a Note Guarantee;

(10) to conform the text of the Indenture, Note Guarantees or the Notes to any provision of this “Description of the notes” to the extent that such provision in this “Description of the notes” was intended to be a verbatim recitation of a provision of the Indenture, Note Guarantee or Notes; or

141

(11) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the trustee

The Indenture contains certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuers, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue, if so required at such time, or resign.

The Indenture provides that the Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing law

The Indenture, the Notes and any Note Guarantee will be governed by and construed in accordance with the laws of the State of New York.

Certain definitions

Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the transactions contemplated by the Transaction Agreement.

142

“Adjusted Total Assets” means the total assets of the Issuers and the Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuers or any direct or indirect Parent, including Parent, or such other Person as may be expressly stated; provided, that with respect to the balance sheet of the Issuers or Parent, the total assets shall be calculated as if purchase accounting had been applied with respect to the Change in Control Transaction with resulting adjustments to goodwill and other intangible assets.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“AHYDO Catch Up Payment” means payment in respect of Indebtedness necessary in order to avoid such Indebtedness being characterized as “applicable high yield discount obligations” within the meaning of the Code.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at June 15 , 2014 (each such redemption price being set forth in the table appearing above under the caption “Optional redemption”), plus (ii) all required interest payments due on such Note through June 15, 2014 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuers or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than Disqualified Stock or Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”);

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property or equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Issuers in a manner permitted pursuant to the provisions described above under “Certain covenants—Merger, consolidation or sale of all or substantially all assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under “Certain covenants—limitation on restricted payments” and, to the extent constituting an Asset Sale, the granting of a Lien that is permitted to be granted, and is granted, under the covenant described above under “Certain covenants—Liens”;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $10.0 million;

143

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuers or by the Issuers or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(h) foreclosures on assets;

(i) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(j) any financing transaction with respect to (i) the property located at 555 West Adams Street in Chicago, Illinois (currently identified by the Assessor’s office of Cook County, Illinois with Permanent Index Number 17-16-112-006) or (ii) property built or acquired by the Issuers or any Restricted Subsidiary after the Issue Date, in each case including Sale and Lease-Back Transactions and asset securitizations permitted by the Indenture;

(k) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(l) disposition of an account receivable in connection with the collection or compromise thereof;

(m) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of Trans Union LLC, is not material to the conduct of the business of Trans Union LLC and its Restricted Subsidiaries taken as a whole;

(n) voluntary terminations of Hedging Obligations;

(o) any liquidation or dissolution of a Restricted Subsidiary; provided, that such Restricted Subsidiary’s direct parent is Trans Union LLC or a Restricted Subsidiary and immediately becomes the owner of such Restricted Subsidiary’s assets; and

(p) dispositions of non-core assets acquired in connection with acquisitions or Investments permitted under the Indenture; provided, that the aggregate amount of such sales shall not exceed 25% of the fair market value of the acquired entity or business.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

144

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

“Cash Equivalents” means:

(1) United States dollars;

(2) (a) euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided, that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

145

“Cash Pooling Arrangements” means a deposit account arrangement among a single depository institution and one or more Foreign Subsidiaries of Trans Union LLC involving the pooling of cash deposits in and overdrafts in respect of one or more deposit accounts (each located outside of the United States and any States and territories thereof) with such institution by such Foreign Subsidiaries for cash management purposes.

“Change in Control Transaction” means the transactions contemplated by the Transaction Agreement, the issuance of the Notes and borrowings under the Senior Credit Facilities as in effect on the Issue Date.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer or other disposition, in one or a series of related transactions, of all or substantially all of the assets of Trans Union LLC and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder;

(2) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of Trans Union LLC or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of Trans Union LLC;

(3) following an Initial Public Offering, the first day on which a majority of the members of the Board of Directors of Parent or Trans Union LLC are not Continuing Directors; or

(4) the adoption by the equityholders of Trans Union LLC of a plan or proposal for the liquidation or dissolution of Trans Union LLC.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries and Capitalized Software Expenditures for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding (i) any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP and (ii) any non-cash imputed interest expense associated with non-interest bearing Indebtedness issued at par to the extent not included in EBITDA), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expenses associated with bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

146

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income attributable to such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including, in each case, related to the Change in Control Transaction), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by Trans Union LLC, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, that Consolidated Net Income of Trans Union LLC shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “Certain covenants—Limitation on restricted payments,” the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided, that Consolidated Net Income of Trans Union LLC will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuers or a Restricted Subsidiary in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to Trans Union LLC and the Restricted Subsidiaries) in the property and equipment, software and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Change in Control Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

147

(10) (a) any non-cash compensation expense recorded from grants or periodic remeasurements of stock appreciation or similar rights, stock options, restricted stock rights or other equity incentive programs and (b) any costs or expenses incurred pursuant to any management equity plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent, in the case of clause (b), that such costs or expenses are funded with cash proceeds contributed to the common equity capital of Trans Union LLC or a Restricted Subsidiary of Trans Union LLC, will be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Change in Control Transaction in accordance with GAAP shall be excluded.

Notwithstanding the foregoing, for the purpose of the covenant described under “Certain covenants—Limitation on restricted payments” only (other than clause (3)(d) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuers and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuers and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuers or any of the Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof.

“Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) (x) Consolidated Total Indebtedness of the Issuers and the Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur minus (y) the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, that is held by the Issuers and the Restricted Subsidiaries as of such date free and clear of all Liens, other than Permitted Liens, provided that this clause (y) shall be limited to, $50,000,000 to (2) Trans Union LLC’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

“Consolidated Total Debt Ratio” as of any date of determination means, the ratio of (1) (x) Consolidated Total Indebtedness of the Issuers and the Restricted Subsidiaries as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur minus (y) the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, that is held by the Issuers and the Restricted Subsidiaries as of such date free and clear of all Liens, other than Permitted Liens, provided, that this clause (y) shall be limited to $50,000,000, to (2) Trans Union LLC’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuers and the Restricted Subsidiaries on a consolidated

148

basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments, (2) the aggregate amount of all outstanding Disqualified Stock of Trans Union LLC and all Preferred Stock of the Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP and (3) all obligations relating to Receivables Facilities. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by Trans Union LLC.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Continuing Directors” means, as of any date of determination following an Initial Public Offering, any member of the Board of Directors of the Parent or Trans Union LLC, as applicable, who: (1) was a member of such Board of Directors on the date of the closing of such Initial Public Offering; or (2) was nominated for election or elected to such Board of Directors (x) with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election or (y) by the vote of Permitted Holders representing 50% or more of the total voting power of the Voting Stock of Trans Union LLC or any of its direct or indirect parent companies, including Parent.

“Continuing Shareholders” means (i) all lineal descendants of Nicholas J. Pritzker, deceased, and all spouses and adopted children of such descendants; (ii) all trusts for the benefit of any person described in clause (i) and trustees of such trusts; (iii) all legal representatives of any person or trust described in clauses (i) or (ii); and (iv) various entities owned and/or controlled directly and/or indirectly, by the individuals and trusts described in clauses (i), (ii) or (iii) (but excluding, however, any portfolio companies controlled by the Continuing Stockholders).

“Credit Facilities” means, with respect to the Issuers or any of the Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit, debt securities or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided, that such increase in borrowings is

149

permitted under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuers or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Trans Union LLC, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of Trans Union LLC or any direct or indirect parent thereof, including Parent (in each case other than Disqualified Stock), that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by Trans Union LLC or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of Trans Union LLC or the applicable direct or indirect parent thereof, including Parent, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the “Certain covenants Limitation on restricted payments” covenant.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of Trans Union LLC, or its Subsidiaries or any direct or indirect parent thereof or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Trans Union LLC, its Subsidiaries or any direct or indirect parent thereof in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income (including an amount equal to the tax distributions actually made to the holders of Equity Interests of such Person or any direct or indirect parent of such Person in respect of such period in accordance with clause (13)(a) and (b) of the second paragraph of the covenant described under the caption “Certain covenants—Limitation on restricted payments,” as though such amounts had been paid as income taxes directly by such Person); plus

(b) Fixed Charges of such Person for such period (including (x) net losses of Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

150

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes, including expenses associated with establishing processes for complying with the covenant described under “Certain covenants—Reports and other information,” and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve and costs related to the reduction, retirement or consolidation of people, processes, technologies and facilities deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date, provided, that the aggregate amount of all cash items added pursuant to this clause (e) for all periods (other than cash restructuring charges related to Permitted Investments) shall not exceed $100.0 million in the aggregate; plus

(f) any other non-cash charges, including any write-offs or write-downs, reducing Consolidated Net Income for such period (provided, that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) any (a) salary, benefit and other direct savings resulting from workforce reductions or reduction, retirement or consolidation of people, processes, technologies and facilities, in each case by such Person implemented during or reasonably expected to be implemented within the 12 months following such period and (b) costs and expenses incurred after the date of the indenture related to employment of terminated employees incurred by such Person during such period, in each case, to the extent that such costs and expenses were deducted in computing such Consolidated Net Income; plus

(h) the amount of any non-controlling interest consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(i) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under “Certain covenants—Transactions with affiliates”; plus

(j) signing bonuses, stock option and other equity-based compensation expenses, management fees and expenses, including, without limitation, any one-time expense relating to enhanced accounting function or other transaction costs, including those associated with becoming a standalone entity or a public company; plus

(k) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(l) any costs or expense incurred by the Issuers or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Trans Union LLC or net cash proceeds of an issuance of Equity Interest of Trans Union LLC (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain covenants—Limitation on restricted payments”; plus

151

(m) a Person’s proportion of Net Income for such period of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting to the extent that the same was not included or otherwise deducted (and not added back) in such period in computing Consolidated Net Income; plus

(n) any expenses, charges or other costs of the same nature or type as the expenses, charges or other costs that were added to “EBITDA” to calculate “Further Adjusted EBITDA” for the twelve months ended March 31, 2010 as set forth in note 1 to the “Summary historical and unaudited pro forma consolidated and other financial data” section of this prospectus,

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Accounting Standards Codification 815, Derivatives and Hedging; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of Trans Union LLC or any of its direct or indirect parent companies, including Parent (excluding Disqualified Stock), other than:

(1) public offerings with respect to Trans Union LLC’s or any direct or indirect parent (including Parent’s) common stock registered on Form S-8;

(2) issuances to any Subsidiary of Trans Union LLC; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by Trans Union LLC from

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of Trans Union LLC or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Trans Union LLC) of Equity Interests (other than Disqualified Stock and Designated Preferred Stock) of Trans Union LLC,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of Trans Union LLC on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain covenants—Limitation on restricted payments.”

152

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that an Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by Trans Union LLC or any of the Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into Trans Union LLC or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Trans Union LLC and shall be made in accordance with Article 11 of Regulation S-X, except that such pro forma calculations may also include operating expense reductions for such period resulting from any Asset Sale or other disposition or acquisition, investment, merger, consolidation or discontinued operation (as determined in accordance with GAAP) for which pro forma effect is being given that (A) have been realized or (B) for which steps have been taken or are reasonably expected to be realizable within twelve months of the date of such transaction and are factually supportable and quantifiable and are set forth on an Officer’s Certificate delivered to the Trustee; provided, that the aggregate amount of operating expense reductions that can be included in each pro forma calculation with respect to a transaction shall not exceed 10% of Trans Union LLC’s EBITDA (determined after giving pro forma effect to each Asset Sale or other disposition, acquisition, investment, merger, consolidation or discontinued operation) for such period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Trans Union LLC to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Trans Union LLC may designate.

153

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period (other than distributions paid in Equity Interests (other than Disqualified Stock)); and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period (other than distributions paid in Equity Interests (other than Disqualified Stock)).

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date; except with respect to any reports or financial information required to be delivered pursuant to the covenant described above under the caption “—Certain covenants—Reports and other information,” which shall be prepared in accordance with GAAP as in effect on the date thereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement designed to manage, hedge or protect such Person with respect to fluctuations in interest rates, commodity prices or currency exchange rates.

“Holder” means the Person in whose name a Note is registered on the registrar’s books.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

154

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of Trans Union LLC, qualified to perform the task for which it has been engaged.

“Initial Public Offering” means any underwritten initial public offering of common stock of Trans Union LLC or any of its direct or indirect parent companies, including Parent, other than:

(1) public offerings with respect to Trans Union LLC’s or any direct or indirect parent (including Parent’s) common stock registered on Form S-8; and

(2) any such initial public offering that constitutes an Excluded Contribution.

“Initial Purchasers” means J.P. Morgan Securities Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among Trans Union LLC and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

155

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel, relocation and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of Parent or Trans Union LLC in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain covenants—Limitation on restricted payments”:

(1) “Investments” shall include the portion (proportionate to Trans Union LLC’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of Trans Union LLC at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Trans Union LLC shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) Trans Union LLC’s “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to Trans Union LLC’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by Trans Union LLC.

“Investors” means Madison Dearborn Partners, LLC and its Affiliates (but excluding, however, any of its portfolio companies).

“Issue Date” means June 15, 2010.

“Legal Holiday” means a Saturday, a Sunday or a day on which the Trustee or commercial banking institutions in the State of New York are not required to be open.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock (other than Disqualified Stock) dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Issuers or any of the Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of the second paragraph of “Repurchase at the option of holders—Asset sales”) to be paid as a result of such transaction and any deduction of appropriate

156

amounts to be provided by the Issuers or any of the Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuers or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; provided, that up to $75.0 million of the aggregate Net Proceeds from dispositions of property or assets by Foreign Subsidiaries of Trans Union LLC shall not be deemed to constitute “Net Proceeds” for purposes of this definition.

“Note Guarantee” means the guarantee by any Note Guarantor of the Issuers’ Obligations under the Indenture.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of Trans Union LLC.

“Officer’s Certificate” means a certificate signed on behalf of Trans Union LLC by an Officer of Trans Union LLC, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of Trans Union LLC, that meets the requirements set forth in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to Trans Union LLC or the Trustee.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuers or any of the Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with the “Repurchase at the option of holders—Asset sales” covenant.

“Permitted Holders” means each of the Investors, the Continuing Shareholders and members of management of Trans Union LLC (or its direct or indirect parents, including Parent) who are holders of Equity Interests of Trans Union LLC (or any of its direct or indirect parent companies, including Parent) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors, Continuing Shareholders and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of Trans Union LLC or any of its direct or indirect parent companies, including Parent.

“Permitted Investments” means:

(1) any Investment in the Issuers or any of the Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Issuers or any of the Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuers or a Restricted Subsidiary,

157

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of “Repurchase at the option of holders—Asset sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date or any extension, modification, replacement or renewal of any Investment existing on the Issue Date; provided, that the amount of such Investment may only be increased as required by the terms of such Investment as in existence on the Issue Date;

(6) any Investment acquired by the Issuers or any of the Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Issuers or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by the Issuers or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of the covenant described in “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”;

(8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of Trans Union LLC or any of its direct or indirect parent companies, including Parent; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “Certain covenants—Limitations on restricted payments”;

(9) guarantees of Indebtedness permitted under the covenant described in “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”;

(10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain covenants—Transactions with affiliates” (except transactions described in clauses (2), (5) and (9) of such paragraph);

(11) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(12) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $150.0 million and (y) 5.0% of Adjusted Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (12); provided, further, that any cash, Cash Equivalents or Investment Grade Securities received by Trans Union LLC or the Restricted Subsidiaries in connection with such Investment shall be deemed permitted under clause (2) above and shall not be included as having been made by this clause (12);

(13) Investments relating to a Receivables Subsidiary that, in the good faith determination of Trans Union LLC, are necessary or advisable to effect any Receivables Facility;

(14) advances to, or guarantees of Indebtedness of, employees not in excess of $2.5 million outstanding at any one time, in the aggregate;

(15) loans and advances to officers, directors and employees of Trans Union LLC, its Restricted Subsidiaries or any direct or indirect parent, including Parent, for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of Trans Union LLC or any direct or indirect parent thereof, including Parent;

158

(16) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business; and

(17) additional Investments in joint ventures of the Issuers or a Restricted Subsidiary that are existing on the Issue Date in an amount not to exceed $150.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (17); provided, further, that any cash, Cash Equivalents or Investment Grade Securities received by Trans Union LLC or the Restricted Subsidiaries in connection with such Investment shall be deemed permitted under clause (2) above and shall not be included as having been made by this clause (17).

For purposes of this definition, in the event that a proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clauses (1) through (17) above, or is otherwise entitled to be incurred or made pursuant to paragraphs (a) or (b) of the covenant contained under “—Certain covenants—Limitation on restricted payments” above, Trans Union LLC will be entitled to classify such Investment (or portion thereof) on the date of its payment in one or more of such categories set forth above or such paragraphs (a) and (b) of the covenant contained under “—Certain covenants—Limitation on restricted payments.”

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (12)(b) or (18) of the second paragraph under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; provided, that Liens securing Indebtedness permitted to be incurred pursuant to (x) clause (4) extend only to the property or equipment being purchased, leased or improved and (y) clause (18) extend only to the assets of Foreign Subsidiaries;

159

(7) Liens existing on the Issue Date (other than Liens in favor of the lenders under the Senior Credit Facilities);

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuers or any of the Restricted Subsidiaries;

(9) Liens on property at the time the Issuers or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuers or any of the Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuers or any of the Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuers or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”;

(11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuers or any of the Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuers and the Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuers or any Note Guarantor;

(16) Liens on equipment of the Issuers or any of the Restricted Subsidiaries granted in the ordinary course of business to Trans Union LLC’s clients;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations (including Indebtedness) incurred in the ordinary course of business which obligations do not exceed $15.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of default and remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

160

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; provided, that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuers or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuers and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuers or any of the Restricted Subsidiaries in the ordinary course of business;

(27) Liens solely on any cash earnest money deposits made by Trans Union LLC or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;

(28) Liens with respect to the assets of a Restricted Subsidiary that is not a Subsidiary Guarantor securing Indebtedness of such Restricted Subsidiary incurred in accordance with the covenant contained under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”;

(29) Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods;

(30) Liens granted to a public or private utility or any governmental authority as required in the ordinary course of business;

(31) Liens provided to landlords and lessors in respect of rental payments not in default for more than sixty days or the existence of which, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect;

(32) Liens on the Capital Stock of Unrestricted Subsidiaries;

(33) pledges or deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof (whether accrued or not), rights or claims against an insurer or other similar asset securing insurance premium financings permitted under clause (19)(i) of the second paragraph under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”;

(34) Liens on cash deposits of Foreign Subsidiaries subject to a Cash Pooling Arrangement or otherwise over bank accounts of Foreign Subsidiaries maintained as part of the Cash Pooling Arrangement, in each case securing liabilities for overdrafts of Foreign Subsidiaries participating in such Cash Pooling Arrangements;

(35) any encumbrance or retention (including put and call agreements and rights of first refusal) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement;

(36) Liens to secure Indebtedness incurred pursuant to clause (21) of the second paragraph under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; and

161

(37) Liens on property subject to Sale and Lease-Back Transactions permitted hereunder (other than related Indebtedness incurred pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”) and general intangibles related thereto.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided, that the fair market value of any such assets or Capital Stock shall be determined by Trans Union LLC in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by Trans Union LLC which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuers or any of the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuers or any of the Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Related Business Assets” means assets (other than cash or Cash Equivalents) or services used or useful in a Similar Business, provided, that any assets received by the Issuers or a Restricted Subsidiary in exchange for assets transferred by the Issuers or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to an Issuer; provided, that cash or Cash Equivalents maintained by any Foreign Subsidiary that is subject to minority shareholder approval before being distributed to an Issuer (a “Shareholder Restriction”) shall not be deemed “Restricted Cash” as a result of such Shareholder Restriction.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of Trans Union LLC (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

162

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuers or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuers or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuers or any of the Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among Trans Union LLC, the Note Guarantors, the lenders party thereto in their capacities as lenders thereunder and Deutsche Bank Trust Company Americas, as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided, that such increase in borrowings is permitted under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” above).

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuers or any Note Guarantor outstanding under the Senior Credit Facilities or Notes and related Note Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuers or any Note Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any Note Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided, that such Hedging Obligations are permitted to be incurred under the terms of the Indenture;

(3) any other Indebtedness of the Issuers or any Note Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to any Subordinated Indebtedness; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Issuers or any of Trans Union LLC’s Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

163

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by Trans Union LLC and the Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Note Guarantor which is by its terms subordinated in right of payment to the Note Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantee” means the guarantee by any Subsidiary Guarantor of the Issuers’ Obligations under the Indenture.

“Subsidiary Guarantor” means each Restricted Subsidiary that guarantees the Notes in accordance with the terms of the Indenture.

“Trans Union LLC” has the meaning set forth in the first paragraph under “General”; provided, that when used in the context of determining the fair market value of an asset or liability under the Indenture, “Trans Union LLC” shall be deemed to mean the Board of Directors of Trans Union LLC when the fair market value is equal to or in excess of $40.0 million (unless otherwise expressly stated).

“Transaction Agreement” means the Stock Purchase Agreement, dated as of April 28, 2010, by and among TransUnion Corp., certain stockholders of TransUnion Corp. and MDCPVI TU Holdings, LLC, as the same may be amended prior to the Issue Date, including, without limitation, the Merger, the roll-over of equity and the RFC loan described in “Summary—The Change in Control Transaction.”

164

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to June 15, 2014; provided, however, that if the period from the Redemption Date to June 15, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-77bbbb).

“Unrestricted Subsidiary” means:

(1) any Subsidiary of Trans Union LLC which at the time of determination is an Unrestricted Subsidiary (as designated by Trans Union LLC, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

Trans Union LLC may designate any Subsidiary of Trans Union LLC (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Trans Union LLC or any Subsidiary of Trans Union LLC (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by Trans Union LLC;

(2) such designation complies with the covenants described under “Certain covenants—Limitation on restricted payments”; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuers or any Restricted Subsidiary.

Trans Union LLC may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuers could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; or

(2) the Fixed Charge Coverage Ratio for the Issuers and the Restricted Subsidiaries would be greater than such ratio for the Issuers and the Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

Any such designation by Trans Union LLC shall be notified by Trans Union LLC to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of Trans Union LLC or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

165

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

166

Book-entry settlement and clearance

The global notes

The exchange notes will be issued in the form of registered notes in global form, without interest coupons (the “global notes”), as follows:

Upon issuance, each of the global notes will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

• upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the initial purchasers; and

• ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Book-entry procedures for the global notes

All interests in the global notes will be subject to the operations and procedures of DTC, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

• a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

167

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a global note:

• will not be entitled to have notes represented by the global note registered in their names;

• will not receive or be entitled to receive physical, certificated notes; and

• will not be considered the owners or holders of the notes under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the Indenture.

As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the Indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the Trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

168

Certificated notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;

• we, at our option and subject to DTC’s procedures, notify the Trustee that we elect to cause the issuance of certificated notes; or

• certain other events provided in the indenture should occur.

169

Material United States federal income tax considerations

The following discussion describes material U.S. federal income tax consequences relevant to the exchange of the outstanding notes for the exchange notes (collectively, the “notes”) pursuant to the exchange offer and the ownership and disposition of the notes. This discussion is not a complete analysis of all potential U.S. federal income tax consequences and does not address any tax consequences arising under any state, local or foreign tax laws or any other U.S. federal tax laws, including estate or gift tax laws. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (“IRS”), all as in effect on the date of this prospectus. These authorities are subject to change, possibly retroactively, resulting in tax consequences different from those discussed below. No rulings have or will be sought from the IRS with respect to the matters discussed below, and we cannot assure you that the IRS will not take a different position concerning the tax consequences of the exchange of the outstanding notes for the notes, or the ownership or disposition of the notes, or that any such position would not be sustained by a court.

This discussion is limited to holders who hold the notes as “capital assets” within the meaning of Code Section 1221 (generally, property held for investment). This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules under the U.S. federal income tax laws, such as banks, financial institutions, U.S. expatriates, insurance companies, regulated investment companies, real estate investment trusts, “controlled foreign corporations,” “passive foreign investment companies,” dealers in securities or currencies, traders in securities, partnerships or other pass-through entities (or investors in such entities), U.S. holders (as defined below) whose functional currency is not the U.S. dollar, persons subject to the alternative minimum tax, tax-exempt organizations and persons holding the notes as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction.

As used herein, “U.S. holder” means a beneficial owner of the notes who is treated for U.S. federal income tax purposes as:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust (1) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) that has validly elected to be treated as a U.S. person for U.S. federal income tax purposes.

A “non-U.S. holder” is a beneficial owner of the notes who is not a U.S. holder or a partnership for U.S. federal income tax purposes.

If a partnership or other entity treated as a partnership for U.S. federal income tax purposes holds the notes, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. Partnerships and their partners should consult their tax advisors as to the tax consequences to them of the ownership and disposition of the notes.

Holders of the notes should consult their own tax advisors with regard to the application of the tax consequences discussed below to their particular situations as well as the application of any state, local, foreign or other tax laws, including gift and estate tax laws and any tax treaties.

Exchange pursuant to the exchange offer

The exchange of the outstanding notes for the notes in the exchange offer will not be treated as an “exchange” for U.S. federal income tax purposes because the outstanding notes will not be considered to differ materially in kind

170

or extent from the notes. Accordingly, the exchange of the outstanding notes for the notes will not be a taxable event to holders for U.S. federal income tax purposes. Moreover, the notes will have the same tax attributes and tax consequences as the outstanding notes exchanged therefor, including without limitation, the same adjusted tax basis and holding period.

Effect of certain contingencies

In certain circumstances (see “Description of the notes—Optional redemption” and “Description of the notes—Redemption at the option of holders—Change of control”), we may be obligated to pay amounts in excess of stated interest or principal on the notes. We intend to take the position that the notes should not be treated as contingent payment debt instruments because of the possibility of such payments. This position is based in part on assumptions regarding the likelihood, as of the date of issuance of the notes, that such additional payments will not have to be paid. Assuming such position is respected, a holder generally would not be required to include any income in respect of the foregoing contingencies unless and until any of such contingencies occurred. Our position is binding on a holder unless the holder explicitly discloses on its U.S. federal income tax return that it is taking a contrary position. Our position is not, however, binding on the IRS, and if the IRS were to challenge this determination, a holder might be required to accrue income on its notes in excess of stated interest, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a Note before the resolution of the contingencies. The following portions of this discussion assume that the notes will not be treated as contingent payment debt instruments. Holders are urged to consult their own tax advisors regarding the potential application to the notes of the contingent payment debt instrument rules and the consequences thereof.

U.S. holders

Stated interest

Absent an election to use the constant yield method for all interest as discussed below under “—Election of constant yield method for all interest,” payments of stated interest on the notes generally will be taxable to a U.S. holder as ordinary income at the time such payments are received or accrued, in accordance with such holder’s method of accounting for U.S. federal income tax purposes.

Market discount

If a U.S. holder acquires a Note at a cost that is less than its stated principal amount, the amount of the difference is treated as “market discount” for U.S. federal income tax purposes, unless the difference is less than .0025 multiplied by the Note’s stated principal amount multiplied by the number of complete years to maturity of the Note from the date of acquisition (in which case, the difference is “de minimis market discount”). If a U.S. holder acquires a Note at a market discount, the holder will be required to treat any gain on the disposition of the Note as ordinary income to the extent of accrued market discount not previously included in income with respect to the Note. If a U.S. holder disposes of a Note with market discount in certain otherwise nontaxable transactions, the U.S. holder must include accrued market discount in income as ordinary income as if the holder had sold the Note at its then fair market value.

In general, for purposes of the foregoing, market discount will be treated as accruing ratably over the remaining term of the Note or, at the holder’s election, on a constant yield to maturity basis. The constant yield method takes into account the compounding of interest, and under this method, the accrual of market discount will result in a U.S. holder being taxable at approximately a constant percentage of such holder’s unrecovered investment in the Note. If a constant yield election is made, it will apply only to the Note for which it is made and may not be revoked.

A U.S. holder may elect to include market discount in income currently as it accrues. Once made, this election will apply to all market discount obligations acquired by the U.S. holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the IRS. A U.S. holder’s tax basis in a Note will be increased by the amount of market discount included in the holder’s income under the election. If a holder does not elect to include accrued market discount in income over the remaining

171

term of the Note, the holder may be required to defer the deduction of a portion of the interest on any indebtedness incurred or maintained to purchase or carry the Note until maturity or until a taxable disposition of the Note.

Amortizable bond premium

A U.S. holder generally will be considered to have acquired a Note with amortizable bond premium if the holder acquires the Note for an amount greater than the stated principal amount. The amount of amortizable premium generally will equal the excess the amount paid for the Note over the Note’s stated principal amount, or if it results in a smaller amount of amortizable premium in the period prior to a call date described under “Description of the notes—Optional redemption,” the amount payable on the earlier call date. A U.S. holder who purchases a Note with amortizable bond premium may elect to amortize the bond premium as an offset to stated interest income under a constant yield method from the acquisition date to the Note’s maturity date or, if it results in a smaller amount of amortizable premium, to the earlier call date. Once made, this election applies to all debt obligations held or subsequently acquired by the holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the IRS. A U.S. holder who elects to amortize bond premium must reduce its tax basis in the Note by the amount of bond premium used to offset stated interest income.

Election of constant yield method for all interest

A U.S. holder may elect to include in gross income all interest that accrues on a Note (including any stated interest, unstated interest, market discount and de minimis market discount, as adjusted by any amortizable bond premium) by using the constant yield method described above. The election must be made for the taxable year in which the U.S. holder acquires the Note, and may not be revoked without the consent of the IRS. If a note was acquired with market discount, this election will result in a deemed election to accrue market discount in income currently with respect to the Note and all other market discount obligations acquired by the holder on or after the first day of the taxable year to which the election first applies. Similarly, if a note was acquired with amortizable bond premium, this election will result in a deemed election to amortize bond premium with respect to the Note and all other debt obligations held or subsequently acquired by the holder on or after the first day of the taxable year to which the election first applies. U.S. holders should consult their tax advisors about this election.

The rules regarding market discount and amortizable bond premium are complex. Accordingly, prospective investors should consult their own tax advisors regarding the application of the rules described above.

Sale or other taxable disposition of the notes

A U.S. holder will recognize gain or loss on the sale, exchange (other than pursuant to a tax-free transaction), redemption, retirement or other taxable disposition of a Note equal to the difference between the amount realized upon the disposition (less a portion allocable to any accrued and unpaid stated interest, which will be taxable as interest to the extent not previously so taxed) and the U.S. holder’s adjusted tax basis in the Note. A U.S. holder’s adjusted tax basis in a Note will, in general, be its cost for that Note, increased by any previously accrued market discount (if any) and reduced by the amortizable bond premium, if any, that has offset stated interest and the amount of any payments that are not payments of stated interest. Other than as described above under “—Market discount,” this gain or loss generally will be a capital gain or loss, and will be a long-term capital gain or loss if the U.S. holder has held the Note for more than one year. Long-term capital gains of non-corporate holders are subject to tax at a reduced rate. The deductibility of capital losses is subject to limitations.

New legislation

Newly enacted legislation requires certain U.S. holders who are individuals, estates or trusts to pay an additional 3.8% tax on, among other things, interest on and capital gains from the sale or other disposition of notes for taxable years beginning after December 31, 2012. U.S. holders are urged to consult their tax advisors regarding the effect, if any, of new U.S. federal income tax legislation on their ownership and disposition of the notes.

172

Information reporting and backup withholding

Information with respect to interest paid on the notes, and the proceeds received upon the sale or other disposition (including a redemption or retirement) of the notes, other than to certain exempt holders, will be required to be furnished to U.S. holders and to the IRS by a broker or other securities intermediary through which you hold your notes.

A U.S. holder may be subject to backup withholding (currently at a rate of 28%) on payments received on the notes or on the proceeds received upon the sale or other disposition of such notes. Certain holders generally are not subject to backup withholding. A U.S. holder generally will be subject to backup withholding if such holder is not otherwise exempt and:

• such holder fails to furnish its taxpayer identification number, which for an individual is ordinarily his or her social security number, to an intermediary;

• such holder furnishes an incorrect taxpayer identification number to an intermediary;

• such holder is notified by the IRS that such holder is subject to backup withholding because it has failed to report properly payments of interest or dividends; or

• such holder fails to certify, under penalties of perjury, that it has furnished its correct taxpayer identification number to an intermediary and that the IRS has not notified the U.S. holder that it is subject to backup withholding.

U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund if backup withholding results in an overpayment of U.S. federal income tax and they timely provide certain information to the IRS.

Non-U.S. holders

Interest

Subject to the discussion of “—U.S. trade or business” below, interest or amounts received upon a taxable disposition of the notes that represent accrued interest paid to a non-U.S. holder will not be subject to U.S. federal withholding tax, which is imposed at a rate of 30% (or, if applicable, a lower treaty rate), provided that:

• such holder does not actually or constructively, own 10% or more of the total combined voting power of all of the classes of the stock of the Parent;

• such holder is not a controlled foreign corporation that is related to the Parent through stock ownership; and

• either (1) the non-U.S. holder certifies in a statement provided to us or our paying agent, under penalties of perjury, that it is not a U.S. person and provides its name and address (which certification may be made on IRS Form W-8BEN, or applicable successor form), (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the notes on behalf of the non-U.S. holder certifies to us or our paying agent under penalties of perjury that it, or the financial institution between it and the non-U.S. holder, has received from the non-U.S. holder a statement, under penalties of perjury, that such holder is not a U.S. person and provides us or our paying agent with a copy of such statement or (3) the non-U.S. holder holds its notes through a “qualified intermediary” and certain conditions are satisfied.

Even if the above conditions are not met, a non-U.S. holder may be entitled to a reduction in or an exemption from withholding tax on interest under a tax treaty between the United States and the non-U.S. holder’s country of residence. To claim such a reduction or exemption, a non-U.S. holder generally must complete IRS Form

173

W-8BEN and claim this reduction or exemption on the form. In some cases, a non-U.S. holder instead may be permitted to provide documentary evidence of its claim to the intermediary, or a qualified intermediary already may have some or all of the necessary evidence in its files.

The certification requirements described above may require a non-U.S. holder to provide its U.S. taxpayer identification number in order to claim the benefit of an income tax treaty or for other reasons. Special certification requirements apply to intermediaries. Non-U.S. holders should consult their tax advisors regarding the certification requirements discussed above.

Sale or other taxable disposition of the notes

Subject to the discussion of “U.S. trade or business” below, a non-U.S. holder generally will not be subject to U.S. federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other disposition of a Note. However, a non-U.S. holder may be subject to tax on such gain if such holder is an individual present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are met, in which case such holder may have to pay a U.S. federal income tax of 30% (or, if applicable, a lower treaty rate) on such gain (net of certain U.S. source losses).

U.S. trade or business

If interest or gain from a disposition of the notes is effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States, the non-U.S. holder generally will be subject to U.S. federal income tax on the interest or gain on a net income basis in the same manner as if it were a U.S. holder (unless an applicable income tax treaty provides otherwise). Effectively connected interest income will not be subject to the U.S. federal withholding tax of 30% described above (assuming the appropriate certification, generally a completed IRS Form W-8 ECI, is provided). A foreign corporation that is a holder of a Note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty. For this purpose, interest on a Note or gain recognized on the disposition of a Note will be included in earnings and profits if the interest or gain is effectively connected with the conduct by the foreign corporation of a trade or business in the United States.

Information reporting and backup withholding

Backup withholding will not apply to payments made by us or our paying agent to a non-U.S. holder of a Note if the holder meets the identification and certification requirements described in the third bullet above under “—Non-U.S. holders—Interest.” However, information reporting on IRS Form 1042-S may still apply with respect to interest payments. In addition, information regarding interest payments on the notes may be made available to the tax authorities in the country where the non-U.S. holder resides or is established, pursuant to an applicable income tax treaty.

Payments of the proceeds from a disposition (including a redemption or retirement) by a non-U.S. holder of a Note made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that information reporting (but generally not backup withholding) may apply to those payments if the broker is:

• a U.S. person or a foreign branch office of a U.S. person;

• a controlled foreign corporation for U.S. federal income tax purposes;

• a foreign person 50% or more of whose gross income is effectively connected with a U.S. trade or business for a specified three-year period; or

174

• a foreign partnership if at any time during its tax year, (1) one or more of its partners are U.S. persons who hold in the aggregate more than 50% of the income or capital interest in the partnership or (2) it is engaged in the conduct of a U.S. trade or business.

Payment of the proceeds from a disposition by a non-U.S. holder of a Note made to or through the U.S. office of a broker generally is subject to information reporting and backup withholding unless the beneficial owner certifies as to its non-U.S. status or otherwise establishes an exemption from information reporting and backup withholding.

Non-U.S. holders should consult their tax advisors regarding application of withholding and backup withholding in their particular circumstances and the availability of, and the procedure for qualifying for an exemption from, withholding, information reporting and backup withholding under current Treasury Regulations. In this regard, the current Treasury Regulations provide that a certification may not be relied on if the payor knows or has reason to know that the certification may be false.

Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund if backup withholding results in an overpayment of U.S. federal income tax and they timely provide certain information to the IRS.

You should consult your tax advisor regarding the U.S. federal income tax consequences to you of the exchange of the outstanding notes for the notes pursuant to the exchange offer and the ownership and disposition of the notes, as well as any tax consequences arising under any state, local or foreign tax laws, or any other U.S. federal tax laws.

175

Plan of distribution

Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of exchange notes received by it in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sales of the exchange notes by participating broker-dealers. Exchange notes received by participating broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such participating broker-dealer and/or the purchasers of any such exchange notes. Any participating broker-dealer that resells the exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the letter of transmittal.

Prior to the exchange offer, there has not been any public market for the outstanding notes. The outstanding notes have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for exchange notes by holders who are entitled to participate in this exchange offer. The holders of outstanding notes, other than any holder that is our affiliate within the meaning of Rule 405 under the Securities Act, who are not eligible to participate in the exchange offer are entitled to certain registration rights, and we may be required to file a shelf registration statement with respect to their outstanding notes. The exchange notes will constitute a new issue of securities with no established trading market. We do not intend to list the exchange notes on any national securities exchange or automated quotation system. Accordingly, no assurance can be given that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time.

176

Legal matters

Latham & Watkins, LLP, Chicago, Illinois, will pass on the validity of the securities offered hereby. Nelson Mullins Riley & Scarborough LLP will pass on certain matters under Georgia law. Arnold Gallagher Percell Roberts & Potter, P.C. will pass on certain matters under Oregon law.

Experts

The consolidated financial statements of TransUnion Corp. at December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Where you can find more information

We have filed with the SEC a registration statement on Form S-4 with respect to the securities being offered hereby. This prospectus does not contain all of the information contained in the registration statement, including the exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules, for further information about use and the securities being offered hereby. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. As described below, the registration statement, including exhibits and schedules is on file at the offices of the SEC and may be inspected without charge.

Prior to this offering, we were not subject to the information requirements of the Exchange Act. As a result of this offering, we have become subject to the informational requirements of the Exchange Act and, in accordance therewith, will file reports and other information with the SEC. You can inspect and copy these reports and other information at the Public Reference Room of the SEC, 100 F Street, N.E., Washington, D.C. 20549. You can obtain copies of these materials from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-202-551-8090 for further information on the operation of the public reference room. Our SEC filings will also be available to you on the SEC’s web site. The address of this site is http://www.sec.gov.

This prospectus summarizes documents that are not delivered herewith. Copies of such documents are available upon your request, without charge, by writing or telephoning us at:

TransUnion Corp.

555 West Adams Street

Chicago, Illinois 60661

(312) 985-2860

Attention: Investor Relations

The indenture provides that, whether or not we are subject to Section 13 or 15(d) of the Exchange Act, we will furnish to the trustee and holders of the notes and file with the SEC the annual reports and such information, documents and other reports as are specified in Sections 13 or 15(d) and applicable to a U.S. corporation subject to such Sections. Provision of this information is subject to certain qualifications. See “Description of the notes—Reports and other information.”

177

Index to consolidated financial statements

	Page
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Audited Consolidated Balance Sheets at December 31, 2010 and 2009		F-3
Audited Consolidated Statements of Income for the Years Ended December 31, 2010, 2009 and 2008		F-4
Audited Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008		F-5
Audited Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended December 31, 2010, 2009 and 2008		F-7
Notes to Audited Consolidated Financial Statements		F-8
Schedule II—Valuation and Qualifying Accounts		F-46

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

TransUnion Corp.

We have audited the accompanying consolidated balance sheets of TransUnion Corp. and Subsidiaries (the Company) as of December 31, 2010 and 2009, and the related consolidated statements of income, shareholders’ equity and comprehensive income and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule listed in the Index to consolidated financial statements. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1 of the Notes to Consolidated Financial Statements, effective January 1, 2009, the Company adopted Accounting Standards Codification 810, Consolidation.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of TransUnion Corp. and Subsidiaries at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

Chicago, Illinois

February 28, 2011

F-2

TRANSUNION CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

(in millions)

	December 31, 2010			December 31, 2009
Assets
Current assets:
Cash and cash equivalents	$	131.2		$	137.5
Short-term marketable securities		—			92.3
Trade accounts receivable, net of allowance of $1.7 and $2.5		132.6			117.4
Other current assets		50.0			35.2
Current assets of discontinued operations		0.6			25.7
Total current assets		314.4			408.1
Property, plant and equipment, net of accumulated depreciation and amortization of $429.0 and $397.8		186.1			180.9
Other marketable securities		19.3			43.8
Goodwill		223.7			213.5
Other intangibles, net		117.9			129.3
Other assets		92.8			34.4
Total assets	$	954.2		$	1,010.0
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	65.8		$	38.0
Secured line of credit		—			89.1
Current portion of long-term debt		15.1			50.6
Other current liabilities		103.4			84.5
Current liabilities of discontinued operations		2.0			12.8
Total current liabilities		186.3			275.0
Long-term debt		1,590.9			451.6
Other liabilities		39.0			34.0
Total liabilities		1,816.2			760.6
Stockholders’ equity:
Preferred stock, $0.01 par value; 20.0 shares authorized; no shares issued or outstanding		—			—
Common stock, $0.01 par value; 180.0 shares authorized, 29.8 and 128.7 shares issued at December 31, 2010 and December 31, 2009 respectively; 29.8 and 77.7 shares outstanding as of December 31, 2010 and December 31, 2009, respectively		0.3			1.3
Additional paid-in capital		893.5			862.6
Treasury stock at cost; 0 shares and 51.0 shares at December 31, 2010 and December 31, 2009, respectively		—			(1,325.5	)
Retained earnings		(1,780.6	)		700.6
Accumulated other comprehensive income		9.3			1.8
Total TransUnion Corp. stockholders’ equity		(877.5	)		240.8
Noncontrolling interests		15.5			8.6
Total stockholders’ equity		(862.0	)		249.4
Total liabilities and stockholders’ equity	$	954.2		$	1,010.0

See accompanying notes to consolidated financial statements.

F-3

TRANSUNION CORP. AND SUBSIDIARIES

Consolidated Statements of Income

(in millions)

	Twelve Months Ended December 31,
	2010			2009			2008
Revenue	$	956.5		$	924.8		$	1,015.9
Operating expenses
Cost of services (exclusive of depreciation and amortization below)		395.8			404.2			432.2
Selling, general and administrative		263.0			234.6			305.5
Depreciation and amortization		81.6			81.6			85.7
Total operating expenses		740.4			720.4			823.4
Operating income		216.1			204.4			192.5
Non-operating income and expense
Interest expense		(90.1	)		(4.0	)		(0.9	)
Interest income		1.0			4.0			21.5
Other income and expense, net		(44.0	)		1.3			(3.2	)
Total non-operating income and expense		(133.1	)		1.3			17.4
Income from continuing operations before income taxes		83.0			205.7			209.9
Provision for income taxes		(46.3	)		(73.4	)		(75.5	)
Income from continuing operations		36.7			132.3			134.4
Discontinued operations, net of tax		8.2			1.2			(15.9	)
Net income		44.9			133.5			118.5
Less: net income attributable to noncontrolling interests		(8.3	)		(8.1	)		(9.2	)
Net income attributable to TransUnion Corp.	$	36.6		$	125.4		$	109.3

See accompanying notes to consolidated financial statements.

F-4

TRANSUNION CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in millions)

	Twelve Months Ended December 31,
	2010			2009			2008
Cash flows from operating activities:
Net income	$	44.9		$	133.5		$	118.5
Less: income (loss) from discontinued operations, net of tax		8.2			1.2			(15.9	)
Income from continuing operations		36.7			132.3			134.4
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		81.6			81.6			85.7
Stock-based incentive compensation		28.7			13.4			16.4
Transaction fees		27.7			—			—
Debt financing fees		26.0			0.5			—
Deferred taxes		12.7			8.8			18.7
Provision for losses on trade accounts receivable		1.5			2.0			4.0
Impairments on investments		—			—			7.7
Gain on sale or exchange of property		(3.8	)		(0.2	)		(0.1	)
Other		(1.9	)		(2.1	)		(1.2	)
Changes in assets and liabilities:
Trade accounts receivable		(12.6	)		13.4			18.4
Other current and long-term assets		(2.1	)		14.1			(20.6	)
Trade accounts payable		9.0			(4.0	)		(7.6	)
Other current and long-term liabilities		1.1			(8.0	)		(25.4	)
Cash provided by operating activities of continuing operations		204.6			251.8			230.4
Cash used in operating activities of discontinued operations		(4.2	)		(7.5	)		(10.0	)
Cash provided by operating activities		200.4			244.3			220.4
Cash flows from investing activities:
Capital expenditures for property and equipment		(46.8	)		(56.3	)		(93.5	)
Investments in trading securities		(1.3	)		(0.2	)		—
Proceeds from sale of trading securities		1.3			0.7			—
Investments in available-for-sale securities		—			(8.4	)		(1,620.7	)
Proceeds from redemption of investments in available-for-sale securities		114.4			29.7			1,658.0
Investments in held-to-maturity securities		—			(274.2	)		(18.7	)
Proceeds from held-to-maturity securities		4.9			275.0			203.0
Proceeds from sale of assets of discontinued operations		10.6			—			42.0
Acquisitions and purchases of noncontrolling interests, net of cash acquired		(14.0	)		(101.3	)		(1.3	)
Other		1.3			0.3			0.6
Cash provided by (used in) investing activities		70.4			(134.7	)		169.4

F-5

TRANSUNION CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows—Continued

(in millions)

	Twelve Months Ended December 31,
	2010			2009			2008
Cash flows from financing activities:
Proceeds from secured line of credit		—			106.4			—
Repayments of secured line of credit		(89.1	)		(17.3	)		—
Repayments of revolving line of credit		(15.0	)		—			—
Repayments of other debt		(505.4	)		(0.5	)		(0.4	)
Proceeds from senior secured credit facility		950.0			—			—
Proceeds from issuance of senior notes		645.0			—			—
Proceeds from issuance of senior unsecured credit facility		—			500.0			—
Proceeds from issuance of related party note		16.7			—			—
Proceeds from revolving line of credit		15.0			—			—
Treasury stock purchases		(5.4	)		(907.2	)		(416.9	)
Distribution of merger consideration		(1,178.6	)		—			—
Debt financing fees		(85.5	)		(11.1	)		—
Transaction fees		(27.7	)		—			—
Distributions to noncontrolling interests		(8.6	)		(7.6	)		(7.8	)
Other		(1.9	)		—			0.8
Cash used in financing activities		(290.5	)		(337.3	)		(424.3	)
Effect of exchange rate changes on cash and cash equivalents		1.8			4.0			(7.6	)
Net change in cash and cash equivalents		(17.9	)		(223.7	)		(42.1	)
Cash and cash equivalents, beginning of period, including cash of discontinued operations of $11.6 in 2010, $16.8 in 2009 and $33.0 in 2008		149.1			372.8			414.9
Cash and cash equivalents, end of period, including cash of discontinued operations of $0 in 2010, $11.6 in 2009 and $16.8 in 2008	$	131.2		$	149.1		$	372.8
Noncash investing activities
Nonmonetary exchange of property and equipment	$	4.4		$	—		$	—
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest	$	80.9		$	2.8		$	1.9
Income taxes		33.5			52.0			71.8

See accompanying notes to consolidated financial statements.

F-6

TRANSUNION CORP. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

and Comprehensive Income

(in millions)

	Common Stock						Paid- In Capital			Treasury Stock			Retained Earnings			Accumulated Other Comp Income			Noncontrolling Interests			Total
	Shares			Amount
Balance, December 31, 2007		127.2		$	1.3		$	832.9		$	(1.4	)	$	465.9		$	7.9		$	6.9		$	1,313.5
Comprehensive income:
Net income														109.3						9.2			118.5
Other comprehensive income/(loss)																	(19.2	)		(1.2	)		(20.4	)
Total comprehensive income																							98.1
Shares issued under stock-based incentive compensation plans		0.6						16.3															16.3
Distributions to noncontrolling interests																				(7.8	)		(7.8	)
Treasury stock purchased		(16.1	)								(416.9	)											(416.9	)
Balance, December 31, 2008		111.7		$	1.3		$	849.2		$	(418.3	)	$	575.2		$	(11.3	)	$	7.1		$	1,003.2
Comprehensive income:
Net income														125.4						8.1			133.5
Other comprehensive income/(loss)																	13.1			1.0			14.1
Total comprehensive income																							147.6
Shares issued under stock-based incentive compensation plans		0.8						13.4															13.4
Distributions to noncontrolling interests																				(7.6	)		(7.6	)
Treasury stock purchased		(34.8	)								(907.2	)											(907.2	)
Balance, December 31, 2009		77.7		$	1.3		$	862.6		$	(1,325.5	)	$	700.6		$	1.8		$	8.6		$	249.4
Comprehensive income:
Net income														36.6						8.3			44.9
Other comprehensive income/(loss)																	7.5			0.8			8.3
Total comprehensive income																							53.2
Shares issued under stock-based incentive compensation plans		0.6						28.7															28.7
Tax benefits from stock-based incentive compensation plans								0.1															0.1
Acquisition of Chile subsidiary																				6.5			6.5
Purchase of noncontrolling interests								(0.4	)											(0.1	)		(0.5	)
Distributions to noncontrolling interests																				(8.6	)		(8.6	)
Stockholder contribution								2.5															2.5
Treasury stock purchased		(0.3	)								(5.4	)											(5.4	)
Retirement of treasury stock											1,330.9			(1,330.9	)								—
Effects of merger transaction		(48.2	)		(1.0	)								(1,186.9	)								(1,187.9	)
Balance, December 31, 2010		29.8		$	0.3		$	893.5		$	—		$	(1,780.6	)	$	9.3		$	15.5		$	(862.0	)

See accompanying notes to consolidated financial statements.

F-7

TRANSUNION CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended December 31, 2010, 2009 and 2008

1. Significant Accounting and Reporting Policies

Description of business

TransUnion develops, maintains and enhances a number of secured proprietary information databases to support our operations. These databases contain payment history, accounts receivable information, and other information such as bankruptcies, liens and judgments for consumers and businesses. We maintain reference databases of current consumer names, addresses and telephone numbers which are used for identity verification and fraud management solutions. We obtain this information from a variety of sources, including credit-granting institutions and public records. We build and maintain these databases using our proprietary information management systems, and make the data available to our customers through a variety of services. These services are offered to customers in a number of industries including financial services, insurance, collections and healthcare. We have operations in the United States, Africa, Canada and other international locations.

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). Our consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the periods presented.

Subsequent events

Events and transactions occurring through the date of issuance of the financial statements have been evaluated by management, and when appropriate, recognized or disclosed in the financial statements. See Note 26, “Subsequent Event,” for changes to our senior secured term loan and revolving line of credit subsequent to December 31, 2010.

Reclassifications

We have reclassified certain prior period amounts in our consolidated financial statements, including reclassifying the appropriate portion of stock-based compensation from selling, general and administrative to cost of sales and from corporate to each operating segment, and reclassifying our Puerto Rico operating results from the U.S. Information Services segment to the International segment, both to conform to the current period presentation.

Principles of consolidation

Our consolidated financial statements include the accounts of TransUnion Corp. and all majority-owned or controlled subsidiaries. Investments in unconsolidated entities in which we have at least a 20% ownership interest, or are able to exercise significant influence, are accounted for using the equity method. Nonmarketable investments in unconsolidated entities in which we have less than a 20% ownership interest, and are not able to exercise significant influence, are accounted for using the cost method and periodically reviewed for impairment. All significant intercompany transactions and balances have been eliminated.

Use of estimates

The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts.

F-8

Segments

We manage our business and report our financial results in three operating segments: U.S. Information Services (USIS); International; and Interactive. We also report expenses for Corporate, which provides support services to each operating segment. Details of our segment results are discussed in Note 21, “Operating Segments.”

Revenue recognition and deferred revenue

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the pricing is fixed or determinable and the collectability is reasonably assured. For multiple element arrangements, we separate deliverables into units of accounting and recognize revenue for each unit of accounting based on evidence of each unit’s relative selling price to the total arrangement consideration, assuming all other revenue recognition criteria have been met.

A significant portion of our revenue is derived from providing information services to our customers. This revenue is recognized when services are provided, assuming all criteria for revenue recognition are met. A smaller portion of our revenue relates to subscription-based contracts where a customer pays a predetermined fee for a predetermined, or unlimited, number of transactions or services during the subscription period. Revenue related to subscription-based contracts having a preset number of transactions is recognized as the services are provided, using an effective transaction rate as the actual transactions are completed. Any remaining revenue related to unfulfilled units is not recognized until the end of the related contract’s subscription period. Revenue related to subscription-based contracts having an unlimited volume is recognized straight line over the contract term. We also earn revenue for the development of decisioning or statistical models, which is recognized upon installation and acceptance of the model by the customer.

When we have a multiple element arrangement each deliverable is considered a separate unit of accounting to which we allocate revenue if the delivered item has stand-alone value to our customer. We allocate a portion of the contract value to each unit of accounting based on the relative selling price of each unit using the following hierarchy: 1) the price we sell the same unit for when we sell it separately; 2) the price another vendor would sell a generally interchangeable item; or 3) our best estimate of the stand-alone price. Multiple element arrangements are not a significant source of revenue.

Deferred revenue generally consists of amounts billed in excess of revenue recognized for the sale of data services, subscriptions and set up fees. Deferred revenue is included in other current liabilities.

Costs of services

Costs of services include data acquisition and royalty fees, personnel costs related to our databases and software applications, consumer and call center support costs, hardware and software maintenance costs, telecommunication expenses and occupancy costs associated with the facilities where these functions are performed. Cost of services included research and development costs of $6.9 million, $7.6 million and $8.4 million in 2010, 2009 and 2008, respectively.

Selling, general and administrative expenses

Selling, general and administrative expenses include personnel-related costs for sales, administrative and management employees, costs for professional and consulting services, advertising and occupancy and facilities expense of these functions. Advertising costs are expensed as incurred and totaled $31.4 million, $26.5 million and $20.3 million in 2010, 2009 and 2008, respectively.

Stock-based compensation

Compensation expense for all stock-based compensation awards is determined using the grant date fair value and includes an estimate for expected forfeitures. Expense is recognized on a straight-line basis over the requisite

F-9

service period of the award, which is generally equal to the vesting period. The details of our stock-based compensation program are discussed in Note 16, “Stock-Based Compensation.”

Income taxes

Deferred income tax assets and liabilities are determined based on the estimated future tax effects of temporary differences between the financial statement and tax basis of assets and liabilities, as measured by current enacted tax rates. The effect of a tax rate change on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the change. We periodically assess the recoverability of our deferred tax assets, and a valuation allowance is recorded against deferred tax assets if it is more likely than not that some portion of the deferred tax assets will not be realized. See Note 15, “Income Taxes” for additional information.

Foreign currency translation

The functional currency for each of our foreign subsidiaries is that subsidiary’s local currency. We translate the assets and liabilities of foreign subsidiaries at the year-end exchange rate, and translate revenues and expenses at the monthly average rates during the year. We record the resulting translation adjustment as a component of other comprehensive income in stockholders’ equity.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. For 2010, 2009 and 2008, there were exchange rate losses of $0.2 million, $0.5 million and $2.9 million, respectively.

Acquisitions

We acquire businesses that complement our existing services or provide new products or services that meet our strategic objectives. Effective January 1, 2009, we adopted new guidance issued by the Financial Accounting Standards Board (FASB) relating to accounting for acquisitions. Details of our significant acquisitions are included in Note 19 “Business Acquisitions.”

Cash and cash equivalents

We consider investments in highly liquid debt instruments with original maturities of three months or less to be cash equivalents.

Trade accounts receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is based on our historical write-off experience, analysis of the aging of outstanding receivables, customer payment patterns and the establishment of specific reserves for customers in adverse financial condition or for existing contractual disputes. Adjustments to the allowance are recorded as a bad debt expense in selling, general and administrative expenses. Trade receivables are written off against the allowance when they are determined to be no longer collectible. We reassess the adequacy of the allowance for doubtful accounts each reporting period.

Long-lived assets

Property, plant, equipment and intangibles

Property, plant and equipment is stated at cost and is depreciated primarily using the straight-line method over the estimated useful lives of the assets. Buildings and building improvements are generally depreciated over twenty years. Computer equipment and purchased software are depreciated over three to seven years. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the lease term. Other assets are depreciated over five to seven years. Intangibles, other than indefinite-lived intangibles, are amortized

F-10

using the straight-line method over their economic life, generally three to twenty years. Assets to be disposed of are separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value, less costs to sell, and are no longer depreciated. See Note 5 “Property, Plant and Equipment,” for additional information about these assets.

Internal use software

We monitor the activities of each of our internal use software and system development projects and analyze the associated costs, making an appropriate distinction between costs to be expensed and costs to be capitalized. Costs incurred during the preliminary project stage are expensed as incurred. Many of the costs incurred during the application development stage are capitalized, including costs of software design and configuration, development of interfaces, coding, testing and installation of the software. Once the software is ready for its intended use, it is amortized on a straight-line basis over its useful life, generally three to seven years.

Impairment of long-lived assets

We review long-lived assets that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the asset. No significant impairment charges were recorded during 2010, 2009 or 2008.

Marketable securities

We classify our investments in debt and equity securities in accordance with our intent and ability to hold the investments. Held-to-maturity securities are carried at amortized cost, which approximates fair value, and are classified as either short-term or long-term investments based on the contractual maturity date. Earnings from these securities are reported as a component of interest income. Available-for-sale securities are carried at fair market value, with the unrealized gains and losses, net of tax, included in other comprehensive income in stockholders’ equity. Trading securities are carried at fair market value, with unrealized gains and losses included in income. We follow the fair value guidance issued by the FASB to measure the fair value of our financial assets as further described below. Details of our marketable securities are included in Note 4, “Marketable Securities.”

We periodically review our marketable securities to determine if there is an other-than-temporary impairment on any security. If it is determined that an other-than-temporary decline in value exists, we write down the investment to its market value and record the related impairment loss in other income.

Fair value

Effective January 1, 2008, we adopted guidance issued by the FASB relating to measuring the fair value of assets and liabilities. The guidance establishes a single authoritative definition of fair value for assets and liabilities, sets out a framework for measuring fair value, and provides a hierarchal disclosure framework for assets and liabilities measured at fair value. The impact of the adoption was not material to our results of operations or financial position. Required disclosures about fair value are included in Note 17, “Fair Value.”

Goodwill and other indefinite-lived intangibles

Goodwill and other indefinite-lived intangible assets are allocated to various reporting units, which are an operating segment or one reporting level below an operating segment. We test goodwill and indefinite-lived intangible assets for impairment on an annual basis, in the fourth quarter, or on an interim basis if an indicator of impairment is present. For goodwill, we compare the fair value of each reporting unit to its carrying amount to

F-11

determine if there is potential goodwill impairment. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than the carrying value of its goodwill. For other indefinite-lived intangibles, we compare the fair value of the asset to its carrying value to determine if there is an impairment. If the fair value of the asset is less than its carrying value, an impairment loss is recorded. We use discounted cash flow techniques to determine the fair value of our reporting units and other indefinite-lived intangibles. See Note 6, “Goodwill,” and Note 7, “Purchased Intangible Assets,” for additional information about these assets.

Benefit plans

We maintain a 401(k) defined contribution profit sharing plan for eligible employees. We provide a partial matching contribution and a discretionary contribution based on a fixed percentage of a participant’s eligible compensation. Expense related to this plan was $10.5 million, $13.1 million and $12.6 million in 2010, 2009 and 2008, respectively. We also maintain a nonqualified deferred compensation plan for certain key employees. The deferred compensation plan contains both employee deferred compensation and company contributions. These investments are held in the TransUnion Rabbi Trust, and are included in other marketable securities and other assets on the balance sheet. The assets held in the Rabbi Trust are for the benefit of the participants in the deferred compensation plan, but are available to our general creditors in the case of our insolvency. The liability for amounts due to these participants is included in other current liabilities and other liabilities on the balance sheet.

Recently adopted accounting pronouncements

Effective January 1, 2009, we adopted authoritative guidance that changes the accounting and reporting for non-controlling interests as codified in ASC 810, Consolidation. Non-controlling interests, previously referred to as minority interests, are now reported as a component of equity separate from the parent’s equity, and purchases or sales of equity interests that do not result in a change in control are accounted for as equity transactions. Upon the loss of control, any retained non-controlling equity investment in the former subsidiary is measured at fair value, with any gain or loss recognized in net income. The adopted guidance relating to non-controlling interests applies prospectively, except for the requirements relating to the presentation and disclosure of non-controlling interests in the financial statements which have been applied retrospectively to all periods presented.

Effective January 1, 2009, we adopted authoritative guidance for business combinations codified in ASC 805, Business Combinations. The guidance retains the fundamental requirement that the acquisition method of accounting, previously referred to as the purchase method of accounting, be used for all business combinations. It also introduced a number of changes, including the way assets and liabilities are valued, recognized and measured as a result of business combinations. ASC 805 requires an acquisition date fair value measurement of assets acquired and liabilities assumed. It also requires capitalization of in-process research and development at fair value and requires acquisition-related costs to be expensed as incurred.

Effective January 1, 2010, we adopted authoritative guidance for variable interest entities codified in Accounting Standards Update (ASU) 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. ASU 2009-17 amends previous guidance and eliminates the exceptions to consolidating qualifying special-purpose entities and contains new guidance for determining the primary beneficiary of a variable interest entity. ASU 2009-17 also requires an ongoing assessment of whether an enterprise is the primary beneficiary and enhanced disclosures regarding an entity’s involvement in a variable interest entity. ASU 2009-17 became effective as of the beginning of the first annual reporting period that began after November 15, 2009. The adoption of ASU 2009-17 did not have a material impact on our financial statements.

Effective January 1, 2010, we early adopted authoritative guidance for revenue recognition codified in ASU 2009-13, Revenue Recognition: Multiple-Deliverable Revenue Arrangements. ASU 2009-13 modifies the revenue recognition guidance for arrangements that involve the delivery of multiple elements. Under the new guidance, arrangement consideration is allocated to all deliverables based on the relative selling price of each element. In cases where specific objective evidence of a deliverable’s selling price is not available, the new guidance requires consideration to be

F-12

allocated based on the deliverable’s estimated selling price. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. The adoption of ASU 2009-13 did not have a material impact on our financial statements.

Recent accounting pronouncement not yet adopted

There are no recent accounting pronouncements that have yet to be adopted that would have a material impact on our financial statements

2. Change in Control

On June 15, 2010, MDCPVI TU Holdings, LLC, an entity beneficially owned by affiliates of Madison Dearborn Partners, LLC, acquired 51.0% of the outstanding common stock of TransUnion Corp. from existing stockholders of the Company. The remaining common stock was retained by existing stockholders of the Company, including 48.15% by Pritzker family business interests and 0.85% by certain members of senior management who rolled over their equity into non-voting common stock of the Company. The Change in Control Transaction included a merger of TransUnion Merger Corp. (“MergerCo”) with and into TransUnion Corp., with TransUnion Corp. continuing as the surviving corporation. As part of the merger, outstanding common stock of TransUnion Corp., other than common stock held by MergerCo, converted into the right to receive cash in an aggregate amount of $1,175.2 million, or $24.37 per share. In connection with the merger, all issued and outstanding common stock of TransUnion Corp. and all treasury stock were cancelled pursuant to Delaware law. Stockholders of MergerCo were issued new TransUnion Corp. voting common stock or non-voting common stock in exchange for their common stock of MergerCo. The Change in Control Transaction was accounted for as a recapitalization of the Company in accordance with Accounting Standards Codification (ASC) 805 “Business Combinations,” with the necessary adjustments reflected in the equity section and the retention of the historical book values of assets and liabilities on the balance sheet as of June 15, 2010.

Included in the merger consideration is $12.6 million for expected payments due to the Pritzker family business interests related to their indemnification of tax expense under the terms of the Stock Purchase Agreement. During 2010, payments of $3.4 million were made to the Pritzker family business interests. The remaining accrual of $9.3 million is subject to future adjustments based on a final determination of tax expense, with any adjustment to be recorded as a change to retained earnings.

In connection with this transaction, the Company incurred $1,626.7 million of debt, consisting of a seven-year $950.0 million senior secured term loan, $15.0 million of a five-year $200.0 million senior secured revolving line of credit, $645.0 million of unsecured private placement notes, and a $16.7 million non-interest bearing loan from an entity owned by Pritzker family business interests. The proceeds of these financing transactions were used to fund a portion of the merger consideration described above and to repay $487.5 million of existing bank debt. See Note 13, “Debt,” for additional information regarding these transactions.

We refer to the above transactions collectively as the Change in Control Transaction.

The following table provides the sources and uses of funds used to complete these transactions:

(in millions)	Sources of Cash			Uses of Cash
Cash on hand	$	140.3	Merger consideration	$	1,187.9
Senior secured term loan		950.0	Repayment of existing debt and accrued interest		490.6
Senior secured revolving line of credit		15.0	Debt financing fees and expenses		85.5
Private placement notes		645.0	Deal transaction fees and expenses		28.0
Pritzker family business interests loan		16.7
Sale of other marketable securities		25.0
Total sources of cash	$	1,792.0	Total uses of cash	$	1,792.0

F-13

Debt financing fees have been allocated to the various loans and will be amortized to interest expense over the life of the corresponding loans. All transaction fees were expensed as incurred and included in other expense in accordance with ASC 805.

3. Other Current Assets

Other current assets at December 31, 2010 and December 31, 2009 consisted of the following:

(in millions)	2010		2009
Prepaid expenses	$	25.1	$	24.8
Deferred financing fees		10.4		—
Income taxes receivable		11.0		8.2
Deferred income tax assets		1.2		0.5
Other		2.3		1.7
Total other current assets	$	50.0	$	35.2

Deferred financing fees included in other current assets increased to $10.4 million at December 31, 2010 due to the payment of financing fees for the new debt obligations as discussed further in Note 13, “Debt.” The long-term portion of deferred financing fees is included in other assets as discussed in Note 8, “Other Assets,” below.

4. Marketable Securities

Marketable securities at December 31, 2010 and December 31, 2009 consisted of the following:

(in millions)	2010		2009
Available-for-sale securities	$	0.1	$	114.6
Held-to-maturity securities		—		2.9
Trading securities		19.2		18.6
Total marketable securities	$	19.3	$	136.1

The cost and fair value of our available-for-sale securities at December 31, 2010 and December 31, 2009 consisted of the following:

	2010				2009
(in millions)	Cost		Fair value		Cost		Fair value
Auction rate securities	$	—	$	—	$	114.4	$	114.4
Equity securities		0.1		0.1		0.1		0.2
Total available-for-sale securities	$	0.1	$	0.1	$	114.5	$	114.6

The decrease in available-for-sale securities was due to the sale and redemption of all of the Company’s auction rate securities (ARS) during 2010. The Company sold $34.3 million of ARS to UBS Financial Services under the terms of a rights offering at par value on June 30, 2010. The remaining UBS Financial Services ARS were sold to third parties or redeemed prior to June 30, 2010. On June 15, 2010, the Company sold $25.0 million of other ARS to an entity owned by Pritzker family business interests at par value in connection with the Change in Control Transaction described in Note 2, “Change in Control.” The fair value of all ARS sold and redeemed during the year was equal to the par value of the securities. There were less than $0.1 million of unrecognized gains on available-for-sale securities at December 31, 2009. Earnings from available for sale securities were $0.2 million, $1.5 million and $7.2 million in 2010, 2009 and 2008, respectively, and are included in other income.

Held-to-maturity securities are carried at amortized cost, which approximates fair value, and are classified as either short-term or long-term investments based on the contractual maturity date. During 2010, our previously

F-14

owned held-to-maturity securities matured. Earnings from these securities were less than $0.1 million, $0.2 million and $2.5 million in 2010, 2009 and 2008, respectively, and are included in interest income. All held-to-maturity securities were classified as short-term at December 31, 2009 based upon maturity dates of less than one year.

Trading securities are carried at fair market value with unrealized gains and losses included in income. These securities relate to a nonqualified deferred compensation plan held in trust for the benefit of plan participants. Earnings from trading securities included in other income were $0.6 million and $0.7 million, including unrealized gains of $0.1 million and $0.3 million, for the years ended December 31, 2010 and 2009, respectively. The Company did not classify any securities as trading securities during 2008.

We review the carrying value of investments to determine whether there is an other-than-temporary decline in the market value, which would require us to recognize an impairment loss. In 2008, we recognized an other-than-temporary loss of $7.7 million in other income related to impairments of our available-for-sale securities. There were no other-than-temporary impairments of marketable securities in 2010 or 2009.

5. Property, Plant and Equipment

Property, plant and equipment at December 31, 2010 and December 31, 2009 consisted of the following:

(in millions)	2010			2009
Purchased and internally developed software	$	336.9		$	311.4
Computer equipment and furniture		215.2			209.4
Building and building improvements		59.8			54.7
Land		3.2			3.2
Total cost of property, plant and equipment		615.1			578.7
Less: accumulated depreciation		(429.0	)		(397.8	)
Total property, plant and equipment, net of accumulated depreciation	$	186.1		$	180.9

Depreciation expense was $64.6 million, $67.0 million and $69.7 million in 2010, 2009 and 2008, respectively.

6. Goodwill

Goodwill is tested for impairment at the reporting unit level on an annual basis, in the fourth quarter, or on an interim basis if circumstances change that could reduce the fair value of a reporting unit below its carrying value. Our reporting units are consistent with our operating segments for U.S. Information Services and Interactive, and are the geographic regions for our International segment. The International reporting units are Africa, Canada, Latin America and Asia.

Our impairment test is performed using a discounted cash flow analysis that requires certain assumptions and estimates regarding economic factors and future profitability. Goodwill impairment tests performed during 2010 and 2009 resulted in no impairment, except for amounts recorded in discontinued operations as discussed in Note 20, “Discontinued Operations,” below. At December 31, 2010, there were no accumulated goodwill impairment losses.

F-15

Goodwill allocated to our reportable segments at December 31, 2008 and changes in the carrying amount of goodwill during the twenty four months ended December 31, 2010 consisted of the following:

(in millions)	USIS			Interactive		International		Total
Balance, December 31, 2008	$	69.1		$	45.9	$	38.0	$	153.0
Acquisitions		53.7			—		—		53.7
Foreign exchange rate adjustment		—			—		6.8		6.8
Balance, December 31, 2009	$	122.8		$	45.9	$	44.8	$	213.5
Acquisitions		0.2			—		4.9		5.1
Intersegment transfer		(3.5	)		—		3.5		—
Foreign exchange rate adjustment		—			—		5.1		5.1
Balance, December 31, 2010	$	119.5		$	45.9	$	58.3	$	223.7

See Note 19, “Business Acquisitions,” for information on our business acquisitions. As described in Note 1, “Significant Accounting and Reporting Policies,” we moved our Puerto Rico operations from the U.S. Information Services segment to the International segment. As a result, $3.5 million of goodwill associated with Puerto Rico was transferred from our USIS segment to our International segment in accordance with ASC 350 “Intangibles—Goodwill and Other.”

7. Purchased Intangible Assets

Purchased intangible assets are initially recorded at their acquisition cost, or fair value if acquired as part of a business combination, and amortized over their estimated useful lives.

Purchased intangible assets at December 31, 2010 and December 31, 2009 consisted of the following:

	2010							2009
(in millions)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Purchased credit files	$	239.8	$	(177.9	)	$	61.9	$	239.7	$	(166.7	)	$	73.0
Databases		33.0		(12.7	)		20.3		29.4		(9.6	)		19.8
Customer lists		41.9		(11.5	)		30.4		40.2		(9.4	)		30.8
Trademarks, copyrights and patents		12.2		(7.2	)		5.0		11.5		(6.3	)		5.2
Noncompete agreements		0.5		(0.2	)		0.3		0.5		—			0.5
Total purchased intangible assets	$	327.4	$	(209.5	)	$	117.9	$	321.3	$	(192.0	)	$	129.3

All amortizable intangibles are amortized on a straight-line basis over their estimated useful lives. Purchased credit files are amortized over a fifteen-year period. Our databases are amortized over estimated useful lives of up to ten years. Customer lists are amortized over five to twenty years. Trademarks, copyrights and patents are amortized over varying periods based on their estimated economic life. Amortization expense related to intangible assets was $17.0 million, $14.6 million and $16.0 million in 2010, 2009 and 2008, respectively. Substantially all purchased intangible assets are in our U.S. Information Services segment.

F-16

Estimated future amortization expense related to purchased intangible assets at December 31, 2010 is as follows:

(in millions)	Annual Amortization Expense
2011	$	17.3
2012		17.2
2013		16.9
2014		16.5
2015		13.6
Thereafter		36.4
Total future amortization expense	$	117.9

8. Other Assets

Other assets at December 31, 2010 and December 31, 2009 consisted of the following:

(in millions)	2010		2009
Investments in affiliated companies	$	30.1	$	18.2
Deferred financing fees		59.8		10.6
Deferred income tax assets		1.6		—
Other		1.3		5.6
Total other assets	$	92.8	$	34.4

See Note 9, “Investments in Affiliated Companies,” for information about the increase in investments in affiliated companies. Deferred financing fees included in other assets increased to $59.8 million at December 31, 2010 due to the payment of financing fees for the new debt obligations, offset by the write-off of deferred financing fees from the payoff of the senior unsecured credit facility, all as further described in Note 13, “Debt.” The current portion of deferred financing fees is included in other current assets as discussed in Note 3, “Other Current Assets,” above.

9. Investments in Affiliated Companies

Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to ours, such as credit reporting, credit scoring and credit monitoring services.

We use the equity method to account for investments in affiliates where we have at least a 20% ownership interest or are able to exercise significant influence. For these investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, as well as for purchases and sales of our ownership interest.

We use the cost method to account for all other nonmarketable investments. For these investments, we adjust the carrying value for purchases and sales of our ownership interests and for distributions received from the affiliates in excess of their earnings.

For all investments, we adjust the carrying value if we determine that an other-than-temporary impairment in value has occurred. There were no impairments of investments in affiliated companies taken in 2010, 2009 or 2008.

F-17

Investments in affiliated companies at December 31, 2010 and December 31, 2009 consisted of the following:

(in millions)	2010		2009
Equity method investments	$	24.2	$	11.4
Cost method investments		5.9		6.8
Total investments in affiliated companies	$	30.1	$	18.2

These balances are included in other assets on the balance sheet. During 2010, we acquired an additional equity interest in an unconsolidated India subsidiary that was reflected in the increase in our equity method investments. Our share in the earnings of our equity method investees were $8.4 million, $5.3 million and $6.6 million in 2010, 2009 and 2008, respectively, and has been included in other income. Dividends received from equity method investments were $4.9 million, $4.1 million and $4.4 million in 2010, 2009 and 2008, respectively.

10. Accounts Payable

Accounts payable at December 31, 2010 and 2009 was as follows:

(in millions)	2010		2009
Accounts payable	$	65.8	$	38.0

Accounts payable increased to $65.8 million at December 31, 2010 primarily due to year end accruals for new equipment and services received in 2010.

11. Other Current Liabilities

Other current liabilities at December 31, 2010 and December 31, 2009 consisted of the following:

(in millions)	2010		2009
Accrued payroll	$	47.1	$	43.2
Accrued employee benefits		22.0		17.2
Deferred revenue		6.6		9.3
Accrued liabilities		4.4		2.9
Other		23.3		11.9
Total other current liabilities	$	103.4	$	84.5

Accrued employee benefits included in other current liabilities increased to $22.0 million at December 31, 2010 primarily due to the reclassification of $8.8 million from other liabilities to reflect retirement benefits scheduled to be distributed in early 2011. Other increased to $23.3 million at December 31, 2010 primarily due to $9.3 million of remaining expected payments due to the Pritzker family business interests related to their indemnification of tax expense under the terms of the Stock Purchase Agreement. The remaining accrual is subject to future adjustments based on a final determination of tax expense, with any adjustment to be recorded as a charge to retained earnings. See Note 2, “Change in Control,” for additional information.

F-18

12. Other Liabilities

Other liabilities at December 31, 2010 and December 31, 2009 consisted of the following:

(in millions)	2010		2009
Retirement benefits	$	10.8	$	18.1
Deferred income taxes		25.6		12.6
Unrecognized tax benefits		2.1		2.8
Other		0.5		0.5
Total other liabilities	$	39.0	$	34.0

Retirement benefits included in other liabilities decreased to $10.8 million at December 31, 2010 primarily due to the reclassification of $8.8 million to other current liabilities to reflect scheduled distributions in early 2011. Deferred income taxes increased to $25.6 million at December 31, 2010, primarily due to the vesting of restricted stock in connection with the Change in Control Transaction and other adjustments.

13. Debt

In connection with the Change in Control Transaction described in Note 2, “Change in Control,” the Company incurred new debt to fund the Change in Control Transaction, including the merger consideration, repayment of existing debt, and various financing and transaction fees and expenses. Debt outstanding at December 31, 2010 and December 31, 2009 consisted of the following:

(in millions)	2010			2009
Senior secured term loan, payable in quarterly installments through June 15, 2017, including variable interest (6.75% at December 31, 2010) at LIBOR or alternate base rate, plus applicable margin	$	945.2		$	—
Senior secured revolving line of credit, due on June 15, 2015, variable interest (6.75% at December 31, 2010) at LIBOR or alternate base rate, plus applicable margin		—			—
Outstanding private placement notes, principal due June 15, 2018, semi-annual interest payments, 11.375% fixed interest per annum		645.0			—
RFC loan due December 15, 2018, excluding imputed interest of 11.625%		14.2			—
Note payable for 2007 acquisition, payable in annual installments through 2012, excluding imputed interest of 4.69%		1.6			2.2
Secured line of credit, net zero interest cost, secured by UBS auction rate securities		—			89.1
Senior unsecured credit facility, repaid in connection with the Change in Control Transaction (Note 2)		—			500.0
Total debt	$	1,606.0		$	591.3
Less short-term debt and current maturities		(15.1	)		(139.7	)
Total long-term debt	$	1,590.9		$	451.6

Scheduled future maturities of total debt at December 31, 2010 are as follows:

(in millions)	Amount
2011	$	15.1
2012		10.4
2013		9.5
2014		9.5
2015		9.5
Thereafter		1,552.0
Total	$	1,606.0

F-19

Senior secured credit facilities

In connection with the Change in Control Transaction described in Note 2, “Change in Control,” on June 15, 2010, the Company, with Trans Union LLC as borrower, entered into a senior secured credit agreement with various lenders. The credit facility consists of a seven-year $950.0 million senior secured term loan and a five-year $200.0 million senior secured revolving line of credit. Interest rates on the borrowings are based on the London Interbank Offered Rate (LIBOR) unless otherwise elected, subject to a floor, plus an applicable margin of between 3.5% and 5.0% based on our net leverage ratio and the type of rate elected. There is a 0.5% commitment fee due each quarter based on the undrawn portion of the revolving line of credit. To secure the financing, we incurred $55.2 million of fees that were deferred and allocated between the senior secured term loan and the revolving line of credit. The deferred financing fees allocated to the senior term loan are being amortized as additional interest expense over the term of the loan using the effective interest rate method. The deferred financing fees allocated to the revolving line of credit are being amortized over its term on a straight-line basis, and will be recorded as additional interest expense to the extent we borrow against the revolving line of credit, or as other expense to the extent we do not borrow against the revolving line of credit. With certain exceptions, the obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including the investment in subsidiaries.

The credit agreement contains various restrictions and nonfinancial covenants, along with financial covenants including an interest coverage ratio and a net leverage ratio covenant. The nonfinancial covenants include restrictions on dividends, investments, capital expenditures, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. We are in compliance with all of the loan covenants.

Under the senior secured term loan, the Company is required to make principal payments of 0.25% of the original principal balance at the end of each quarter with the remaining principal balance due June 15, 2017. During 2010, the Company repaid $4.8 million of principal on this loan. The Company will also be required to begin making principal payments in 2012 based on excess cash flows of the prior year. Depending on the net leverage ratio for the year, a principal payment of between zero and fifty percent of the excess cash flows will be due the following year. Under the senior secured revolving line of credit, the entire principal is due June 15, 2015. During the third quarter, the Company repaid the entire $15.0 million drawn on this loan to partially fund the Change in Control Transaction described in Note 2, “Change in Control.”

Total interest expense on these loans from June 15, 2010, the date of borrowing, through December 31, 2010 was $39.2 million, which included $3.5 million of deferred financing fees that were amortized as additional interest expense. Loan fees paid and financing fees amortized related to the undrawn portion of the revolving line of credit were $1.5 million for the same period and are included in other expense. We incurred a $10.0 million commitment fee for an unused bridge loan made available for the Change in Control Transaction that is included in other expense.

See Note 26, “Subsequent Event,” for changes to our senior secured credit facilities subsequent to December 31, 2010.

Outstanding private placement notes

In connection with the Change in Control Transaction described in Note 2, “Change in Control,” on June 15, 2010, Trans Union LLC and wholly-owned subsidiary TransUnion Financing Corporation issued $645.0 million of unsecured private placement notes to certain private investors. The notes mature on June 15, 2018. Interest on the notes is payable semi-annually at a fixed rate of 11.375% per annum. To secure the financing, we incurred $20.3 million of fees, including commissions paid to the initial purchasers of the notes, which were deferred and are being amortized as additional interest expense over the term of the notes using the effective interest rate method.

F-20

The indenture governing the notes contains nonfinancial covenants that include restrictions on dividends, investments, capital expenditures, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. We are in compliance with all covenants under the indenture. In connection with the issuance of the notes, we entered into a registration rights agreement that requires us to file a registration statement with the SEC, for the benefit of the noteholders, on or before June 15, 2011, and to make an exchange offer for the notes on or before October 13, 2011. In the event that the exchange offer is not timely consummated, which is not expected, additional interest of 0.25% annually will accrue for the first 90-day period following the deadline for consummating the exchange offer, with an additional 0.25% annually for each subsequent 90-day period, up to a maximum of 1.00% annually.

Total interest expense from June 15, 2010, the issue date of the notes, through December 31, 2010, was $40.6 million, which included $0.8 million of deferred financing fees that were amortized as additional interest expense.

RFC loan

In connection with the change in control, on June 15, 2010, the Company borrowed $16.7 million from an entity owned by Pritzker family business interests under the RFC loan. The loan was made to the Company to assist in financing the Change in Control Transaction. The loan is an unsecured, non-interest bearing note, discounted by $2.5 million for imputed interest, due December 15, 2018, with prepayments of principal due annually based on excess foreign cash flows. Interest expense is calculated under the effective interest method using an imputed interest rate of 11.625%.

Secured line of credit

During the year 2010, all of our UBS-held auction rate securities were redeemed or sold, and the proceeds were used to repay the full $89.1 million outstanding balance due under our secured line of credit with UBS.

Senior unsecured credit facility repayment and related interest rate swap settlement

During the three months ended March 31, 2010, the Company made principal payments of $12.5 million toward this loan facility. In connection with the Change in Control Transaction, on June 15, 2010, the Company repaid the remaining $487.5 million balance of this loan. We also cash settled swap instruments held as an interest rate hedge on this loan facility and realized a loss of $2.1 million that is included in other expense. Total 2010 interest expense related to the term loan facility through June 15, the date of payoff, was $9.1 million, which included $1.2 million of amortized financing fees and $1.7 million of net payments on the swap instruments. The Company also expensed $8.9 million of remaining unamortized deferred financing fees associated with this loan facility in 2010 that are included in other expense.

14. Stock Repurchases

On June 15, 2010, MDCPVI TU Holdings, LLC, an entity beneficially owned by affiliates of Madison Dearborn Partners, LLC, acquired 51% of TransUnion Corp. As part of the merger, outstanding common stock of TransUnion Corp., other than common stock held by MergerCo, converted into the right to receive cash in an aggregate amount of $1,175.2 million. In connection with the merger, all issued and outstanding common stock of TransUnion Corp. and all treasury stock were cancelled pursuant to Delaware law. Stockholders of MergerCo were issued new TransUnion Corp. voting common stock or non-voting common stock in exchange for their common stock of MergerCo. See Note 2, “Change in Control,” for additional information.

On November 3, 2009, our Board of Directors approved an offer to purchase up to $900.0 million of stock for cash from the stockholders of record as of November 17, 2009. On December 17, 2009 we purchased $900.0 million of common stock from the stockholders of record at a purchase price of $26.24 per share, which was based on a valuation of all outstanding common stock as of November 16, 2009.

F-21

On October 20, 2008, our Board of Directors approved an offer to purchase up to $400.0 million of stock for cash from the stockholders of record as of October 27, 2008. We purchased 15.4 million shares in November 2008 and approximately an additional 43,000 restricted shares in January, 2009 for a total of $400.0 million from the stockholders of record at a purchase price of $25.85 per share, which was based on a valuation of all outstanding common stock as of October 24, 2008.

15. Income Taxes

The provision (benefit) for income taxes on income from continuing operations for the years ended December 31 consisted of the following:

(in millions)	2010			2009			2008
Federal
Current	$	9.7		$	38.0		$	30.5
Deferred		10.4			9.1			17.0
State
Current		(2.2	)		2.6			1.7
Deferred		0.1			0.6			1.1
Foreign
Current		26.1			24.0			24.6
Deferred		2.2			(0.9	)		0.6
Total provision for income taxes	$	46.3		$	73.4		$	75.5

The components of income from continuing operations before income taxes for the years ended December 31 consisted of the following:

(in millions)	2010		2009		2008
Domestic	$	12.4	$	135.0	$	138.5
Foreign		70.6		70.7		71.4
Total income from continuing operations before income taxes	$	83.0	$	205.7	$	209.9

The benefit for income taxes on the loss of discontinued operations for the year ended December 31, 2010 was $2.9 million. The provision for income taxes on the income of discontinued operations for the years ended December 31, 2009 and 2008 was $0.1 million and $12.1 million, respectively. The 2008 income tax expense for discontinued operations included a $13.1 million valuation allowance against the deferred tax asset generated by the impairment of assets and the loss on the sale of the Real Estate Services businesses.

The effective income tax rate reconciliation for the years ended December 31 consisted of the following:

(in millions)	2010					2009					2008
Income taxes at 35% statutory rate	$	29.0		35.0	%	$	71.8		35.0	%	$	73.4		35.0	%
Increase (decrease) resulting from:
State taxes net of federal income tax benefit		(1.6	)	(2.0	)		1.8		0.9			1.4		0.7
Foreign rate differential		(0.2	)	(0.2	)		(2.1	)	(1.1	)		(0.5	)	(0.3	)
Nondeductible Change in Control Transaction expenses		9.5		11.4			—		—			—		—
Credits and other		9.6		11.6			1.9		0.9			1.2		0.6
Totals	$	46.3		55.8	%	$	73.4		35.7	%	$	75.5		36.0	%

F-22

The change in credits and other between 2010 and 2009 was primarily due to the limitation on our foreign tax credit of $6.1 million, or 7.3%, resulting from the increased interest expense. There were no other significant items included in the 2010 credits and other. The change in state taxes, net of federal benefit, between 2010 and 2009 was primarily due to changes in state apportionment factors and our state tax combined filings. The change in the foreign rate differential between 2010 and 2009 was primarily due to recording a valuation allowance against foreign tax loss carryforwards. The change in foreign rate differential between 2009 and 2008 was primarily due to reduced dividend tax in South Africa and reduced tax rates in several countries.

Components of net deferred income tax at December 31, 2010 and December 31, 2009 consisted of the following:

(in millions)	2010			2009
Deferred income tax assets:
Deferred compensation	$	6.9		$	7.4
Stock-based compensation		0.9			6.8
Employee benefits		5.5			6.1
Legal reserves and settlements		1.4			0.8
Loss and credit carryforwards		12.8			3.3
Other		4.1			5.2
Gross deferred income tax assets		31.6			29.6
Valuation allowance		(12.8	)		(3.0	)
Total deferred income tax assets, net	$	18.8		$	26.6
Deferred income tax liabilities:
Depreciation and amortization		(32.5	)		(31.0	)
Derivative instruments		(0.8	)		(0.7	)
Other		(8.3	)		(7.0	)
Total deferred income tax liability	$	(41.6	)	$	(38.7	)
Net deferred income tax liability	$	(22.8	)	$	(12.1	)

The temporary differences resulting from differing treatment of items for tax and accounting purposes result in deferred tax assets and liabilities. If deferred tax assets are not likely to be recovered in future years, a valuation allowance is recorded. As of December 31, 2010, a valuation allowance of $12.8 million was recorded against the deferred tax asset generated by capital loss, foreign loss and foreign tax credit carryforwards. As of December 31, 2009, a valuation allowance of $3.0 million was recorded against the deferred tax asset primarily generated by a capital loss carry forward. Our loss and credit carryforwards will expire over the next ten years.

We have not provided for U.S. deferred income tax or foreign withholding tax on undistributed accumulated earnings in the amount of $106.4 million for certain non-U.S. subsidiaries, since these earnings are intended to be permanently reinvested in operations outside of the United States. It is impractical at this time to determine the tax impact if these earnings were distributed.

The total amount of unrecognized tax benefits as of December 31, 2010 and 2009 was $2.1 million and $2.8 million, respectively. The amount of unrecognized tax benefits that would affect the effective tax rate, if recognized, was $1.6 million and $2.4 million as of December 31, 2010 and 2009, respectively.

F-23

Total amount of unrecognized tax benefits at December 31, 2010 and December 31, 2009 consisted of the following:

(in millions)	2010			2009
Balance as of January 1	$	2.8		$	4.5
Additions for tax positions of prior years		—			0.7
Reductions for tax positions of prior years		—			(0.8	)
Additions for tax positions of current year		0.4			0.3
Reductions relating to settlement and lapse of statute		(1.1	)		(1.9	)
Balance as of December 31	$	2.1		$	2.8

Consistent with prior periods, we classify interest on unrecognized tax benefits as interest expense and tax penalties as other income or expense on the statement of income. We classify any interest or penalties related to unrecognized tax benefits as other liabilities on the balance sheet. Interest related to taxes was insignificant for the year ended December 31, 2010 and was income of $0.1 million for the year ended December 31, 2009. The accrued interest payable for taxes as of December 31, 2010 and 2009 was $0.5 million for both years. There was no significant expense recognized in 2010 or 2009 for tax penalties and there was no liability recorded for tax penalties as of December 31, 2010 or 2009.

We are regularly audited by federal, state, local and foreign taxing authorities. Given the uncertainties inherent in the audit process, it is reasonably possible that certain audits could result in a significant increase or decrease in the total amounts of unrecognized tax benefits. An estimate of the range of the increase or decrease in unrecognized tax benefits due to audit results cannot be made at this time. As of December 31, 2010, tax years 2004 and forward remained open for examination in some state and foreign jurisdictions, and tax years 2006 and forward remained open for the U.S. federal audit.

16. Stock-Based Compensation

Stock-based compensation expense recognized in 2010, 2009 and 2008 totaled $31.8 million, $16.4 million and $20.7 million, respectively. The income tax benefit related to stock-based compensation expense was approximately $11.5 million, $5.8 million and $7.4 million in 2010, 2009 and 2008, respectively.

All unvested restricted stock previously issued to employees under the TransUnion Corp. Equity Award Program immediately vested upon the change in control described in Note 2, “Change in Control.” As a result, the Company recognized $20.7 million of additional stock-based compensation expense on the date of the Change in Control Transaction. The income tax benefit of the additional stock-based compensation expense was approximately $7.5 million.

F-24

The following table summarizes restricted stock and restricted stock unit activity for the years ended December 31, 2010, 2009 and 2008:

	Restricted Stock					Restricted Stock Units
	Shares			Weighted Average Grant Date Fair  Value		Shares			Weighted Average Grant Date Fair  Value
Nonvested at December 31, 2007		1,160,680		$	24.10		114,102		$	23.23
Granted		507,749			28.60		—			—
Vested		(471,812	)		24.13		(60,720	)		23.23
Forfeited		(35,166	)		25.06		(14,707	)		23.23
Nonvested at December 31, 2008		1,161,451		$	26.03		38,675		$	23.23
Granted		656,413			20.60		—			—
Vested		(454,558	)		25.04		(38,675	)		23.23
Forfeited		(90,524	)		23.79		—			—
Nonvested at December 31, 2009		1,272,782		$	23.74		—		$	—
Granted		556,276			23.03		—			—
Vested		(1,805,374	)		23.52		—			—
Forfeited		(23,684	)		23.87		—			—
Nonvested at December 31, 2010		—		$	—		—		$	—

In connection with the Change in Control Transaction described in Note 2, “Change in Control,” the Company adopted the TransUnion Corp. 2010 Management Equity Plan under which stock-based awards may be issued to executive officers, employees and directors of the Company. A total of 3.3 million shares have been authorized for grant under the plan.

Effective June 15, 2010, the Company granted 3.0 million stock options under the 2010 Management Equity Plan with a ten-year term and an exercise price of $24.37 per share, which was equal to the fair value and the purchase price paid for the stock for the Change in Control Transaction discussed in Note 2, “Change in Control.” Of the options granted, 50% vest based on time (service condition awards), and 50% vest based on time and meeting certain market conditions (market condition awards). Service condition awards vest over a five-year service period, with 20% vesting one year after the grant date and 5% vesting each quarter thereafter. Market condition awards vest over a five-year period, with 20% vesting one year after the grant date and 5% vesting each quarter thereafter, but contingent on meeting the market conditions. The service condition awards have a grant date fair value of $13.3 million, or $8.84 per share, measured using the Black-Scholes valuation model with the following assumptions: expected volatility of 30% based on comparable company volatility; expected life of 6.5 years using the simplified method described in SAB No. 107 because we do not have historical data related to exercise behavior; risk-free rate of return of 2.77% based on the rate of 7-year treasury bills on the date of the award; and an expected dividend yield of zero. The market condition awards have a grant date fair value of $5.0 million, or $3.29 per share, measured using a risk-neutral Monte Carlo valuation model, with assumptions similar to those used to value the service condition awards. Additional awards were granted in December 2010 with identical terms.

F-25

The following table summarizes stock option activity for the year ended December 31, 2010:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2009		—		$	—		—	$	—
Granted		3,104,658			24.37		—		—
Exercised		—			—		—		—
Forfeited		(82,000	)		24.37		—		—
Outstanding at December 31, 2010		3,022,658		$	24.37		9.5	$	—
Expected to vest as of December 31, 2010		2,846,063		$	24.37		9.5	$	—
Exercisable at end of year		—			—		—		—

As of December 31, 2010, stock-based compensation expense remaining to be recognized in future years was $11.2 million for service condition awards and $3.5 million for market condition awards with a weighted-average recognition period of 4.5 and 2.8 years, respectively. No stock options vested in 2010. The total fair value of restricted stock vested in 2010, 2009 and 2008 was $44.3 million, $10.1 and $12.7 million, respectively. The total fair value of restricted stock units vested in 2010, 2009 and 2008 was $0.0 million, $0.9 million and $1.6 million, respectively.

17. Fair value

Effective January 1, 2008, we adopted guidance issued by the FASB relating to measuring the fair value of assets and liabilities. The guidance establishes a three-tier valuation hierarchy for ranking the quality and reliability of the information used to determine fair values. The first tier, Level 1, uses quoted market prices in active markets for identical assets or liabilities. Level 2 uses inputs, other than quoted market prices for identical assets or liabilities, which are observable in active markets. Level 3 uses unobservable inputs in which there are little or no market data and requires the entity to develop its own assumptions. An asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2010:

(in millions)	Total		Level 1		Level 2		Level 3
Available-for-sale securities	$	0.1	$	0.1	$	—	$	—
Trading securities		19.2		19.2		—		—
Total assets at fair value	$	19.3	$	19.3	$	—	$	—

Level 1 investments include exchange traded mutual funds and publicly traded equity investments valued at their current market prices. At December 31, 2010, we did not have any investments valued using Level 2 or Level 3 inputs. All of the ARS and swap instruments that were classified as Level 2 investments at December 31, 2009, were disposed of during 2010. There were no gains or losses realized on the disposal of any ARS and there was a $2.1 million loss on the disposal of the interest rate swap instruments included in other expense. See Note 4, “Marketable Securities,” and Note 13, “Debt,” for additional information about these disposals.

F-26

18. Accumulated Other Comprehensive Income (Loss)

The following table sets forth the changes in each component of accumulated other comprehensive income (loss), net of tax:

(in millions)	Net Unrealized Gain/(Loss) On Securities			Foreign Currency Translation Adjustment			Net Unrealized Gain/(Loss) On Hedges			Accumulated Other Comprehensive Income
Balance at December 31, 2008	$	(0.2	)	$	(11.1	)	$	—		$	(11.3	)
Change		0.2			11.8			1.1			13.1
Balance at December 31, 2009	$	—		$	0.7		$	1.1		$	1.8
Change		—			8.6			(1.1	)		7.5
Balance at December 31, 2010	$	—		$	9.3		$	—		$	9.3

At December 31, 2009, the $1.1 million net unrealized gain on hedges is attributed to the unrealized holding gain, net of tax, on interest rate swaps held as an interest rate hedge on our term loan. During 2010, as part of the Change in Control Transaction, we cash settled these swap instruments and realized a loss of $2.1 million that is included in other income and expense. See Notes 2, “Change in Control,” and Note 13, “Debt,” for additional information.

19. Business Acquisitions

2010 acquisition

On August 1, 2010, we acquired a 51% ownership interest in Databusiness S.A., located in Chile, for $6.7 million. The fair value of 100% of the net assets of the entity acquired was $13.2 million, including $4.9 million allocated to goodwill. The results of operations of this business, including revenue of $3.0 million, have been included in the accompanying consolidated statements of income since the date of acquisition. Pro forma financial information is not presented because the acquisition was not material to our 2010 consolidated financial statements.

2009 acquisition

On December 31, 2009 we acquired all of the outstanding units and voting interests of MedData Health LLC (MedData) for $96.5 million of cash on hand, including an adjustment based on working capital. MedData is a leading provider of healthcare information and data solutions for hospitals, physician practices and insurance companies and is included in our USIS business segment. We completed this acquisition to expand our healthcare product line and customer base and further leverage our existing operating model. The results of operations of this business have been included in the accompanying consolidated statements of income since the date of acquisition. Pro forma financial information is not presented because the acquisition was not material to our 2009 consolidated financial statements.

F-27

Purchase price allocation

The purchase price allocation and working capital adjustment for MedData were completed in 2010. The final fair value of the net assets acquired and the liabilities assumed as of December 31, 2009 consisted of the following:

(in millions)	Fair Value
Trade accounts receivable and other current assets	$	2.9
Property and equipment		7.8
Identifiable intangible assets		34.8
Goodwill(1)		53.9
Total assets acquired		99.4
Total liabilities assumed		(2.9	)
Net assets acquired	$	96.5

⁽¹⁾ Tax deductible goodwill is $45.5 million

The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The purchase price of MedData exceeded the fair value of the net assets acquired primarily due to growth opportunities, synergies between its customer base and our existing products and other technological and operational synergies including cost savings from automating processes and eliminating common activities.

Identifiable intangible assets

The fair value of identifiable intangible assets was based on many factors including an analysis of historical financial performance and estimates of future performance, and was determined using a discounted cash flow and a cost of replacement methodology. The fair values of the intangible assets as of December 31, 2009 consisted of the following:

(in millions)	Fair Value		Estimated Useful Life
Customer Lists	$	29.7		16 to 19 years
Trademarks		4.6		20 years
Noncompete agreements		0.5		3 years
Total identifiable intangible assets	$	34.8

The weighted-average useful life of identifiable intangible assets is approximately nineteen years.

Merger related acquisition costs

Acquisition costs consisting of investment banker fees, legal fees and other external costs totaling $2.5 million were incurred and expensed during 2009 and are included in other income and expense.

20. Discontinued Operations

During the first quarter of 2010, we completed the sale of the remaining business comprising our Real Estate Services segment and will have no significant ongoing relationship with this business. Revenue for the Real Estate Services segment was $3.7 million, $18.8 million and $44.8 million in 2010, 2009 and 2008, respectively. Net income from the real estate discontinued operations for 2010 included an operating loss of $2.7 million and a gain on the final disposal of the business of $5.2 million. Net income from these operations was income of $1.5 million in 2009 and a loss of $15.9 million in 2008. The 2008 loss included $13.1 million of tax expense resulting from the recognition of a valuation allowance against the deferred tax asset recognized for the impairment and sale of the segment.

F-28

During the second quarter of 2010, we completed the sale of our third-party collection business in South Africa (collection business) to the existing minority stockholders and will have no significant ongoing relationship with this business. Revenue for the collection business was $1.3 million, $4.2 million and $5.9 million in 2010, 2009 and 2008, respectively. Net income from the collection business discontinued operations included income of $5.7 million in 2010 and losses of $0.3 million and less than $0.1 million in 2009 and 2008, respectively. The 2010 gain included an operating loss of less than $0.1 million and a gain of $3.7 million, $5.7 million after tax benefit, on the final disposal of the business.

The principal balance sheet items of discontinued operations at December 31, 2010 and December 31, 2009 consisted of the following:

(in millions)	December 31, 2010		December 31, 2009
Cash and accounts receivable	$	—	$	11.6
Other assets		0.6		14.1
Total current assets of discontinued operations	$	0.6	$	25.7
Accounts payable and accrued liabilities	$	2.0	$	7.4
Notes payable		—		5.4
Total current liabilities of discontinued operations	$	2.0	$	12.8

The balances of total current assets and liabilities of discontinued operations as of December 31, 2010, decreased from December 31, 2009, due to the sale of the remaining business of the Real Estate Services segment and the sale of the collection business as discussed above. The remaining other assets and accrued liabilities at December 31, 2010, include assets and liabilities retained by the Company in connection with the sale of the discontinued operations.

21. Operating Segments

Operating segments are businesses for which separate financial information is available and evaluated regularly by the chief operating decision-maker in deciding how to allocate resources. This segment financial information is reported on the basis that is used for the internal evaluation of operating performance. The accounting policies of the segments are the same as described in Note 1, “Significant Accounting and Reporting Policies,” of our consolidated financial statements for the fiscal year ended December 31, 2010. Intersegment sales and transfers were not material. As discussed in Note 1, “Significant Accounting and Reporting Policies,” the Puerto Rico operating results were moved from the U.S. Information Services segment to the International segment to align with how we currently manage our business. All prior period amounts for Puerto Rico were reclassified accordingly.

The following is a more detailed description of the three operating segments and the Corporate unit, which provides support services to each operating segment:

U.S. Information Services

U.S. Information Services (USIS) provides consumer reports, credit scores, verification services, analytical services and decision services to business customers. These services are offered to customers in the financial services, insurance, healthcare and other markets, and are delivered through both direct and indirect channels. These business customers use our products and services to acquire new customers, identify cross-sell opportunities, measure and manage debt portfolio risk, collect debt, and manage fraud. This segment also provides mandated consumer services, such as dispute investigations and free annual credit reports as required by the United States Fair Credit Reporting Act (FCRA), the Fair and Accurate Credit Transactions Act of 2003 (FACTA), and other credit-related legislation.

F-29

International

The International segment provides services similar to our USIS segment to business customers in select regions outside the U.S. Depending on the maturity of the credit economy in each geographic location, services may include credit reports, credit scores, analytical and decision services and risk management services. These services are offered to customers in a number of industries, including financial services, insurance, automotive, collections and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered in our Interactive segment, such as credit reports, credit scores and credit monitoring services. The two market groups in the International segment are Developed Markets, which includes Canada, Hong Kong and Puerto Rico and Emerging Markets, which includes South Africa, Mexico, Dominican Republic, India and other emerging markets.

Interactive

Interactive, which we previously called Consumer Services, offers credit services and associated educational materials to help individual consumers understand, monitor and manage their credit. Services include credit reports, credit scores, and credit monitoring services, provided primarily through the internet. The majority of revenue is derived from subscribers who pay a monthly fee for access to their credit report and score, and for alerts related to changes in their credit reports.

Corporate

Corporate provides shared services for the Company and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the operating segments remain in Corporate. These costs are typically for enterprise-level functions and are primarily administrative in nature.

Selected financial information for the years ended December 31, 2010, 2009 and 2008 consisted of the following:

(in millions)	2010			2009			2008
Revenue
U.S. Information Services	$	636.0		$	627.5		$	708.3
International		195.8			170.1			176.0
Interactive		124.7			127.2			131.6
Total	$	956.5		$	924.8		$	1,015.9
Operating income (loss)
U.S. Information Services	$	177.1		$	164.2		$	213.0
International		62.7			55.8			61.7
Interactive		37.7			46.4			33.1
Corporate		(61.4	)		(62.0	)		(115.3	)
Total	$	216.1		$	204.4		$	192.5
Reconciliation of operating income to income from continuing operations before income tax:
Operating income from segments	$	216.1		$	204.4		$	192.5
Other income, net		(133.1	)		1.3			17.4
Income from continuing operations before income tax	$	83.0		$	205.7		$	209.9

F-30

Property, plant and equipment, net of accumulated depreciation and amortization, by segment, at December 31, 2010 and December 31, 2009 consisted of the following:

(in millions)	2010		2009
U.S. Information Services	$	134.0	$	129.9
International		19.3		15.5
Interactive		7.8		9.8
Corporate		25.0		25.7
Total	$	186.1	$	180.9

Cash paid for capital expenditures of continuing operations by segment for each of the years ended December 31 consisted of the following:

(in millions)	2010		2009
U.S. Information Services	$	29.7	$	36.0
International		9.3		7.2
Interactive		2.2		6.7
Corporate		5.6		6.4
Total	$	46.8	$	56.3

Depreciation expense of continuing operations by segment for each of the years ended December 31 consisted of the following:

(in millions)	2010		2009		2008
U.S. Information Services	$	47.0	$	49.6	$	54.4
International		6.5		5.6		5.4
Interactive		4.8		5.0		5.2
Corporate		6.3		6.8		4.7
Total	$	64.6	$	67.0	$	69.7

22. Commitments

Future minimum payments for noncancelable operating leases, purchase obligations and other liabilities in effect as of December 31, 2010 are payable as follows:

(in millions)	Operating Leases		Purchase Obligations		Total
2011	$	10.3	$	118.0	$	128.3
2012		8.2		37.8		46.0
2013		6.2		10.6		16.8
2014		5.1		7.7		12.8
2015		3.6		7.3		10.9
Thereafter		12.2		0.3		12.5
Totals	$	45.6	$	181.7	$	227.3

Purchase obligations to be repaid in 2011 include $65.8 million of trade accounts payable that were included on the balance sheet as of December 31, 2010. Rental expense related to operating leases was $13.0 million, $12.4 million and $13.1 million in 2010, 2009, and 2008, respectively.

F-31

Licensing agreements

We have agreements with Fair Isaac Corporation to license credit-scoring algorithms and the right to sell credit scores derived from those algorithms. Payment obligations under these agreements vary due to factors such as the volume of credit scores we sell, what type of credit scores we sell, and how our customers use the credit scores. There are no minimum payments required under these licensing agreements; however we do have a significant level of sales volume related to these credit scores.

23. Contingencies

Litigation

Due to the nature of our businesses, claims against us will occur in the ordinary course of business. Some of these claims are, or purport to be, class actions that seek substantial damage amounts, including punitive damages. Claimants may seek modifications of business practices, financial incentives or replacement of products or services. We regularly review all claims to determine whether a loss is probable and, if probable, whether the loss can be reasonably estimated. If a loss is probable and can be reasonably estimated, an appropriate reserve is accrued, taking into consideration legal positions, contractual obligations and applicable insurance coverages, and included in other current liabilities. We believe that the reserves established for pending or threatened claims are appropriate based on the facts currently known. Due to the uncertainties inherent in the investigation and resolution of a claim, however, additional losses may be incurred that could materially affect our financial results. Legal fees for ongoing litigation are considered a period cost and are recorded as incurred.

As of December 31, 2010 and 2009, we have accrued $5.6 million and $6.7 million, respectively, for pending or anticipated claims of our continuing operations. These amounts were recorded in other accrued liabilities on the consolidated balance sheets and the associated expenses were recorded in selling, general and administrative expenses on the consolidated statements of income. Selling, general and administrative expenses included $1.9 million, $1.3 million and $47.3 million in 2010, 2009 and 2008, respectively, related to the Privacy Litigation.

24. Related-Party Transactions

Legal services

The Company paid $0.9 million, $5.2 million and $8.6 million in 2010, 2009 and 2008, respectively, to the law firm of Neal, Gerber, & Eisenberg LLP for legal services. Marshall E. Eisenberg, a partner in the law firm, is a co-trustee of certain Pritzker family trusts that beneficially own in excess of 5% of the Company’s common stock.

The Company paid $3.9 million, $0.5 million and $0.4 million in 2010, 2009 and 2008, respectively, to the law firm of Latham and Watkins LLP. Michael A. Pucker, a partner in the law firm, is an immediate family member of a co-trustee of certain Pritzker family trusts that beneficially own in excess of 5% of the Company’s common stock.

Consulting fees

In connection with the Change in Control Transaction discussed in Note 2, the Company paid $13.0 million to Madison Dearborn Partners, LLC and $2.6 million to The Pritzker Organization, L.L.C. for financial advisory and merchant banking services.

Receivables

Receivables from related parties were $0.3 million at December 31, 2010 and 2009. These receivables primarily relate to services provided by TransUnion to unconsolidated subsidiaries.

F-32

Other assets included a non-interest bearing note receivable from an unconsolidated subsidiary of $1.5 million at December 31, 2009. This note was repaid in 2010.

Payables

Other liabilities included $9.3 million at December 31, 2010 owed to certain Pritzker family business interests related to tax indemnification payments due under the terms of the Stock Purchase Agreement. This amount is subject to future adjustments based on a final determination of tax expense. See Note 2, “Change in Control,” for additional information.

Debt

In connection with the Change in Control Transaction discussed in Note 2, “Change in Control,” the Company borrowed $16.7 million from an entity owned by Pritzker family business interests under the RFC loan. The loan is an unsecured, non-interest bearing note, discounted by $2.5 million for imputed interest, due December 15, 2018, with prepayments of principal due annually based on excess foreign cash flows. See Note 13, “Debt,” for additional information.

Sale of Auction Rate Securities

In connection with the Change in Control Transaction, on June 15, 2010, the Company sold auction rate securities at fair value to an entity owned by Prtizker family business interests for $25.0 million, which was equal to the par value. This sale was made to assist in financing the Change in Control Transaction.

25. Quarterly Financial Data (Unaudited)

The quarterly financial data for 2010 and 2009 consisted of the following:

	Three Months Ended(1)
(in millions)	March 31, 2010			June 30, 2010(2)			September 30, 2010		December 31, 2010
Revenue	$	227.0		$	237.4		$	246.8	$	245.4
Operating income		46.1			40.6			66.2		63.2
Income from continuing operations		26.8			(25.0	)		17.4		17.4
Discontinued operations, net of tax		(4.2	)		12.8			—		(0.4	)
Net income		22.6			(12.2	)		17.4		17.0
Net income attributable to TransUnion Corp.		20.8			(14.2	)		15.1		14.9

	Three Months Ended(1)
(in millions)	March 31, 2009			June 30, 2009			September 30, 2009		December 31, 2009
Revenue	$	233.1		$	235.9		$	231.6	$	224.2
Operating income		53.0			49.8			57.8		43.8
Income from continuing operations		33.9			33.7			37.6		27.0
Discontinued operations, net of tax		(1.1	)		(0.6	)		2.8		0.1
Net income		32.8			33.1			40.4		27.1
Net income attributable to TransUnion Corp.		30.6			31.5			38.0		25.3

⁽¹⁾ The sum of the quarterly totals does not equal the annual totals due to rounding.

⁽²⁾ During the second quarter of 2010, in connection with the Change in Control Transaction described in Note 2, “Change in Control,” the Company incurred and expensed $27.8 million of transaction-related costs and $20.7 million of additional stock-based compensation as a result of the accelerated vesting of restricted stock upon change in control. See Note 16, “Stock-Based Compensation,” for additional information on the accelerated vesting of the restricted stock.

F-33

26. Subsequent Event

On February 10, 2011, the Company refinanced its senior secured credit facilities and amended the credit agreement governing its senior secured credit facilities. The amendments, among other things: (i) reduce the applicable rate on the term loan to LIBOR plus a margin of 3.25%, with a LIBOR floor of 1.50%; (ii) create a new tranche under the revolving line of credit with an applicable rate of LIBOR plus a maximum margin of 3.25%, with a LIBOR floor of 1.50%; (iii) remove the financial maintenance tests for the term loan; (iv) remove the interest coverage test and increases the senior secured net leverage test for the revolving line of credit; (v) extend the maturity of the term loan to February 2018; (vi) extend the maturity date for the new tranche of the revolving line of credit to February 2016; (vii) add greater operating and financial flexibility for the Company; and (viii) provide for other technical changes.

As a result of this refinancing and amendment, in the first quarter of 2011, the Company will expense $50.7 million of unamortized deferred financing fees associated with the original loans outstanding under the senior secured credit facilities and will pay and expense a $9.5 million early prepayment penalty on the term loan. The Company will also pay $11.3 million of new financing fees that will be allocated between the senior secured term loan and the revolving line of credit and amortized over the corresponding life of each loan. Assuming the Company makes the minimum required principal payments, cash interest expense will decrease an estimated $14.9 million in 2011 compared to the interest that would have been due under the terms of the original agreement.

27. Financial Statements of Guarantors

As discussed in Note 13, “Debt,” the obligations under the private placement notes are unsecured obligations; however, they are guaranteed by TransUnion Corp. and certain wholly owned domestic subsidiaries of TransUnion Corp. The guarantees of the guarantors are joint, several, full and unconditional. The accompanying consolidating financial information presents the financial position, results of operations and cash flows of the parent guarantor, the issuers, the guarantor subsidiaries as a group and the non-guarantor subsidiaries as a group. Each entity’s investments in its subsidiaries, if any, are presented under the equity method. The domestic tax provision and related taxes receivable and payable, and the domestic deferred tax assets and liabilities, are prepared on a consolidated basis and are not fully allocated to individual legal entities. As a result, the information presented is not intended to present the financial position or results of operations of those entities on a stand-alone basis.

F-34

TRANSUNION CORP. AND SUBSIDIARIES

Consolidating Balance Sheet

December 31, 2010

(in millions)

	Parent TransUnion Corp.			Issuers Trans Union LLC and TransUnion Financing Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	81.4		$	—		$	—	$	49.8		$	—		$	131.2
Trade accounts receivable, net		—			86.3			11.5		34.8			—			132.6
Due from (to) affiliates		(33.3	)		(23.5	)		14.0		42.8			—			—
Other current assets		5.4			37.5			2.3		4.8			—			50.0
Current assets of discontinued operations		—			—			—		0.6			—			0.6
Total current assets		53.5			100.3			27.8		132.8			—			314.4
Property, plant and equipment, net		—			143.4			24.7		18.0			—			186.1
Other marketable securities		—			19.2			0.1		—			—			19.3
Goodwill		—			6.3			161.9		55.5			—			223.7
Other intangibles, net		—			61.7			50.9		5.3			—			117.9
Other assets		(901.0	)		499.2			0.2		14.6			479.8			92.8
Total assets	$	(847.5	)	$	830.1		$	265.6	$	226.2		$	479.8		$	954.2
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	—		$	46.1		$	10.8	$	8.9		$	—		$	65.8
Current portion of long-term debt		4.9			9.5			0.7		—			—			15.1
Other current liabilities		15.8			65.6			5.4		16.6			—			103.4
Current liabilities of discontinued operations		—			—			—		2.0			—			2.0
Total current liabilities		20.7			121.2			16.9		27.5			—			186.3
Long-term debt		9.3			1,580.7			0.9		6.5			(6.5	)		1,590.9
Other liabilities		—			34.4			5.5		(0.9	)		—			39.0
Total liabilities		30.0			1,736.3			23.3		33.1			(6.5	)		1,816.2
Total TransUnion Corp. stockholders’ equity		(877.5	)		(906.2	)		242.3		177.6			486.3			(877.5	)
Noncontrolling interests		—			—			—		15.5			—			15.5
Total stockholders’ equity		(877.5	)		(906.2	)		242.3		193.1			486.3			(862.0	)
Total liabilities and stockholders’ equity	$	(847.5	)	$	830.1		$	265.6	$	226.2		$	479.8		$	954.2

F-35

TRANSUNION CORP. AND SUBSIDIARIES

Consolidating Balance Sheet

December 31, 2009

(in millions)

	Parent TransUnion Corp.		Issuers Trans Union LLC and TransUnion Financing Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	102.4	$	—		$	—		$	35.1	$	—		$	137.5
Short-term marketable securities		89.5		—			—			2.8		—			92.3
Trade accounts receivable, net		—		81.8			7.2			28.4		—			117.4
Due from (to) affiliates		1.0		(34.7	)		(3.0	)		36.7		—			—
Other current assets		5.7		22.7			2.7			4.1		—			35.2
Current assets of discontinued operations		—		—			—			25.7		—			25.7
Total current assets		198.6		69.8			6.9			132.8		—			408.1
Property, plant and equipment, net		—		140.0			26.7			14.2		—			180.9
Other marketable securities		25.0		18.6			0.2			—		—			43.8
Goodwill		—		12.5			155.5			45.5		—			213.5
Other intangibles, net		—		73.0			55.6			0.7		—			129.3
Other assets		112.0		399.0			4.1			11.6		(492.3	)		34.4
Total assets	$	335.6	$	712.9		$	249.0		$	204.8	$	(492.3	)	$	1,010.0
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	—	$	23.8		$	4.7		$	9.5	$	—		$	38.0
Secured line of credit		89.1		—			—			—		—			89.1
Current portion of long-term debt		—		50.6			—			—		—			50.6
Other current liabilities		3.8		59.8			7.7			12.9		0.3			84.5
Current liabilities of discontinued operations		—		—			—			12.8		—			12.8
Total current liabilities		92.9		134.2			12.4			35.2		0.3			275.0
Long-term debt		—		451.6			—			22.0		(22.0	)		451.6
Other liabilities		1.9		19.6			9.2			3.3		—			34.0
Total liabilities		94.8		605.4			21.6			60.5		(21.7	)		760.6
Total TransUnion Corp. stockholders’ equity		240.8		107.5			227.4			135.7		(470.6	)		240.8
Noncontrolling interests		—		—			—			8.6		—			8.6
Total stockholders’ equity		240.8		107.5			227.4			144.3		(470.6	)		249.4
Total liabilities and stockholders’ equity	$	335.6	$	712.9		$	249.0		$	204.8	$	(492.3	)	$	1,010.0

F-36

TRANSUNION CORP. AND SUBSIDIARIES

Consolidating Statement of Income

For the Twelve Months Ended December 31, 2010

(in millions)

	Parent TransUnion Corp.			Issuers Trans Union LLC and TransUnion Financing Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	614.8		$	175.6		$	215.4		$	(49.3	)	$	956.5
Operating expenses
Cost of services		—			293.9			72.5			65.3			(35.9	)		395.8
Selling, general and administrative		0.3			169.1			56.6			51.7			(14.7	)		263.0
Depreciation and amortization		—			56.9			18.2			6.5			—			81.6
Total operating expenses		0.3			519.9			147.3			123.5			(50.6	)		740.4
Operating income (loss)		(0.3	)		94.9			28.3			91.9			1.3			216.1
Non-operating income and expense
Interest expense		(1.2	)		(88.6	)		—			(0.3	)		—			(90.1	)
Interest income		0.3			0.2			—			0.5			—			1.0
Other income and expense, net		38.0			30.3			(0.4	)		(1.7	)		(110.2	)		(44.0	)
Total non-operating income and expense		37.1			(58.1	)		(0.4	)		(1.5	)		(110.2	)		(133.1	)
Income (loss) from continuing operations before income taxes		36.8			36.8			27.9			90.4			(108.9	)		83.0
Provision for income taxes		(0.2	)		0.8			(13.6	)		(33.3	)		—			(46.3	)
Income (loss) from continuing operations		36.6			37.6			14.3			57.1			(108.9	)		36.7
Discontinued operations, net of tax		—			—			—			8.2			—			8.2
Net income (loss)		36.6			37.6			14.3			65.3			(108.9	)		44.9
Less: net income attributable to noncontrolling interests		—			—			—			(8.3	)		—			(8.3	)
Net income (loss) attributable to TransUnion Corp.	$	36.6		$	37.6		$	14.3		$	57.0		$	(108.9	)	$	36.6

F-37

TRANSUNION CORP. AND SUBSIDIARIES

Consolidating Statement of Income

For the Twelve Months Ended December 31, 2009

(in millions)

	Parent TransUnion Corp.			Issuers Trans Union LLC and TransUnion Financing Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	621.5		$	161.0		$	188.4		$	(46.1	)	$	924.8
Operating expenses
Cost of services		—			312.5			69.5			62.2			(40.0	)		404.2
Selling, general and administrative		0.2			156.4			43.7			41.3			(7.0	)		234.6
Depreciation and amortization		—			62.5			13.9			5.2			—			81.6
Total operating expenses		0.2			531.4			127.1			108.7			(47.0	)		720.4
Operating income (loss)		(0.2	)		90.1			33.9			79.7			0.9			204.4
Non-operating income and expense
Interest expense		(0.7	)		(2.9	)		(0.1	)		(1.4	)		1.1			(4.0	)
Interest income		2.1			2.2			—			0.8			(1.1	)		4.0
Other income and expense, net		128.0			76.1			(0.1	)		(3.7	)		(199.0	)		1.3
Total non-operating income and expense		129.4			75.4			(0.2	)		(4.3	)		(199.0	)		1.3
Income (loss) from continuing operations before income taxes		129.2			165.5			33.7			75.4			(198.1	)		205.7
Provision for income taxes		(3.8	)		(37.6	)		(15.5	)		(16.5	)		—			(73.4	)
Income (loss) from continuing operations		125.4			127.9			18.2			58.9			(198.1	)		132.3
Discontinued operations, net of tax		—			—			—			1.2			—			1.2
Net income (loss)		125.4			127.9			18.2			60.1			(198.1	)		133.5
Less: net income attributable to noncontrolling interests		—			—			—			(8.1	)		—			(8.1	)
Net income (loss) attributable to TransUnion Corp.	$	125.4		$	127.9		$	18.2		$	52.0		$	(198.1	)	$	125.4

F-38

TRANSUNION CORP. AND SUBSIDIARIES

Consolidating Statement of Income

For the Twelve Months Ended December 31, 2008

(in millions)

	Parent TransUnion Corp.			Issuers Trans Union LLC and TransUnion Financing Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	704.1		$	169.8		$	193.0		$	(51.0	)	$	1,015.9
Operating expenses
Cost of services		—			333.0			88.4			55.4			(44.6	)		432.2
Selling, general and administrative		0.3			222.3			43.8			45.5			(6.4	)		305.5
Depreciation and amortization		—			63.2			17.4			5.1			—			85.7
Total operating expenses		0.3			618.5			149.6			106.0			(51.0	)		823.4
Operating income (loss)		(0.3	)		85.6			20.2			87.0			—			192.5
Non-operating income and expense
Interest expense		—			(0.7	)		(0.5	)		(2.0	)		2.3			(0.9	)
Interest income		16.5			3.3			—			4.0			(2.3	)		21.5
Other income and expense, net		97.1			49.9			(0.6	)		(5.6	)		(144.0	)		(3.2	)
Total non-operating income and expense		113.6			52.5			(1.1	)		(3.6	)		(144.0	)		17.4
Income (loss) from continuing operations before income taxes		113.3			138.1			19.1			83.4			(144.0	)		209.9
Provision for income taxes		(4.0	)		(36.1	)		(12.1	)		(23.3	)		—			(75.5	)
Income (loss) from continuing operations		109.3			102.0			7.0			60.1			(144.0	)		134.4
Discontinued operations, net of tax		—			—			—			(15.9	)		—			(15.9	)
Net income (loss)		109.3			102.0			7.0			44.2			(144.0	)		118.5
Less: net income attributable to noncontrolling interests		—			—			—			(9.2	)		—			(9.2	)
Net income (loss) attributable to TransUnion Corp.	$	109.3		$	102.0		$	7.0		$	35.0		$	(144.0	)	$	109.3

F-39

TRANSUNION CORP. AND SUBSIDIARIES

Consolidating Statement of Cash Flows

For the Twelve Months Ended December 31, 2010

(in millions)

	Parent TransUnion Corp.			Issuers Trans Union LLC and TransUnion Financing Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	36.6		$	37.6		$	14.3		$	65.3		$	(108.9	)	$	44.9
Less: income (loss) from discontinued operations, net of tax		—			—			—			8.2			—			8.2
Income from continuing operations	$	36.6		$	37.6		$	14.3		$	57.1		$	(108.9	)	$	36.7
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		—			56.9			18.2			6.5			—			81.6
Stock-based incentive compensation		—			28.7			—			—			—			28.7
Transaction fees		—			27.7			—			—			—			27.7
Debt financing fees		—			26.0			—			—			—			26.0
Deferred taxes		—			7.9			0.5			4.3			—			12.7
Provision for losses on trade accounts receivable		—			1.0			(0.1	)		0.6			—			1.5
Gain on sale or exchange of property		—			(3.9	)		—			0.1			—			(3.8	)
Other		(0.3	)		0.7			—			(2.4	)		0.1			(1.9	)
Equity in net (income) loss from subsidiaries		(37.6	)		(71.3	)		—			—			108.9			—
Dividends received from subsidiaries		1,087.2			23.4			—			—			(1,110.6	)		—
Changes in assets and liabilities:
Trade accounts receivable		—			(5.3	)		(4.2	)		(3.1	)		—			(12.6	)
Other current and long-term assets		34.2			(20.7	)		(15.4	)		(0.5	)		0.3			(2.1	)
Trade accounts payable		—			4.8			5.4			(1.2	)		—			9.0
Other current and long-term liabilities		0.8			11.8			(6.8	)		(4.4	)		(0.3	)		1.1
Cash provided by (used in) operating activities of continuing operations	$	1,120.9		$	125.3		$	11.9		$	57.0		$	(1,110.5	)	$	204.6
Cash used in operating activities of discontinued operations		—			—			—			(4.2	)		—			(4.2	)
Cash provided by (used in) operating activities	$	1,120.9		$	125.3		$	11.9		$	52.8		$	(1,110.5	)	$	200.4
Cash flows from investing activities:
Capital expenditures for property and equipment		—			(26.0	)		(11.9	)		(8.9	)		—			(46.8	)
Investments in trading securities		—			(1.3	)		—			—			—			(1.3	)
Proceeds from sale of trading securities		—			1.3			—			—			—			1.3
Proceeds from redemption of investments in available-for-sale securities		114.4			—			—			—			—			114.4

F-40

TRANSUNION CORP. AND SUBSIDIARIES

Consolidating Statement of Cash Flows—Continued

For the Twelve Months Ended December 31, 2010

(in millions)

	Parent TransUnion Corp.			Issuers Trans Union LLC and TransUnion Financing Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Proceeds from held-to-maturity securities		—			—			—			4.9			—			4.9
Proceeds from sale of assets of discontinued operations		—			—			—			10.6			—			10.6
Acquisitions and purchases of noncontrolling interests, net of cash acquired		—			(3.1	)		—			(14.0	)		3.1			(14.0	)
Other		—			16.5			—			0.3			(15.5	)		1.3
Cash provided by (used in) investing activities	$	114.4		$	(12.6	)	$	(11.9	)	$	(7.1	)	$	(12.4	)	$	70.4
Cash flows from financing activities:
Repayments of secured line of credit		(89.1	)		—			—			—			—			(89.1	)
Repayments of revolving line of credit		—			(15.0	)		—			—			—			(15.0	)
Repayments of other debt		—			(505.4	)		—			(15.5	)		15.5			(505.4	)
Proceeds from senior secured credit facility		—			950.0			—			—			—			950.0
Proceeds from issuance of senior notes		—			645.0			—			—			—			645.0
Proceeds from issuance of related party note		16.7			—			—			—			—			16.7
Proceeds from revolving line of credit		—			15.0			—			—			—			15.0
Treasury stock purchases		(5.4	)		—			—			—			—			(5.4	)
Distribution of merger consideration		(1,178.6	)		—			—			—			—			(1,178.6	)
Debt financing fees		—			(85.5	)		—			—			—			(85.5	)
Transaction fees		—			(27.7	)		—			—			—			(27.7	)
Dividends to parent		—			(1,087.2	)		—			(23.4	)		1,110.6			—
Distributions to noncontrolling interests		—			—			—			(8.6	)		—			(8.6	)
Other		0.1			(1.9	)		—			3.1			(3.2	)		(1.9	)
Cash provided by (used in) financing activities	$	(1,256.3	)	$	(112.7	)	$	—		$	(44.4	)	$	1,122.9		$	(290.5	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			1.8			—			1.8
Net change in cash and cash equivalents	$	(21.0	)	$	—		$	—		$	3.1		$	—		$	(17.9	)
Cash and cash equivalents, beginning of period, including cash of discontinued operations of $11.6		102.4			—			—			46.7			—			149.1
Cash and cash equivalents, end of period	$	81.4		$	—		$	—		$	49.8		$	—		$	131.2

F-41

TRANSUNION CORP. AND SUBSIDIARIES

Consolidating Statement of Cash Flows

For the Twelve Months Ended December 31, 2009

(in millions)

	Parent TransUnion Corp.			Issuers Trans Union LLC and TransUnion Financing Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	125.4		$	127.9		$	18.2		$	60.1		$	(198.1	)	$	133.5
Less: income (loss) from discontinued operations, net of tax		—			—			—			1.2			—			1.2
Income from continuing operations	$	125.4		$	127.9		$	18.2		$	58.9		$	(198.1	)	$	132.3
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		—			62.5			13.9			5.2			—			81.6
Stock-based incentive compensation		—			13.4			—			—			—			13.4
Debt financing fees		—			0.5			—			—			—			0.5
Deferred taxes		2.0			8.5			0.7			(2.4	)		—			8.8
Provision for losses on trade accounts receivable		—			2.4			0.1			(0.5	)		—			2.0
Gain on sale or exchange of property		(0.5	)		0.3			—			—			—			(0.2	)
Other		(0.2	)		(0.9	)		—			(1.0	)		—			(2.1	)
Equity in net (income) loss from subsidiaries		(127.9	)		(70.2	)		—			—			198.1			—
Dividends received from subsidiaries		535.7			51.8			—			—			(587.5	)		—
Changes in assets and liabilities:
Trade accounts receivable		—			15.8			(0.2	)		(2.2	)		—			13.4
Other current and long-term assets		(16.1	)		41.9			(17.5	)		5.1			0.7			14.1
Trade accounts payable		—			1.1			(5.8	)		0.7			—			(4.0	)
Other current and long-term liabilities		55.0			(65.6	)		0.6			2.0			—			(8.0	)
Cash provided by (used in) operating activities of continuing operations	$	573.4		$	189.4		$	10.0		$	65.8		$	(586.8	)	$	251.8
Cash used in operating activities of discontinued operations		—			—			—			(6.8	)		(0.7	)		(7.5	)
Cash provided by (used in) operating activities	$	573.4		$	189.4		$	10.0		$	59.0		$	(587.5	)	$	244.3
Cash flows from investing activities:
Capital expenditures for property and equipment		—			(39.7	)		(10.0	)		(6.6	)		—			(56.3	)
Investments in trading securities		—			(0.2	)		—			—			—			(0.2	)
Proceeds from sale of trading securities		—			0.7			—			—			—			0.7
Investments in available-for-sale securities		—			(8.4	)		—			—			—			(8.4	)
Proceeds from redemption of investments in available-for-sale securities		23.5			6.2			—			—			—			29.7

F-42

TRANSUNION CORP. AND SUBSIDIARIES

Consolidating Statement of Cash Flows—Continued

For the Twelve Months Ended December 31, 2009

(in millions)

	Parent TransUnion Corp.			Issuers Trans Union LLC and TransUnion Financing Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Investments in held-to-maturity securities		(268.8	)		—			—			(5.4	)		—		(274.2	)
Proceeds from held-to-maturity securities		269.0			—			—			6.0			—		275.0
Acquisitions and purchases of noncontrolling interests, net of cash acquired		—			(101.0	)		—			(0.3	)		—		(101.3	)
Other		—			0.3			—			—			—		0.3
Cash provided by (used in) investing activities	$	23.7		$	(142.1	)	$	(10.0	)	$	(6.3	)	$	—	$	(134.7	)
Cash flows from financing activities:
Proceeds from secured line of credit		106.4			—			—			—			—		106.4
Repayments of secured line of credit		(17.3	)		—			—			—			—		(17.3	)
Repayments of other debt		—			(0.5	)		—			—			—		(0.5	)
Proceeds from senior unsecured credit facility		—			500.0			—			—			—		500.0
Treasury stock purchases		(907.2	)		—			—			—			—		(907.2	)
Debt financing fees		—			(11.1	)		—			—			—		(11.1	)
Dividends to parent		—			(535.7	)		—			(51.8	)		587.5		—
Distributions to noncontrolling interests		—			—			—			(7.6	)		—		(7.6	)
Cash provided by (used in) financing activities	$	(818.1	)	$	(47.3	)	$	—		$	(59.4	)	$	587.5	$	(337.3	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			4.0			—		4.0
Net change in cash and cash equivalents	$	(221.0	)	$	—		$	—		$	(2.7	)	$	—	$	(223.7	)
Cash and cash equivalents, beginning of period, including cash of discontinued operations of $16.8		323.4			—			—			49.4			—		372.8
Cash and cash equivalents, end of period, including cash of discontinued operations of $11.6 million in discontinued operations	$	102.4		$	—		$	—		$	46.7		$	—	$	149.1

F-43

TRANSUNION CORP. AND SUBSIDIARIES

Consolidating Statement of Cash Flows

For the Twelve Months Ended December 31, 2008

(in millions)

	Parent TransUnion Corp.			Issuers Trans Union LLC and TransUnion Financing Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	109.3		$	102.0		$	7.0		$	44.2		$	(144.0	)	$	118.5
Less: income (loss) from discontinued operations, net of tax		—			—			—			(15.9	)		—			(15.9	)
Income from continuing operations	$	109.3		$	102.0		$	7.0		$	60.1		$	(144.0	)	$	134.4
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		—			63.2			17.4			5.1			—			85.7
Stock-based incentive compensation		—			16.4			—			—			—			16.4
Deferred taxes		0.5			15.8			1.7			0.7			—			18.7
Provision for losses on trade accounts receivable		—			3.5			0.2			0.3			—			4.0
Impairment of investments		5.1			1.9			0.7			—			—			7.7
Gain on sale or exchange of property		—			(0.3	)		—			0.2			—			(0.1	)
Other		(0.1	)		(1.4	)		(0.1	)		0.5			(0.1	)		(1.2	)
Equity in net (income) loss from subsidiaries		(102.0	)		(42.0	)		—			—			144.0			—
Dividends received from subsidiaries		210.2			83.4			—			—			(293.6	)		—
Changes in assets and liabilities:
Trade accounts receivable		2.7			22.7			(8.2	)		1.2			—			18.4
Other current and long-term assets		(19.3	)		6.6			(2.0	)		(7.6	)		1.7			(20.6	)
Trade accounts payable		—			(7.0	)		(0.3	)		(0.3	)		—			(7.6	)
Other current and long-term liabilities		—			(25.3	)		(2.3	)		2.7			(0.5	)		(25.4	)
Cash provided by (used in) operating activities of continuing operations	$	206.4		$	239.5		$	14.1		$	62.9		$	(292.5	)	$	230.4
Cash used in operating activities of discontinued operations		—			—			—			(8.8	)		(1.2	)		(10.0	)
Cash provided by (used in) operating activities	$	206.4		$	239.5		$	14.1		$	54.1		$	(239.7	)	$	220.4
Cash flows from investing activities:
Capital expenditures for property and equipment		—			(72.2	)		(14.1	)		(7.2	)		—			(93.5	)
Investments in available-for-sale securities		(1,618.8	)		(1.9	)		—			—			—			(1,620.7	)
Proceeds from redemption of investments in available-for-sale securities		1,656.6			1.4			—			—			—			1,658.0

F-44

TRANSUNION CORP. AND SUBSIDIARIES

Consolidating Statement of Cash Flows—Continued

For the Twelve Months Ended December 31, 2008

(in millions)

	Parent TransUnion Corp.			Issuers Trans Union LLC and TransUnion Financing Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Investments in held-to-maturity securities		(14.8	)		—			—			(3.9	)		—			(18.7	)
Proceeds from held-to-maturity securities		200.4			—			—			2.6			—			203.0
Proceeds from sale of assets of discontinued operations		—			—			—			42.0			—			42.0
Proceeds from intercompany notes receivable		—			43.0			—			—			(43.0	)		—
Acquisitions and purchases of noncontrolling interests, net of cash acquired		—			—			—			(1.3	)		—			(1.3	)
Other		—			0.8			—			(0.2	)		—			0.6
Cash provided by (used in) investing activities	$	223.4		$	(28.9	)	$	(14.1	)	$	32.0		$	(43.0	)	$	169.4
Cash flows from financing activities:
Repayments of other debt		—			(0.4	)		—			(43.0	)		43.0			(0.4	)
Treasury stock purchases		(416.9	)		—			—			—			—			(416.9	)
Dividends to parent		—			(210.2	)		—			(83.4	)		293.6			—
Distributions to noncontrolling interests		—			—			—			(7.8	)		—			(7.8	)
Other		(0.1	)		—			—			0.8			0.1			0.8
Cash provided by (used in) financing activities	$	(417.0	)	$	(210.6	)	$	—		$	(133.4	)	$	336.7		$	(424.3	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(7.6	)		—			(7.6	)
Net change in cash and cash equivalents	$	12.8		$	—		$	—		$	(54.9	)	$	—		$	(42.1	)
Cash and cash equivalents, beginning of period, including cash of discontinued operations of $33.0		310.6			—			—			104.3			—			414.9
Cash and cash equivalents, end of period, including cash of discontinued operations of $16.8 million in discontinued operations	$	323.4		$	—		$	—		$	49.4		$	—		$	372.8

F-45

TRANSUNION CORP.

Schedule II—Valuation and Qualifying Accounts

(in millions)	Balance at Beginning of Year		Charged to Costs and Expenses		Charged to Other Accounts			Deductions(1)			Balance at End of Year
Allowance for doubtful accounts(2):
Year ended December 31,
2010	$	2.5	$	1.5	$	—		$	(2.3	)	$	1.7
2009		6.5		2.0		(1.2	)		(4.8	)		2.5
2008		3.4		4.0		—			(0.9	)		6.5
Allowance for deferred tax assets(2):
2010	$	3.0	$	9.9	$	—		$	(0.1	)	$	12.8
2009		2.5		0.7		—			(0.2	)		3.0
2008		—		2.5		—			—			2.5

⁽¹⁾ For the allowance for doubtful accounts, includes write-offs of uncollectable accounts.

⁽²⁾ Excludes discontinued operations.

F-46

Trans Union LLC

TransUnion Financing Corporation

Exchange Offer for

11 ³/8% Senior Notes due 2018

PROSPECTUS

                    , 2011

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Delaware law authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties. Our certificate of incorporation includes a provision that eliminates, to the fullest extent permitted by Delaware law, the personal liability of a director to our company or our stockholders for monetary damages for any breach of fiduciary duty as a director. Subject to certain limitations, our bylaws provides that we must indemnify our directors and executive officers to the fullest extent permitted by Delaware law.

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits.

See the Exhibit Index beginning on page E-1, which follows the signature pages hereof and is incorporated herein by reference.

(b) Financial Statement Schedules.

Schedules have been omitted because the information required to be set forth therein is shown in the consolidated financial statements or notes thereto.

Item 22. Undertakings.

(a) Each of the undersigned hereby undertakes:

(i) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(A) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(B) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated

II-1

maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the change in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.;

(C) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(ii) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(iii) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) That, for the purpose of determining liability under the Securities Act to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(c) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(d) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has

II-2

been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(e) Each of the undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois, on March 1, 2011.

TRANSUNION CORP.
By:	/s/  Samuel A. Hamood
	Name:	Samuel A. Hamood
	Title:	Executive Vice President & Chief Financial Officer

II-4

POWER OF ATTORNEY

We, the undersigned directors and officers of TransUnion Corp., do hereby constitute and appoint Samuel A. Hamood and John W. Blenke, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable TransUnion Corp. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Siddharth N. (Bobby) Mehta         Siddharth N. (Bobby) Mehta	Director, President & Chief Executive Officer (Principal Executive Officer)	March 1, 2011
/s/    Samuel A. Hamood         Samuel A. Hamood	Executive Vice President & Chief Financial Officer (Principal Financial Officer)	March 1, 2011
/s/    Gordon E. Schaechterle         Gordon E. Schaechterle	Group Vice President & Chief Accounting Officer (Principal Accounting Officer)	March 1, 2011
/s/    John A. Canning, Jr.         John A. Canning, Jr.	Director	March 1, 2011
/s/    Timothy M. Hurd         Timothy M. Hurd	Director	March 1, 2011
/s/    Vahe A. Dombalagian         Vahe A. Dombalagian	Director	March 1, 2011
/s/    Edward M. Magnus         Edward M. Magnus	Director	March 1, 2011
/s/    Nigel W. Morris         Nigel W. Morris	Director	March 1, 2011
/s/    Penny Pritzker         Penny Pritzker	Director, Non-Executive Chairman of the Board of Directors	March 1, 2011
/s/    Matthew A. Carey         Matthew A. Carey	Director	March 1, 2011
/s/    Renu S. Karnad         Renu S. Karnad	Director	March 1, 2011

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois, on March 1, 2011.

DIVERSIFIED DATA DEVELOPMENT CORPORATION
By:	/s/  Samuel A. Hamood
	Name:	Samuel A. Hamood
	Title:	Director, Executive Vice President and Chief Financial Officer

II-6

POWER OF ATTORNEY

We, the undersigned directors or managers and officers of Diversified Data Development Corporation, do hereby constitute and appoint Samuel A. Hamood and John W. Blenke, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors or managers and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Diversified Data Development Corporation to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Jeffrey J. Hellinga         Jeffrey J. Hellinga	President (Principal Executive Officer)	March 1, 2011
/s/    Samuel A. Hamood         Samuel A. Hamood	Director, Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 1, 2011
/s/    Gordon E. Schaechterle         Gordon E. Schaechterle	Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	March 1, 2011
/s/    Siddharth N. (Bobby) Mehta         Siddharth N. (Bobby) Mehta	Director and Chairman	March 1, 2011
/s/    John W. Blenke         John W. Blenke	Director, Vice President and Secretary	March 1, 2011

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois, on March 1, 2011.

TRANSUNION HEALTHCARE, LLC
By:	/s/  Samuel A. Hamood
	Name:	Samuel A. Hamood
	Title:	Executive Vice President and Chief Financial Officer

II-8

POWER OF ATTORNEY

We, the undersigned directors or managers and officers of TransUnion Healthcare, LLC do hereby constitute and appoint Samuel A. Hamood and John W. Blenke, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors or managers and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable TransUnion Healthcare, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Jeffrey J. Hellinga         Jeffrey J. Hellinga	President (Principal Executive Officer)	March 1, 2011
/s/    Samuel A. Hamood         Samuel A. Hamood	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 1, 2011
/s/    Gordon E. Schaechterle         Gordon E. Schaechterle	Vice President, Chief Account Officer and Controller (Principal Accounting Officer)	March 1, 2011
/s/    John W. Blenke         John W. Blenke	Manager, Executive Vice President and Secretary	March 1, 2011

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois, on March 1, 2011.

TRANS UNION LLC
By:	/s/ Samuel A. Hamood
	Name:	Samuel A. Hamood
	Title:	Manager, Executive Vice President and Chief Financial Officer

II-10

POWER OF ATTORNEY

We, the undersigned directors or managers and officers of Trans Union LLC, do hereby constitute and appoint Samuel A. Hamood and John W. Blenke, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors or managers and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Trans Union LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Siddharth N. (Bobby) Mehta         Siddharth N. (Bobby) Mehta	Manager, Chairman, President, and Chief Executive Officer (Principal Executive Officer)	March 1, 2011
/s/    Samuel A. Hamood         Samuel A. Hamood	Manager, Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 1, 2011
/s/    Gordon E. Schaechterle         Gordon E. Schaechterle	Group Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 1, 2011
/s/    John W. Blenke         John W. Blenke	Manager, Executive Vice President, Corporate General Counsel and Secretary	March 1, 2011

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois, on March 1, 2011.

TRANSUNION INTERACTIVE, INC.
By:	/s/ Samuel A. Hamood
	Name:	Samuel A. Hamood
	Title:	Director, Executive Vice President and Chief Financial Officer

II-12

POWER OF ATTORNEY

We, the undersigned directors or managers and officers of TransUnion Interactive, Inc., do hereby constitute and appoint Samuel A. Hamood and John W. Blenke, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors or managers and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable TransUnion Interactive, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    John T. Danaher         John T. Danaher	Director and President (Principal Executive Officer)	March 1, 2011
/s/    Samuel A. Hamood         Samuel A. Hamood	Director, Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 1, 2011
/s/    Gordon E. Schaechterle         Gordon E. Schaechterle	Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 1, 2011
/s/    Mark W. Marinko         Mark W. Marinko	Director and Chairman	March 1, 2011
/s/    John W. Blenke         John W. Blenke	Director, Executive Vice President and Secretary	March 1, 2011

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois, on March 1, 2011.

TRANSUNION FINANCING CORPORATION
By:	/s/    Samuel A. Hamood
	Name:  Samuel A. Hamood
	Title:    Director, Executive Vice President,              Chief Financial Officer and Treasurer

II-14

POWER OF ATTORNEY

We, the undersigned directors or managers and officers of TransUnion Financing Corporation, do hereby constitute and appoint Samuel A. Hamood and John W. Blenke, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors or managers and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable TransUnion Financing Corporation to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Siddharth N. (Bobby) Mehta         Siddharth N. (Bobby) Mehta	Director, Chairman, President and Chief Executive Officer (Principal Executive Officer)	March 1, 2011
/s/    Samuel A. Hamood         Samuel A. Hamood	Director, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	March 1, 2011
/s/    John W. Blenke         John W. Blenke	Director, Executive Vice President, Corporate General Counsel and Secretary	March 1, 2011

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois, on March 1, 2011.

TRANSUNION RENTAL SCREENING SOLUTIONS, INC.
By:	/s/ Samuel A. Hamood
	Name:	Samuel A. Hamood
	Title:	Director, Executive Vice President and Chief Financial Officer

II-16

POWER OF ATTORNEY

We, the undersigned directors or managers and officers of TransUnion Rental Screening Solutions, Inc., do hereby constitute and appoint Samuel A. Hamood and John W. Blenke, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors or managers and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable TransUnion Rental Screening Solutions, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael J. Mauseth Michael J. Mauseth	President (Principal Executive Officer)	March 1, 2011
/s/ Samuel A. Hamood Samuel A. Hamood	Director, Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 1, 2011
/s/ Gordon E. Schaechterle Gordon E. Schaechterle	Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	March 1, 2011
/s/ Jeffrey Hellinga Jeffrey Hellinga	Director and Chairman	March 1, 2011
/s/ John W. Blenke John W. Blenke	Director, Vice President and Assistant Secretary	March 1, 2011
/s/ Siddharth N. (Bobby) Mehta Siddharth N. (Bobby) Mehta	Director	March 1, 2011

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois, on March 1, 2011.

TRANSUNION TELEDATA, LLC
By:	/s/ Samuel A. Hamood
	Name:	Samuel A. Hamood
	Title:	Manager, Executive Vice President and Chief Financial Officer

II-18

POWER OF ATTORNEY

We, the undersigned directors or managers and officers of TransUnion Teledata, LLC, do hereby constitute and appoint Samuel A. Hamood and John W. Blenke, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors or managers and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable TransUnion Teledata, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Jeffrey J. Hellinga         Jeffrey J. Hellinga	President (Principal Executive Officer)	March 1, 2011
/s/    Samuel A. Hamood         Samuel A. Hamood	Manager, Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 1, 2011
/s/    Gordon E. Schaechterle         Gordon E. Schaechterle	Vice President—Chief Accounting Officer (Principal Accounting Officer)	March 1, 2011
/s/    John W. Blenke         John W. Blenke	Manager, Executive Vice President and Secretary	March 1, 2011
/s/    Siddharth N. (Bobby) Mehta         Siddharth N. (Bobby) Mehta	Manager	March 1, 2011

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois, on March 1, 2011.

VISIONARY SYSTEMS, INC.
By:	/s/    Samuel A. Hamood
	Name:  Samuel A. Hamood
	Title:    Director and Vice President

II-20

POWER OF ATTORNEY

We, the undersigned directors or managers and officers of Visionary Systems, Inc., do hereby constitute and appoint Samuel A. Hamood and John W. Blenke, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors or managers and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Visionary Systems, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Jeffrey J. Hellinga         Jeffrey J. Hellinga	Director and President (Principal Executive Officer)	March 1, 2011
/s/    Gordon E. Schaechterle         Gordon E. Schaechterle	Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	March 1, 2011
/s/    Siddharth N. (Bobby) Mehta         Siddharth N. (Bobby) Mehta	Director and Chairman	March 1, 2011
/s/    John W. Blenke         John W. Blenke	Director, Vice President and Assistant Secretary	March 1, 2011
/s/    Samuel A. Hamood         Samuel A. Hamood	Director and Vice President	March 1, 2011

II-21

EXHIBIT INDEX

Exhibit Number	Exhibit Description
3.1	Certificate of Incorporation of TransUnion Corp.
3.2	Bylaws of TransUnion Corp.
3.3	Certificate of Formation of Trans Union LLC
3.4	Amended and Restated Limited Liability Company Agreement of Trans Union LLC
3.5	Certificate of Incorporation of TransUnion Financing Corporation
3.6	Bylaws of TransUnion Financing Corporation
3.7	Amended and Restated Articles of Incorporation of Diversified Data Development Corporation
3.8	Amended and Restated Bylaws of Diversified Data Development Corporation
3.9	Certificate of Formation of TransUnion Healthcare, LLC
3.10	Limited Liability Company Agreement of TransUnion Healthcare, LLC
3.11	Certificate of Incorporation of TransUnion Interactive, Inc.
3.12	Bylaws of TransUnion Interactive, Inc.
3.13	Amended and Restated Certificate of Incorporation of TransUnion Rental Screening Solutions, Inc.
3.14	Bylaws of TransUnion Rental Screening Solutions, Inc.
3.15	Articles of Organization of TransUnion Teledata LLC
3.16	Articles of Incorporation of Visionary Systems, Inc.
3.17	Bylaws of Visionary Systems, Inc.
4.1	Indenture, dated June 15, 2010, among Trans Union LLC, TransUnion Financing Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee
4.2	Form of 11 3/8% Senior Note due 2018, Series B
4.3	Registration Rights Agreement, dated June 15, 2010, among Trans Union LLC, TransUnion Financing Corporation, the guarantors party thereto and J.P. Morgan Securities, Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc., as representatives of the initial purchasers named therein
5.1	Opinion of Latham & Watkins LLP
5.2	Opinion of Nelson Mullins Riley & Scarborough LLP
5.3	Opinion of Arnold Gallagher Percell Roberts & Potter, P.C.
10.1	Amended and Restated Credit Agreement, dated February 10, 2011, among TransUnion Corp., Trans Union LLC, the guarantors party thereto, Deutsche Bank Trust Company Americas, as administrative and collateral agent, Deutsche Bank Trust Company Americas, as L/C issuer and swing line lender, the other lenders party thereto, Bank of America, N.A., as syndication agent, Credit Suisse Securities (USA) LLC and SunTrust Bank as TL documentation agents, U.S. Bank National Association, as RC documentation agent, the Governor and Company of The Bank Of Ireland, as senior managing agent and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner and Smith and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunners

E-1

Exhibit Number	Exhibit Description
10.2	Amended and Restated TransUnion Corp. 2010 Management Equity Plan
10.3	Form of Amended and Restated TransUnion Corp. 2010 Management Equity Plan Director Stock Option Agreement
10.4	Form of Amended and Restated TransUnion Corp. 2010 Management Equity Plan Stock Management Option Agreement
10.5	Form of Severance and Restrictive Covenant Agreement
10.6	Employment Agreement, dated October 3, 2007, between TransUnion Corp. and Siddharth N. Mehta
10.7	TransUnion Corp. 2010 U.S. Stockholders’ Agreement, dated June 15, 2010, among TransUnion Corp. and the stockholders party thereto
10.8	TransUnion Corp. 2010 Non-U.S. Stockholders’ Agreement, dated June 15, 2010, among TransUnion Corp. and the stockholders party thereto
10.9	TransUnion Corp. Management Stockholders’ Agreement, dated June 15, 2010, among TransUnion Corp. and the stockholders party thereto
10.10	TransUnion Corp. Registration Rights Agreement, dated June 15, 2010, among TransUnion Corp. and the stockholders party thereto
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges
21.1	Subsidiaries of TransUnion Corp.
23.1	Consent of Ernst & Young LLP
23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.3	Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.2)
23.4	Consent of Arnold Gallagher Percell Roberts & Potter, P.C. (included in Exhibit 5.3)
24.1	Powers of Attorney (included in signature pages hereto)
25.1	Statement of Eligibility on Form T-1 of Wells Fargo Bank, National Association
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
99.4	Form of Letter to Beneficial Owners
99.5	Form of Letter to Clients

E-2

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

TRANSUNION CORP.

ARTICLE ONE

NAME

The name of the corporation is TransUnion Corp.

ARTICLE TWO

ADDRESS OF REGISTERED AGENT

The address of the corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

PURPOSE

The nature of the business or the purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as the same may be amended from time to time (the “DGCL”).

ARTICLE FOUR

CAPITAL STOCK

(a) Designation and Amount. The total number of shares of stock which the corporation has authority to issue is 200,000,000 shares, consisting of 180,000,000 shares of Common Stock, with a par value of $0.01 per share, and 20,000,000 shares of Preferred Stock, with a par value of $0.01 per share.

(b) Preferred Stock. The board of directors of the corporation is authorized by resolution or resolutions thereof, subject to the limitations prescribed by law and the provisions of this certificate of incorporation, to provide for the issuance of shares of the Preferred Stock or to provide for the issuance of shares of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series and to fix the designations, voting powers (if any), preferences, rights and qualifications, limitations or restrictions of the shares of the Preferred Stock of each such series.

(c) Common Stock.

(i) Series of Common Stock. Of the 180,000,000 shares of Common Stock that the corporation is authorized to issue, 170,000,000 shares shall be Voting Common Stock and 10,000,000 shares shall be Non-Voting Common Stock.

(ii) Rights of the Common Stock. Except as set forth in Article 4(c)(iii) and (iv) below, the Voting Common Stock and the Non-Voting Common Stock shall have the same rights and preferences and shall be treated as one class of Common Stock. Whenever dividends

upon the Preferred Stock, to the extent such stock may be entitled thereto, shall have been paid or declared and set apart for payment, the board of directors may declare a dividend upon the Common Stock out of the unrestricted and unreserved surplus of the corporation. The holders of the Voting Common Stock and the Non-Voting Common Stock shall share ratably in any such dividend in proportion to the number of shares of Voting Common Stock and Non-Voting Common Stock held by each such holder. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, and after the payment of any preferential amounts to be distributed to the holders of Preferred Stock, the remaining assets of the corporation shall be distributed ratably among the holders of the Voting Common Stock and Non-Voting Common Stock in proportion to the number of shares held by each such holder.

(iii) Voting Rights. Except as otherwise provided by the DGCL, by this certificate of incorporation or any amendments hereto, or by resolutions adopted by the board of directors providing for the issuance of Preferred Stock, all of the voting power of the corporation shall be vested in the holders of the Voting Common Stock, and each holder of Voting Common Stock shall have one (1) vote for each share of Voting Common Stock held by such holder on all matters voted upon by the stockholders. The Non-Voting Common Stock shall not have any voting power, except as otherwise required by the DGCL.

(iv) Conversion.

(A) Conversion of Non-Voting Common Stock. At any time following the first to occur of a Sale of the Corporation or a consummation of the corporation’s IPO, each holder of Non-Voting Common Stock shall be entitled at any time to convert any or all of the shares of such holder’s Non-Voting Common Stock into an equal number of shares of Voting Common Stock. “Sale of the Corporation” means any transaction or series of related transactions (including any merger or consolidation) that results in any person or group of related persons becoming the beneficial owner of more than fifty percent (50%) of the capital stock of the corporation entitled to vote in the election of directors under ordinary circumstances, measured with respect to voting power, in each case, where such transaction or series of related transactions; provided, however, that the consummation of the purchase and sale transactions contemplated by that certain Stock Purchase Agreement, dated as of April 28, 2010, as amended from time to time, by and among the Corporation, MDCPVI TU Holdings, LLC and the other parties thereto, shall not be deemed to be a Sale of the Corporation. “IPO” means the first offering by the corporation of its equity securities to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, or any other comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

(B) Conversion Procedure.

(1) Each holder of shares of Non-Voting Common Stock may effect the conversion of such shares into shares of Voting Common Stock in accordance with Article 4(c)(iv)(A) by the surrender of the certificate or certificates representing the shares to be converted at the principal office of the corporation at any time during normal business hours, together with a written notice by such holder stating that such holder desires to convert the shares represented by the certificate or certificates so surrendered, or a stated number of shares to be surrendered out of the certificate or certificates so surrendered, of such Non-Voting Common Stock represented by such certificate or certificates into shares of Voting Common Stock. Each

conversion shall be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of the holder of the converted Non-Voting Common Stock as such holder shall cease, and the person or persons in whose name or names the certificate or certificates for shares of Voting Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Voting Common Stock represented thereby.

(2) Promptly after the surrender of certificates and the receipt of written notice, the corporation shall issue and deliver in accordance with the surrendering holder’s instructions (a) the certificate or certificates representing the Voting Common Stock issuable upon such conversion, and (b) a certificate representing any Non-Voting Common Stock which was represented by the certificate or certificates delivered to the corporation in connection with such conversion but which was not converted.

(3) The issuance of certificates for Voting Common Stock upon conversion of Non-Voting Common Stock shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the corporation in connection with such conversion and the related issuance of Voting Common Stock.

(4) The corporation shall at all times reserve and keep available out of its authorized but unissued shares of Voting Common Stock, solely for the purpose of issuance upon the conversion of the Non-Voting Common Stock, such number of shares of Voting Common Stock issuable upon the conversion of all outstanding shares of Non-Voting Common Stock. All shares of Voting Common Stock that are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The corporation shall take all such actions as may be necessary to assure that all such shares of Voting Common Stock may be so issued without violation of any applicable law or governmental regulation, or any requirements of any securities exchange upon which shares of Voting Common Stock may be listed (except for official notice of issuance which shall be immediately transmitted by the corporation upon issuance).

(5) The corporation shall not close its books against the transfer of shares of Voting Common Stock in any manner that would interfere with the timely conversion of any shares of Non-Voting Common Stock. The corporation shall assist and cooperate with any holder of Non-Voting Common Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Non-Voting Common Stock hereunder (including, without limitation, making any filings required to be made by the corporation).

(C) Stock Splits. If the corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock shall be proportionately subdivided or combined in a similar manner.

ARTICLE FIVE

EXISTENCE

The corporation is to have perpetual existence.

ARTICLE SIX

BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the bylaws of the corporation.

ARTICLE SEVEN

MEETINGS OF STOCKHOLDERS

Meetings of stockholders may be held within or without the State of Delaware, as the bylaws of the corporation may provide. The books of the corporation may be kept within or without the State of Delaware. Election of directors need not be by written ballot unless the bylaws of the corporation so provide.

ARTICLE EIGHT

INDEMNIFICATION AND EXCULPATION

(a) Nature of Indemnity. Each person (a “Covered Person”) who was or is a party or is threatened to be made a party to, or is involved in, any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “proceeding”), by reason of the fact that he or she (or a person of whom he or she is the legal representative), is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is an alleged action in an official capacity as a director, officer, employee, fiduciary or agent, or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all cost, expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding, judgments, fines, Employee Retirement Income Security Act of 1974, as amended, excise taxes or penalties and amounts paid or to be paid in settlement) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) of this Article Eight, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article Eight shall be a contract right and, subject to paragraphs (b) and (d) of this Article Eight, shall include the right to payment by the corporation of the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of the board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b) Procedure for Indemnification of Covered Persons. Any indemnification of a Covered Person under paragraph (a) of this Article Eight or advance of expenses under paragraph (d) of this Article Eight shall be made promptly, and in any event within thirty (30)

days, upon the written request of the Covered Person; provided, that a claim for indemnification shall only be made following the final disposition of a proceeding; provided, further, that no payment of any indemnification claim shall be made prior to the approval of such payment by the board of directors. If the indemnification of a Covered Person is subject to authorization of the board of directors of the corporation pursuant to paragraph (a) of this Article Eight, and the corporation fails to respond within thirty (30) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article Eight shall be enforceable by the Covered Person in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation to the fullest extent permitted by law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standard of conduct that make it permissible under the DGCL for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, stockholders or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the corporation (including its board of directors, its stockholders or its independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c) Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, representative, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article Eight.

(d) Expenses. Expenses incurred by any person described in paragraph (a) of this Article Eight in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation unless otherwise determined by the board of directors in the specific case not to require such an undertaking. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

(e) Employees and Agents. Persons who are not covered by the foregoing provisions of this Article Eight and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time, or from time to time, by the board of directors.

(f) Contract Rights. The provisions of this Article Eight shall be deemed to be a contract right between the corporation and each Covered Person who serves in any such capacity at any time while this Article Eight and the relevant provisions of the DGCL or other applicable law are in effect, and any repeal or modification of this Article Eight or any such provisions of the DGCL or other law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

(g) Merger or Consolidation. For purposes of this Article Eight, references to “the corporation” shall include, in addition to the corporation, any surviving or resulting corporation from any merger or consolidation involving the corporation, including any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, representative, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, representative, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article Eight with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

(h) Exculpation. To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide more extensive exculpation rights than said law permitted the corporation to provide prior to such amendment), a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director.

(i) Nonexclusivity of Article Eight. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article Eight shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, any provision of this certificate of incorporation, the bylaws of the corporation or any agreement, or pursuant to the vote of stockholders or disinterested directors or otherwise.

ARTICLE NINE

BUSINESS COMBINATIONS

The corporation expressly elects not to be governed by Section 203 of the DGCL.

ARTICLE TEN

AMENDMENTS

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein, and by the laws of the State of Delaware, and all rights conferred upon stockholders, directors or other persons by or pursuant to this certificate of incorporation in its present form or as hereafter amended are granted subject to this reservation.

EX-3.2

Exhibit 3.2

BYLAWS

OF

TRANSUNION CORP.

A Delaware corporation

Adopted as of June 15, 2010

ARTICLE I

OFFICES

Section 1. Registered Office. The address of the corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware. The name of its registered agent at such address is Corporation Service Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation or at such other time as shall be determined by the board of directors for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided, that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than a majority of the votes at the meeting, such written request shall state the purpose or purposes of the meeting and shall be delivered to the president.

Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special

meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, at least ten (10) days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the outstanding shares of voting common stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of such shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares of voting common stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

- 2 -

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto, and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of voting common stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11. Organization. Meetings of the stockholders shall be presided over by the chairman of the board of directors, if any, or in his or her absence by the president, or in his or her absence by a vice president, or in the absence of the foregoing persons by a chairperson designated by the board of directors, or in the absence of such designation by a chairperson chosen at the meeting. The secretary of the corporation shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 12. Inspectors of Election. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and

- 3 -

counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 13. Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The board of directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the board of directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the board of directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the board of directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 14. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60)

- 4 -

days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the first board shall be three (3). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president on at least twenty-four (24) hours notice to each director, either personally, by telephone, telecopier, mail, or other means of electronic transmission.

- 5 -

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Organization. Meetings of the board of directors shall be presided over by the chairman of the board of directors, if any, or in his or her absence by the vice chairman of the board of directors, if any, or in his or her absence by the president, or in his or her absence by a chairperson chosen at the meeting. The secretary of the corporation shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 9. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these bylaws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 10. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 11. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and communicate with each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 12. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to

- 6 -

have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 13. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and may consist of a president, one or more vice-presidents, secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The officers shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. Chairman of the Board of Directors. The chairman of the board of directors, when present, shall preside at all meetings of the stockholders and at all meetings of the board of directors. The chairman of the board of directors shall perform other duties

- 7 -

commonly incident to his or her office and shall also perform such other duties and have such other powers, as the board of directors shall designate from time to time.

Section 7. The President. The president shall be the chief executive officer of the corporation; shall, in the absence or disability of the chairman of the board of directors and the vice chairman of the board of directors, if any, preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these bylaws.

Section 8. Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or by the president, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these bylaws may, from time to time, prescribe.

Section 9. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these bylaws or by law; shall have such powers and perform such duties as the board of directors, the president or these bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 10. The Treasurer and Assistant Treasurers. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the

- 8 -

board of directors, the president or these bylaws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 11. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 12. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person (a “Covered Person”) who was or is made a party or is threatened to be made a party to, or is involved in, any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she (or a person of whom he is the legal representative), is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is an alleged action in an official capacity as a director, officer, employee, fiduciary or agent, or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding, judgments, fines, Employee Retirement Income Security Act of 1974, as amended, excise taxes or penalties and amounts paid or to be paid in settlement) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by

- 9 -

the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2. Procedure for Indemnification of Covered Persons. Any indemnification of a Covered Person under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the Covered Person; provided, that a claim for indemnification shall only be made following the final disposition of a proceeding; provided, further, that no payment of any indemnification claim shall be made prior to the approval of such payment by the board of directors. If the indemnification of a Covered Person is subject to authorization of the board of directors of the corporation pursuant to Section 1 of this Article V, and the corporation fails to respond within thirty (30) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the Covered Person in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation to the fullest extent permitted by law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standard of conduct that make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, stockholders or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, stockholders or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, representative, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust

- 10 -

or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation unless otherwise determined by the board of directors in the specific case not to require such an undertaking. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time, or from time to time, by the board of directors.

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each Covered Person who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and no repeal or modification of this Article V or any such provisions of the DGCL or other applicable law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the corporation, any surviving or resulting corporation from any merger or consolidation involving the corporation, including any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, representative, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, representative, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

Section 9. Nonexclusivity of Article V. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, any provision of this certificate of incorporation, the bylaws of the corporation or any agreement, or pursuant to the vote of stockholders or disinterested directors or otherwise.

- 11 -

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice-president and by the treasurer or assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares of a specific class or series owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such president, vice-president, treasurer, assistant treasurer, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days

- 12 -

before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later determination on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as to the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

Section 4. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6. Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner to the fullest extent permitted by law. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof to the fullest extent permitted by law.

- 13 -

Section 7. Subscriptions for Stock. Subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall end on December 31 or such other date as may be fixed by resolution of the board of directors from time to time.

Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the

- 14 -

corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these bylaws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These bylaws may be amended, altered, or repealed and new bylaws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the bylaws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

- 15 -

ATTESTATION

The undersigned, being the Secretary of TransUnion Corp. does hereby certify the foregoing to be the Bylaws of the corporation duly adopted by the Board of Directors of TransUnion Corp.

/s/ John W. Blenke            

John W. Blenke

Secretary

EX-3.3

Exhibit 3.3

CERTIFICATE OF FORMATION

OF

TRANS UNION LLC

This Certificate of Formation of Trans Union LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act.

1. The name of the company is:

Trans Union LLC

2. The address of the registered office of the Company in Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805-1297. The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of the 2^nd day of December, 1998.

/s/ Suzanne M. Knoll

Suzanne M. Knoll, authorized to sign this

Certificate of Formation on behalf of the Company

CERTIFICATE OF MERGER

OF

TRANS UNION CORPORATION

INTO

TRANS UNION LLC

The undersigned limited liability company organized and existing under and by virtue of the Delaware Limited Liability Company Act,

DOES HEREBY CERTIFY:

FIRST: That the name and jurisdiction of formation or organization of each of the constituent entities of the merger is as follows:

NAME	STATE OF FORMATION
Trans Union Corporation	Delaware
Trans Union LLC	Delaware

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with the requirements of Section 264 of the Delaware General Corporation Law and Section 18-209 of the Delaware Limited Liability Company Act.

THIRD: That the name of the surviving entity in the merger is Trans Union LLC.

FOURTH: That the executed agreement of merger is on file at the principal place of business of the surviving company, the address of which is 555 West Adams, Chicago, Illinois 60661.

FIFTH: That a copy of the agreement of merger will be furnished by the surviving entity, on request and without cost, to any stockholder of any constituent corporation or any member of any constituent limited liability company.

SIXTH: That the effective date and time of the merger shall be December 31, 1998, at 11:50 p.m. Eastern Standard Time.

IN WITNESS WHEREOF, the undersigned has executed this Certificate this 3 day of December, 1998.

TRANS UNION LLC, a Delaware limited liability company
By:	/s/ R.C. Gluth
	R.C. Gluth, Vice President

2

STATE OF DELAWARE

CERTIFICATE OF MERGER

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger:

1. The name and jurisdiction of formation of the surviving limited liability company is Trans Union LLC, a Delaware limited liability company, and the names and jurisdictions of formation or organization of the limited liability companies being merged into Trans Union LLC, the surviving limited liability company, are as follows:

(a) Will County Investors, L.L.C., an Illinois limited liability company

(b) Oregon TU Investors, L.L.C., a Delaware limited liability company

(c) CML TU Investors, L.L.C., a Delaware limited liability company

(d) Leiter Property Investors, L.L.C., an Illinois limited liability company

(e) Chicago TU Investors, L.L.C., a Delaware limited liability company

(f) MB Associates, L.L.C., an Illinois limited liability company

(g) TU Investors, L.L.C., a Delaware limited liability company

(h) Roselle Property Investors, L.L.C., an Illinois limited liability company

2. The Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies.

3. The name of the surviving limited liability company is Trans Union LLC.

4. The Agreement and Plan of Merger is on file at 555 West Adams Street, Chicago, Illinois 60661, the place of business of Trans Union LLC, the surviving limited liability company.

5. A copy of the Agreement and Plan of Merger will be furnished by Trans Union LLC, the surviving limited liability company, on request and without cost, to any member of the constituent limited liability companies.

[remainder of page intentionally left blank]

1

IN WITNESS WHEREOF, Trans Union LLC, as the surviving limited liability company, has caused this Certificate of Merger to be signed by an authorized person, this 26th day of June, 2006.

TRANS UNION LLC, a Delaware limited liability company
By:	/s/ John Blenke
	Name:	John Blenke
	Title:	Executive VP & Secretary

2

CERTIFICATE AND ARTICLES OF MERGER

OF

ADS RESPONSECORP, INC.

INTO

TRANS UNION LLC

The undersigned limited liability company organized and existing under and by virtue of the Delaware Limited Liability Company Act,

DOES HEREBY CERTIFY:

FIRST: That the name and jurisdiction of formation or organization of each of the constituent entities of the merger is as follows:

NAME	STATE OF FORMATION
ADS Responsecorp, Inc	Florida
Trans Union LLC	Delaware

SECOND: That an agreement of merger between the parties to the merger and the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with the requirements and applicable provisions of Section 607.1108 of the Florida General Corporation Act and Section 18-209 of the Delaware Limited Liability Company Act

THIRD: That the name of the surviving entity in the merger is Trans Union LLC

FOURTH: That the effective date and time of the merger shall be August 31, 2007, at 11:50 p.m. Eastern Time.

FIFTH: That the executed agreement of merger is on file at the principal place of business of the surviving entity, the address of which is 555 West Adams Street, Chicago, Illinois 60661, Attention: Corporate Secretary

SIXTH: That a copy of the agreement of merger will be furnished by the surviving entity, on request and without cost, to any shareholder of any constituent corporation or any member of any constituent limited liability company

SEVENTH: The address of the principal office of the surviving entity is:

555 West Adams Street

Chicago, Illinois 60661

EIGHTH: The surviving entity has agreed to promptly pay to the dissenting shareholders of ADS Responsecorp, Inc the amount, if any, to which they are entitled pursuant to Section 607 1302 of the Florida General Corporation Act

IN WITNESS WHEREOF, the undersigned has executed this Certificate and Articles of Merger on this the 23rd day of August, 2007.

TRANS UNION LLC, a Delaware limited liability company
By:	/s/ John Blenke
	John Blenke, Executive Vice President, Corporate General Counsel and Corporate Secretary

2

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

TRANS UNION LLC

MAY 5, 2003

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

TRANS UNION LLC

TABLE OF CONTENTS

		Page
ARTICLE I			1
1.1	Definitions		1
1.2	Other Defined Terms		2
1.3	References		2
ARTICLE II			3
2.1	Organization of Company		3
2.2	Name		3
2.3	Purpose		3
2.4	Principal Office		3
2.5	Registered Agent and Registered Office		3
2.6	Certificates.		3
ARTICLE III			4
3.1	Initial Capital Contributions		4
3.2	Withdrawal; Return of Capital; Interest		4
3.3	Waiver of Appraisal Rights		4
3.4	Obligation to Make Additional Capital Contributions		4
ARTICLE IV			4
4.1	Distributions		4
4.2	Allocations		5
ARTICLE V			5
5.1	Books and Records		5
5.2	Tax Reporting		5
5.3	Tax Matters Partner		5
5.4	Tax Elections		5
5.5	Reimbursement		5
ARTICLE VI			5
6.1	Number		5
6.2	Resignation, Removal and Vacancies		5
6.3	Duties of Managers		6
6.4	Meetings		6
6.5	Annual and Regular Meetings		6
6.6	Special Meetings		6
6.7	Notice		6
6.8	Quorum and Action		6
6.9	Voting		7
6.10	Participation in Meetings by Conference Telephone		7
6.11	Unanimous Consent		7
6.12	Committees		7

6.13	Compensation	7
ARTICLE VII		7
7.1	Actions Requiring Member Approval	7
7.2	Annual Meeting	8
7.3	Special Meetings	8
7.4	Notice	8
7.5	Quorum and Action	8
7.6	Proxies	9
7.7	Vote of Members by Written Consent	9
7.8	Participation in Meetings by Conference Telephone	9
ARTICLE VIII		9
8.1	Number	9
8.2	Election	9
8.3	Compensation	9
8.4	Term	9
8.5	Duties of the Officers	10
ARTICLE IX		11
9.1	Indemnification	11
9.2	Limitation of Liability	12
ARTICLE X		12
10.1	Transfer of Units	12
10.2	Admission of New Members; Issuance of Additional Units	12
ARTICLE XI		12
11.1	Dissolution	12
11.2	Accounting	13
11.3	Winding-Up	13
11.4	Liquidating Distributions	13
ARTICLE XII		13
12.1	Amendment	13
12.2	Further Assurances	13
12.3	Waiver of Notice	14
12.4	Governing Law	14
12.5	Captions	14
12.6	Pronouns	14
12.7	Successors and Assigns	14
12.8	Severability	14
12.9	Entire Agreement	14

ii

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

TRANS UNION LLC

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated as of May 5, 2003, among Marmon Holdings, Inc., a Delaware corporation (“MHI”), as the sole Member, and any other Persons who may be admitted as members of Trans Union LLC (the “Company”) and become signatories hereto (the “Members”).

W I T N E S S E T H:

WHEREAS, Marmon Industrial Corporation, a Delaware Corporation (“MIC”), entered into a certain Limited Liability Agreement dated as of December 3, 1998 (the “Existing LLC Agreement”), pursuant to which the Company is owned and operated;

WHEREAS, on June 30, 2002 the entire membership interest in the Company was transferred to MHI; and

WHEREAS, MHI desires to amend and restate the Existing LLC Agreement in its entirety and to continue the Company for the purposes and upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, the Members agree as follows:

ARTICLE I

DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

1.1 Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below:

“Act” means the Delaware Limited Liability Company Act, as the same may be amended from time to time.

“Agreement” means this Limited Liability Company Agreement, as originally executed and as amended, modified, supplemented or restated from time to time, as the context requires.

“Capital Contribution” means, with respect to each Member, the amount of money or property contributed to the Company by such Member from time to time.

“Code” means the Internal Revenue Code of 1986, as amended, or any replacement or successor law thereto.

“Entity” means any corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other entity.

“Fiscal Year” means the twelve month period ending on December 31 of each year or such other fiscal year as the Management Committee may select in its discretion from time to time in accordance with the Code and the Regulations.

“Formation Certificate” means the Certificate of Formation of the Company as filed with the Secretary of State of Delaware, as the same may be amended or restated from time to time.

“Management Committee” means the Company’s management committee described in Section 6.1 hereof.

“Manager(s)” means the Persons selected to serve on the Management Committee, who shall be the Managers of the Company as defined in Section 18-101 of the Act.

“Members” initially means MHI and thereafter shall include Persons who are admitted to the Company as provided herein and who become signatories hereto. Exhibit A shall be amended to reflect the admission of any new Members.

“Membership Percentage” means, with respect to each Member, such Member’s percentage ownership interest in the Company based upon the number of Units owned by such Member in relation to the total number of Units issued and outstanding. The number of Units owned by each Member and each Member’s Membership Percentage shall be set forth on Exhibit A attached hereto, as the same may be amended from time to time to reflect the admission of new Members, the withdrawal of Members and the issuance of additional Units.

“Officer” has the meaning set forth in Article VIII hereof.

“Person” means any natural person or Entity.

“Regulation” or Regulations” means the proposed, temporary and final regulations promulgated by the Treasury Department pursuant to the Code, as amended from time to time.

“Transfer” means assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate, or grant an option or contractual agreement to do any of the foregoing, but shall not include any transfer to a legal representative or successor trustee.

“Unit” means a unit of membership interest in the Company, which shall entitle the Member to (i) an interest in the profits, losses, distributions, and net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as required under the Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the Act. A Unit is personal property and a Member shall have no interest in the specific assets or property of the Company.

1.2 Other Defined Terms. Capitalized terms not defined in Section 1.1 shall have the meanings set forth in the other sections of this Agreement.

1.3 References. References to an “Exhibit” or to a “Schedule” are, unless otherwise specified, to one of the exhibits or schedules attached to this Agreement, and references to an

-2-

“Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement. Each Exhibit and Schedule attached hereto and referred to herein is hereby incorporated herein by such reference.

ARTICLE II

ORGANIZATION

2.1 Organization of Company. Upon the filing of the Formation Certificate with the Secretary of State of the State of Delaware, the Company was formed as a limited liability company. Except as provided herein or in the Formation Certificate, the rights and obligations of the Members are as provided under the Act.

2.2 Name. The name of the Company is Trans Union LLC.

2.3 Purpose. The purpose of the Company is to engage in any lawful business or activity permitted by the Act.

2.4 Principal Office. The location of the Company’s principal office is 225 West Washington Street, Chicago, Illinois 60606, or such other place as the Management Committee may determine from time to time.

2.5 Registered Agent and Registered Office. The registered agent for service of process and the registered office of the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, or such other registered agent and registered office as the Management Committee may determine from time to time.

2.6 Certificates.

(a) Description. Each Member’s Units may, in the discretion of the Management Committee, be represented by a certificate or certificates in form agreed upon by the Management Committee (a “Certificate”) signed by, or in the name of the Company by, the President or a Vice President and countersigned by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company, certifying the number of Units owned by the Member in the Company.

(b) Facsimile of Signature. The signature of any Officer on a Certificate may be a facsimile. In case any Officer or Officers who have signed, or whose facsimile signature or signatures have been used on any such Certificate or Certificates, shall cease to be such Officer or Officers of the Company, whether because of death, resignation or otherwise, before such Certificate or Certificates have been issued, such Certificate or Certificates may nevertheless be adopted by the Company and be issued and delivered as though the Person or Persons who signed such Certificate or Certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such Officer or Officers of the Company.

(c) Transfer of Certificates. Certificates shall be assignable and transferable on the books of the Company only by the Person in whose name it appears on said books, or such

-3-

Person’s legal representatives. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary. In all cases of transfer, the former Certificate must be surrendered up and cancelled before a new Certificate is issued; however, in the event of loss, mutilation or destruction of a Certificate, a duplicate Certificate may be issued upon such terms as the Management Committee shall prescribe. Upon surrender to the Company or the transfer agent of the Company of a Certificate duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Company to issue a new Certificate to the Person entitled thereto, cancel the old Certificate and record the transaction upon its books, subject, however, to any restrictions or limitations on the transfer thereof which may be set forth in the Formation Certificate or referred to in the Certificate so surrendered or which may be imposed by law or by any agreement to which the holder thereof is subject, including this Agreement.

(d) Registered Members. The Company shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of a Certificate to receive distributions, and to vote or take other action as such owner, and to hold liable for calls and assessments a Person registered on its books as the owner of a Certificate, and shall not be bound to recognize any equitable or other claim to or interest in such Certificate on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act.

ARTICLE III

CAPITAL CONTRIBUTIONS; ETC.

3.1 Initial Capital Contributions. The Member has been issued 1,000 Units in exchange for an initial capital contribution of $1,000.00.

3.2 Withdrawal; Return of Capital; Interest. Except as specifically provided herein, no Member shall be entitled to any distributions from the Company or to withdraw any part of such Member’s Capital Contribution prior to the Company’s dissolution and liquidation or, when such withdrawal of capital is permitted, to demand distribution of property other than money. No Member shall be entitled to interest on its Capital Contribution.

3.3 Waiver of Appraisal Rights. Each of the Members hereby agrees that no Member shall have any appraisal rights pursuant to Section 18-210 of the Act or otherwise.

3.4 Obligation to Make Additional Capital Contributions. No Member shall be obligated to make any additional Capital Contributions to the Company.

ARTICLE IV

DISTRIBUTIONS AND ALLOCATIONS

4.1 Distributions. Subject to Section 18-607 of the Act, the timing and amount of distributions shall be determined by the Management Committee. Any distributions shall be made pro rata among the Members in accordance with their Membership Percentages.

-4-

4.2 Allocations. The profits and losses of the Company shall be allocated pro rata among the Members in accordance with their Membership Percentages.

ARTICLE V

ACCOUNTING AND ADMINISTRATIVE MATTERS

5.1 Books and Records. The Company shall maintain true, complete and correct books of account of the Company, all in accordance with generally accepted accounting principles applied on a consistent basis. The books of account shall contain particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased by the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by Persons engaged in a business of a like kind and character. In addition, the Company shall keep all records required to be kept pursuant to the Act. A Member shall, upon prior written notice and during normal business hours, have access to the information described in Sections 18-305(a)(1) through (6) of the Act, for the purpose of inspecting or, at the expense of such Member, copying the same.

5.2 Tax Reporting. The Company shall prepare, or cause to be prepared, and shall furnish to each Person who was a Member during a Fiscal Year, as soon as practicable after the close of such Fiscal Year, a Schedule Kl or such other form, if any, as shall be necessary to advise all Members relative to their investment in the Company for federal, state, local, provincial, territorial and foreign income tax reporting purposes.

5.3 Tax Matters Partner. MHI is hereby designated as the “Tax Matters Partner,” as such term is defined in Section 6231(a)(7) of the Code.

5.4 Tax Elections. All elections required or permitted to be made by the Company under any applicable tax laws shall be made by the Management Committee.

5.5 Reimbursement. The Company shall reimburse the Managers and Officers for reasonable out-of-pocket costs incurred in connection with, or allocable to, the performance of their duties under this Agreement.

ARTICLE VI

MANAGERS

6.1 Number. The minimum number of Managers which shall constitute the Management Committee shall be one. The number of Managers to constitute the Management Committee shall be decided and the Managers shall be elected at the annual or any special meeting of the Members (except as provided in Section 6.2), and each Manager elected shall hold office until such Manager’s successor is elected and qualified, or until such Manager’s earlier death, resignation or removal. Managers need not be Members.

6.2 Resignation, Removal and Vacancies. Any Manager may resign at any time by giving notice in writing or by electronic transmission to the Company. Any Manager or the entire Management Committee may be removed, with or without cause, by the affirmative vote

-5-

of Members owning a majority of the Membership Percentages. Vacancies and newly created Manager positions resulting from any increase in the authorized number of Managers may be filled by a majority of the Managers then in office, though less than a quorum, or by a sole remaining Manager, and each Manager so chosen shall hold office until such Manager’s successor is elected and qualified, or until such Manager’s earlier death, resignation or removal.

6.3 Duties of Managers. The business of the Company shall be managed by or under the direction of the Managers, who shall exercise their authority as a committee (the “Management Committee”). The Management Committee may exercise all such powers of the Company and do all such lawful acts and things as are not by the Act or this Agreement directed or required to be exercised or done by the Members.

6.4 Meetings. The Management Committee may hold meetings, both regular and special, either within or without the State of Delaware.

6.5 Annual and Regular Meetings. An annual meeting of the Management Committee shall be held immediately following the annual meeting of the Members. In the event such meeting is not held immediately following the annual meeting of the Members, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Management Committee, or as shall be specified in a written waiver signed by all of the Managers. Other regular meetings of the Management Committee shall be held at such times and places as shall be determined by the Board.

6.6 Special Meetings. Special meetings of the Management Committee may be called by the President with notice to each of the Managers as provided in Section 6.7; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two Managers.

6.7 Notice. Regular meetings of the Management Committee may be held without notice at such time and at such place as shall from time to time be determined by the Management Committee. Subject to Section 12.3, written notice specifying the date, time and place of any meeting other than a regular meeting shall be given in writing to each Manager in person or by courier, first class mail, telegram, facsimile transmission or electronic mail at such Manager’s last known address or at the facsimile number or electronic mail address provided by such Manager to the Company, not less than twenty-four (24) hours prior to the date and time designated therein for such meeting. Notice shall be deemed given when delivered in person or by courier, when transmitted by telegram, facsimile or electronic mail or two (2) days after being sent by first class mail.

6.8 Quorum and Action. At all meetings of the Management Committee, a majority of the Managers shall constitute a quorum for the transaction of business and the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Management Committee, except as may be otherwise specifically provided by the Act. If a quorum shall not be present at any meeting of the Management Committee, the Managers present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

-6-

6.9 Voting. At all meetings of the Management Committee, each Manager is to have one vote.

6.10 Participation in Meetings by Conference Telephone. Members of the Management Committee, or any committee thereof, may participate in and act at any meeting of the Management Committee, or any committee thereof, by means of conference telephone or other communications equipment by means of which all Managers participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

6.11 Unanimous Consent. Any action required or permitted to be taken at any meeting of the Management Committee, or any committee thereof, may be taken without a meeting, if all of the Managers consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of the proceedings of the Management Committee or any committee thereof.

6.12 Committees. The Management Committee may designate one or more committees, each committee to consist of one or more of the Managers, which, to the extent provided in the resolution, shall have and may exercise all the powers and authority of the Management Committee in the management of the business and affairs of the Company, including the power and authority to make distributions. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Management Committee. Each committee shall keep regular minutes of its meetings and report the same to the Management Committee when required.

6.13 Compensation. The Management Committee shall have the authority to fix the compensation of Managers. The Managers may be paid their expenses, if any, of attendance at each meeting of the Management Committee and may be paid a fixed sum for attendance at each meeting of the Management Committee or a stated fee as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees of the Management Committee may be allowed like compensation for attending committee meetings.

ARTICLE VII

MEMBERS

7.1 Actions Requiring Member Approval. The following actions shall require the affirmative approval of Members owning a majority of the Membership Percentages:

(i) the sale, exchange, lease or other disposition of all or substantially all of the property of the Company;

(ii) taking any action for the (A) commencement of a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, (B) consent to the entry of any order for relief in an involuntary case under any such law, (C) consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or of any

-7-

substantial part of the property thereof, (D) making by the Company of a general assignment for the benefit of creditors, or (E) making of any other arrangement or composition with creditors generally to modify the terms of payment of, or otherwise restructure, their obligations;

(iii) admitting new or substituted Members pursuant to Article X;

(iv) any merger of the Company with any other Entity; and

(v) except as otherwise provided in Section 11.1, dissolving or liquidating the Company.

7.2 Annual Meeting. An annual meeting of Members shall be held on the first Monday in May or, if a legal holiday, then on the next business day following, at 10:00 a.m. Such meeting shall be held within or without the State of Delaware, as determined by the Management Committee, at which meeting the Members shall elect the Managers by a plurality vote based upon their respective Membership Percentages, and transact such other business as may properly be brought before the meeting. If the election of Managers shall not be held on the day designated herein for any annual meeting, or any adjournment thereof, the Management Committee shall cause the election to be held at a meeting of the Members as soon thereafter as may be convenient.

7.3 Special Meetings. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by the Act, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Management Committee or at the request in writing of Members owning a majority of the Membership Percentages. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice. Special meetings of the Members may be held within or without the State of Delaware as determined by the Management Committee.

7.4 Notice. Subject to Section 12.3, written notice of an annual or special meeting shall be given to each Member entitled to vote thereat, not less than 10 nor more than 60 days before the date of meeting. In the case of a special meeting the purpose or purposes for which the meeting is called must be stated in the notice. Notice may be given in person, by courier, by first class United States mail, postage prepaid, by prepaid telegram, by facsimile transmission or by electronic mail, addressed to each Member at such Member’s address as it appears on the records of the Company, or at the facsimile number or electronic mail address provided by such Member to the Company. Notice shall be deemed to have been given when delivered in person or by courier, when deposited in the United States mail, or when transmitted by telegram, facsimile transmission or electronic mail.

7.5 Quorum and Action. The holders of a majority of the Membership Percentages, present in person or represented by proxy, shall constitute a quorum at all meetings of the Members for the transaction of business except as otherwise provided by the Act. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members present in person or represented by proxy, shall have the power to adjourn the meeting from time

-8-

to time, without notice other than announcement at the meeting, until a quorum shall be present or represented, at which time any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is present at any meeting, the vote of the holders of a majority of the Membership Percentages present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Act or this Agreement a different vote is required, in which case such express provision shall govern and control the decision of such question.

7.6 Proxies. Any Member may authorize, by an instrument in writing, another Person or Persons to act as proxy for such Member in any or all matters, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

7.7 Vote of Members by Written Consent. Any action required or permitted to be taken in at any annual or special meeting of the Members may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by Members owning not less than the minimum number of Membership Percentages that would be necessary to authorize or take such action at a meeting at which all Members were present and voted. The written consent shall be filed with the minutes of the proceedings of the Members.

7.8 Participation in Meetings by Conference Telephone. Members may participate in and act at any meeting of the Members by means of a conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

ARTICLE VIII

OFFICERS

8.1 Number. The Company may have officers (the “Officers”), who shall be elected by the Management Committee and may be a President, a Vice President, a Secretary and a Treasurer, Chief Financial Officer or Controller. The Management Committee may also elect a Chairman of the Management Committee, more than one Vice President, and one or more Assistant Secretaries and Assistant Treasurers. The Management Committee may elect or appoint such other Officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Management Committee. Any number of offices may be held by the same Person.

8.2 Election. The Management Committee shall elect officers annually at its first meeting after each annual meeting of Members. New officers may be created and filled and any vacancy occurring in any office may be filed at any meeting of the Management Committee.

8.3 Compensation. The Management Committee may, in its own discretion, fix the salaries of all Officers and agents of the Company, in their capacity as such.

8.4 Term. Each of the Officers of the Company shall hold office until such Officer’s successor is elected or until such Officer’s earlier death, resignation or removal. Any Officer

-9-

elected by the Management Committee may be removed at any time by the affirmative vote of a majority of the Management Committee and may resign at any time upon written notice to the Management Committee. Any vacancy occurring in any office of the Company shall be filled by the Management Committee.

8.5 Duties of the Officers. The duties and powers of the Officers shall be as follows:

Chairman of the Management Committee

The Chairman of the Management Committee, if there is one, shall preside at all regular and special meetings of the Members and the Management Committee, and shall perform such other duties as shall from time to time be assigned by the Management Committee.

President

The President shall be the chief executive officer of the Company and shall be responsible for the administration and operation of all of the business and affairs of the Company. The President shall cause to be called regular and special meetings of the Members and the Management Committee in accordance with this Agreement and, in the absence of a Chairman, shall preside at all such meetings. The President shall have the power to sign and deliver on behalf of the Company all documents and agreements. The President shall perform such other duties and have such other powers as the Management Committee may from time to time prescribe.

Vice President

The Vice President or, if there shall be more than one, the Vice Presidents in the order set forth below, shall, in the absence or disability of the President, perform the duties and exercise all the powers of the President, and be subject to all the restrictions upon the President. Unless otherwise specified by the Management Committee, the order of seniority of the Vice Presidents shall be as follows: Executive Vice President, Senior Vice Presidents (in order of election) and Vice Presidents (in order of election). The Vice Presidents shall perform such other duties and have such other powers as the Management Committee may from time to time prescribe.

Secretary

The Secretary shall attend all meetings of the Management Committee and all meetings of the Members and record the proceedings of all such meetings in a book to be kept for that purpose and shall perform like duties for the standing committees of the Management Committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Management Committee, and shall perform such other duties as the Management Committee or the President may from time to time prescribe.

Assistant Secretary

The Assistant Secretary, if there shall be one, or if there be more than one, the Assistant Secretaries in the order determined by the Management Committee (or, if there be no such determination, then in the order of their election), shall, in the absence or disability of the

-10-

Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Management Committee may from time to time prescribe.

Treasurer

The Treasurer shall have the custody of the funds and securities of the Company and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all monies and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Management Committee.

The Treasurer shall disburse the funds of the Company as may be ordered by the Management Committee, taking proper vouchers for such disbursements, and shall render to the President and the Management Committee at its regular meetings, or when the Management Committee so requires, an account of all of his or her transactions as Treasurer and of the financial condition of the Company.

If required by the Management Committee, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Management Committee for the faithful performance of the duties of the office of Treasurer and for the restoration to the Management Committee, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money or other property of whatever kind in the possession or under the control of the Treasurer belonging to the Company.

In the event there are no Vice Presidents of the Company, the Treasurer shall, in the absence of the Chairman of the Management Committee and the President, or in the event of their inability to act, perform the duties of the Chairman of the Management Committee and the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Management Committee and the President.

In the event the Company has no Treasurer, the duties of the Treasurer shall be performed by the Chief Financial Officer or the Controller of the Company, as directed by the President.

Assistant Treasurer

The Assistant Treasurer, if there shall be one, or if there shall be more than one, the Assistant Treasurers in the order determined by the Management Committee (or, if there shall be no such determination, then in the order of their election), shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Management Committee may from time to time prescribe.

ARTICLE IX

INDEMNIFICATION AND LIMITATION ON LIABILITY

9.1 Indemnification. The Company shall indemnify its Managers and Officers and shall advance expenses incurred by such Managers and Officers to the fullest extent that would

-11-

be permitted under Section 145 of the Delaware General Corporation Law, as the same may be amended from time to time, if the Company were a Delaware corporation.

9.2 Limitation of Liability. No Manager shall have any liability to the Company or any Member for monetary damages for breach of fiduciary duty as a Manager other than (a) for any breach of such Manager’s duty of loyalty to the Company or its Members; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) for any transactions from which such Manager derived an improper personal benefit.

ARTICLE X

TRANSFER OF UNITS; ADMISSION OF NEW MEMBERS;

ISSUANCE OF ADDITIONAL UNITS

10.1 Transfer of Units. No Member may Transfer its Units without the approval of Members owning a majority of the Membership Percentages. Any Person, not then a Member, to whom a Unit shall be Transferred in accordance with the provisions of this Article X shall agree in writing to be subject to the terms hereof and shall become a substituted Member hereunder. All reasonable costs and expenses incurred by the Company in connection with any Transfer, and, if applicable, the admission of a Person as a substituted Member, shall be paid by the transferor. If any Unit is Transferred other than in accordance with the provisions hereof and the transferee is not admitted as a substituted Member, such transferee shall be deemed a mere assignee of profits only without any right, power or authority of a Member hereunder and shall bear losses in the same manner as its predecessor in interest; the transferor of such Unit shall thereafter be considered to have no further rights or interest in the Company with respect to the Unit Transferred, but shall nonetheless be subject to its obligations under this Agreement with respect thereto. Upon admission of a transferee as a substituted Member, the transferor shall withdraw from the Company, and be relieved of any corresponding obligations, to the extent of its Transferred Units.

10.2 Admission of New Members; Issuance of Additional Units. Any Person may be admitted as a Member of the Company or issued additional Units upon the approval of Members owning a majority of the Membership Percentages and, with respect to the admission of a new Member, upon agreeing in writing to be subject to the terms hereof. The terms upon which additional Units shall be issued shall be determined by the Management Committee, subject to the approval of Members owning a majority of the Membership Percentages.

ARTICLE XI

DISSOLUTION AND TERMINATION

11.1 Dissolution. The Company shall continue in perpetuity until dissolved upon the first to occur of the following:

(a) the vote of the Members owning a majority of the Membership Percentages to dissolve the Company; or

-12-

(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member shall not cause a dissolution of the Company.

11.2 Accounting. Upon the dissolution of the Company, a proper accounting shall be made of the assets and liabilities of the Company. The Management Committee shall cause financial statements presenting such accounting to be prepared and certified.

11.3 Winding-Up.

(a) Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and the Members shall continue to share distributions and other items of the Company during the winding-up period in accordance with the provisions of Article IV hereof. The winding-up of the affairs of the Company and the distribution of its assets shall be conducted exclusively by the Management Committee.

(b) Upon the completion of the winding up of the Company and the distribution of all Company assets, the Company shall terminate and the Managers shall have the authority to execute and record any and all other documents required to effectuate the termination of the Company.

11.4 Liquidating Distributions. In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

(a) first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by Section 18-804 of the Act;

(b) second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

(c) third, to the Members in proportion to their Membership Percentages.

ARTICLE XII

MISCELLANEOUS

12.1 Amendment. This Agreement may be modified or amended at any time by the written approval of Members owning a majority of the Membership Percentages.

12.2 Further Assurances. Each Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, amendments to certificates, instruments and documents, and do such other acts and things as may be required by law, or as may be required to carry out the intent and purposes of this Agreement.

-13-

12.3 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Act or this Agreement, a waiver thereof in writing, signed by the Person or Persons entitled to said notice, or a waiver by electronic transmission by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a Person at a meeting shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members, the Management Committee or a committee thereof need be specified in any written waiver of notice or any waiver of notice by electronic transmission.

12.4 Governing Law. This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

12.5 Captions. All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

12.6 Pronouns. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

12.7 Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

12.8 Severability. If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to any other party or circumstances shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

12.9 Entire Agreement. This Agreement, including the schedules and exhibits hereto, contains the entire understanding and agreement of the parties hereto relating to the subject matter and supersedes all prior agreements relative hereto which are not contained herein.

-14-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

THE MEMBERS:
MARMON HOLDINGS, INC., a Delaware corporation
By:	/s/ John D. Nichols
Name:		John D. Nichols
Title:		President

-15-

EXHIBIT A

TO

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

TRANS UNION LLC

MEMBER	NUMBER OF UNITS	MEMBERSHIP PERCENTAGE
Marmon Holdings, Inc.	1,000	100.00%

EX-3.5

Exhibit 3.5

CERTIFICATE OF INCORPORATION

OF

TRANSUNION FINANCING CORPORATION

FIRST: The name of this corporation is TransUnion Financing Corporation (the “Corporation”).

SECOND: The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended (the “DGCL”).

FOURTH: The Corporation shall be authorized to issue a total of 5,000 shares of common stock, par value $0.01 per share.

FIFTH: The name and mailing address of the sole incorporator of the Corporation is:

Enrique Rene de Vera

Latham & Watkins LLP

233 South Wacker Drive, Suite 5800

Chicago, Illinois 60606

SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is authorized and empowered to make, adopt, alter, amend and repeal the Bylaws of the Corporation.

SEVENTH: Elections of directors need not be by ballot unless the Bylaws of the Corporation so provide. Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors of the Corporation or in the Bylaws of the Corporation.

EIGHTH: A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. No amendment, modification or repeal (including by merger, consolidation, or otherwise) of this Article Eighth shall eliminate or reduce the effect thereof in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Eighth would accrue or arise, prior to such amendment, modification or repeal.

NINTH: The Corporation expressly elects not to be governed by Section 203 of the DGCL.

TENTH: The Corporation is to have perpetual existence.

ELEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, the undersigned, being the sole incorporator hereinbefore named, has executed, signed and acknowledged this Certificate of Incorporation this 8^th day of June, 2010.

    /s/ Enrique Rene de Vera

Enrique Rene de Vera

Sole Incorporator

2

EX-3.6

Exhibit 3.6

BYLAWS

OF

TRANSUNION FINANCING CORPORATION

ADOPTED ON

JUNE 8, 2010

ARTICLE I

OFFICES

Section 1.1    Registered Office; Registered Agent. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the Board of Directors of the Corporation (the “Board of Directors”).

Section 1.2    Other Offices. The Corporation may also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

CORPORATE SEAL

Section 2.1    Corporate Seal. The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS’ MEETINGS

Section 3.1    Place of Meetings. Meetings of the stockholders of the Corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but instead be held solely by means of remote communication as provided under the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”). If no designation is made, the place of meeting shall be the principal executive office of the Corporation.

Section 3.2    Annual Meeting. If required by applicable law, an annual meeting of stockholders shall be held each year at such date and time as designated by the Board of Directors. At each annual meeting, directors shall be elected and any other proper business may be transacted.

Section 3.3    Special Meetings. Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, if one shall be elected, (ii) the President, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the directors then in office, (iv) the holders of a majority of the then outstanding shares of capital stock, par value $0.01 per share (the “Common Stock”), of the Corporation or (v) such other persons as the Board of Directors may designate. Such request shall state the purpose or purposes of the proposed meeting. Subject to the requirements set forth in Section 3.4 of these Bylaws, special meetings shall be held on such date and at such time as the Board of Directors shall fix. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.4    Notice of Meetings; Waiver of Notice. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation (as amended or restated from time to time, the “Certificate of Incorporation”), notice, given in writing or by electronic transmission in accordance with Section 232 of the DGCL, of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and, in the case of a special meeting, purpose or purposes of the meeting, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at any such meeting. Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived by a writing signed by the person entitled to notice thereof, or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by such stockholder’s attendance thereat in person, by remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of such meeting in all respects as if due notice thereof had been given. Neither the business to be transacted at nor the purpose of the meeting needs to be specified in a waiver of notice.

Section 3.5    Quorum. At all meetings of stockholders, except where otherwise provided by law or by the Certificate of Incorporation or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by the chairman of the meeting or by a majority in voting power of the stockholders present, but no other business shall be transacted at such meeting. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of stockholders, if any action taken is approved by at least a majority of the required quorum for that meeting.

2

Section 3.6    Voting. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the affirmative vote of a majority in voting power of shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, directors shall be elected by the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of Common Stock. Voting at meetings of stockholders need not be by written ballot.

Section 3.7    Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time by the chairman of the meeting or by a majority in voting power of the stockholders present. When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting satisfying the requirements set forth in Section 3.4 of these Bylaws shall be given to each stockholder of record entitled to vote at the meeting.

Section 3.8    Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the Corporation on the record date, as provided in Section 3.10 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted or acted upon after three (3) years from its date unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date.

Section 3.9    Stockholder Action Without a Meeting. Unless otherwise restricted in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders

3

who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided above.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 3.10    List of Stockholders. The Secretary shall prepare and make available, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting, at the discretion of the Corporation (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation will take reasonable steps to ensure that such information is available only to stockholders of the Corporation. The list shall be open to examination by any stockholder during the time of the meeting as provided by law.

Section 3.11    Organization and Conduct.

(a)    At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman of the Board of Directors has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in voting power of the stockholders entitled to vote, present in person or by proxy, shall act as chairman of the meeting. The Secretary, or, in his or her absence, an Assistant Secretary or other person directed to do so by the chairman of the meeting, shall act as secretary of the meeting.

(b)    The Board of Directors of the Corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, convening and adjourning the meeting and establishing (i) an agenda or order of business for the meeting, (ii) rules and procedures for maintaining order at the meeting and the safety of those present, (iii) limitations on participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, (v) limitations on the time allotted to questions or comments by participants, and (vi) regulations for the opening and closing of the polls for balloting on matters which are to be voted on by ballot. The chairman of the meeting, in addition to making any

4

other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such chairman of the meeting shall so determine, such chairman shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

Section 4.1    Number and Term of Office. The number of directors of the Corporation shall be fixed by the Board of Directors from time to time. The number of directors constituting the entire Board of Directors may be increased or decreased only pursuant to a resolution adopted by the affirmative vote of a majority of the directors then in office. Each director elected shall hold office until such director’s successor is elected and qualified or until the earlier of such director’s death, resignation or removal. Directors need not be stockholders. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

Section 4.2    Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law, the Certificate of Incorporation or these Bylaws.

Section 4.3    Vacancies. Unless otherwise provided in the Certificate of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office until such director’s successor is elected and qualified or until the earlier of such director’s death, resignation or removal.

Section 4.4    Resignation. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Corporation. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until such director’s successor is elected and qualified or until the earlier of such director’s death, resignation or removal.

Section 4.5    Removal. Except as otherwise provided in the Certificate of Incorporation, the Board of Directors or any individual director may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of Common Stock.

5

Section 4.6    Meetings.

(a)    Regular Meetings. Regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors.

(b)    Special Meetings. Special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board of Directors, the President or at the written request of any two of the directors unless the Board of Directors consists of only one director, in which case special meetings of the Board of Directors shall be called on the written request of the sole director.

(c)    Meetings by Electronic Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation, any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d)    Notice of Special Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be given orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting. If notice is sent by US mail, it shall be sent by first-class mail, charges prepaid, at least three (3) days before the date of the meeting.

(e)    Waiver of Notice and Presumption of Assent. Notice of any meeting may be waived in writing, or by electronic transmission, at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Such director shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any director who voted in favor of such action. Neither the business to be transacted at nor the purpose of the meeting needs to be specified in a waiver of notice. All waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.7    Quorum and Voting.

(a) Unless otherwise required by law or the Certificate of Incorporation, a quorum of the Board of Directors shall consist of a majority of the directors then in office; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the

6

Board of Directors, without notice other than by announcement at the meeting. If only one director is authorized, such sole director shall constitute a quorum. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

(b)    At each meeting of the Board of Directors at which a quorum is present, all business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

Section 4.8    Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.9    Fees and Compensation. Unless otherwise restricted by the Certificate of Incorporation, these Bylaws or any law applicable to the Corporation, directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.

Section 4.10    Committees.

(a)    Establishment of Committees. The Board of Directors may, by resolution of a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided by law and to the extent provided in the resolution of the Board of Directors, any committee charter or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders any action or matter (other than the election of directors) expressly required by the DGCL to be submitted to stockholders for approval; or (ii) adopting, amending or repealing these Bylaws.

7

(b)    Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of any committee appointed pursuant to this Section 4.10 shall be held at such times and places as are determined by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of the time and place of all special meetings of all committees shall be given orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting. If notice is sent by US mail, it shall be sent by first-class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any special meeting of any committee may be waived in writing, or by electronic transmission, at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of the meeting need be specified in a waiver of notice. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 4.11    Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President (if a director), or, if the President is absent, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his or her absence, an Assistant Secretary or other person directed to do so by the chairman of the meeting, shall act as secretary of the meeting.

ARTICLE V

OFFICERS

Section 5.1    Officers Designated. The officers of the Corporation shall include a President and a Secretary of the Corporation. The Board of Directors may also elect a Chairman of the Board of Directors, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents with such powers and duties as it shall deem necessary or appropriate from time to time. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation.

8

Section 5.2    Tenure and Duties of Officers.

(a)    General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)    The Chairman of the Board of Directors. The Chairman of the Board of Directors, if there shall be one, when present, shall preside at all meetings of the stockholders and at all meetings of the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(c)    The President. The President shall be the chief executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation, including the active management of the business of the Corporation, unless otherwise provided by the Board of Directors. The President shall, in the absence of the Chairman of the Board of Directors or if a Chairman of the Board of Directors shall not have been elected, preside at each meeting of the Board of Directors or the stockholders and shall see that orders and resolutions of the Board of Directors are carried into effect. The President shall have power to sign bonds, mortgages, certificates for shares and other contracts and documents whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board of Directors, or by these Bylaws to some other officer or agent of the Corporation. The President shall have general powers of supervision and shall be the final arbiter of all differences between officers of the Corporation, and the President’s decision as to any matter affecting the Corporation shall be final and binding as between the officers of the Corporation, subject only to the Board of Directors. In general, the President shall perform all duties incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(d)    Executive Vice Presidents and Vice Presidents. The Executive Vice President, or if there shall be more than one, the Executive Vice Presidents in the order determined by the Board of Directors or by the President, shall, in the absence or disability of the President or whenever the office of President is vacant, act with all of the powers and be subject to all of the restrictions of the President. The Executive Vice Presidents and Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(e)    The Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the Corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall keep in safe custody the seal of the Corporation, if one be adopted, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by his or her signature or by

9

the signature of an assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary shall perform all other duties given to the Secretary in these Bylaws and other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors or the President, shall, in the absence or disability of the Secretary, perform the duties of the Secretary. The Assistant Secretaries shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(f)    The Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. The Treasurer shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The Assistant Treasurer, or if there be more than one, the Assistant Treasurers in the order determined by the Board of Directors or the President, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. The Assistant Treasurers shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(g)    Other Officers, Assistant Officers and Agents. Officers, Assistant Officers and Agents, if any, other than those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors.

Section 5.3    Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 5.4    Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation

10

shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract with the resigning officer.

Section 5.5    Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF

SECURITIES OWNED BY THE CORPORATION

Section 1.    Section 6.1    Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the Corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the Corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, certificates of shares of stock owned by the Corporation shall be executed, signed or endorsed by the Chairman of the Board of Directors or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiring the corporate signature, unless otherwise required by law, may be executed, signed or endorsed by the Chairman of the Board of Directors, the President, any Vice President, the Secretary or Treasurer or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Section 6.2    Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the President, the Secretary, or any Vice President.

ARTICLE VII

SHARES OF STOCK

Section 7.1    Form and Execution of Certificates. The Corporation may issue shares of any class or series of stock in certificated or uncertificated form, as determined by the Board

11

of Directors. Certificates for the shares of stock of the Corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the Corporation represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by such stockholder in the Corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued with the same effect as if he or she were an officer at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 7.1 or otherwise required by law or with respect to this section a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 7.2    Lost Certificates. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The Corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or such owner’s legal representative, to give the Corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 7.3    Fixing Record Dates. In order that the Corporation may determine the stockholders (a) entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, (b) to express consent to corporate action in writing without a meeting, (c) to receive payment of any dividend or other distribution or allotment of any rights, (d) to exercise any rights in respect of any change, conversion or exchange of stock or (e) for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (i) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (ii) in the case of determination of stockholders entitled to express consent to corporate

12

action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (iii) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7.4    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section 8.1    Execution of Other Securities. All bonds, debentures and other corporate securities of the Corporation, other than stock certificates (covered in Section 7.1), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal may be impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

13

ARTICLE IX

DIVIDENDS

Section 9.1    Declaration of Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

Section 9.2    Dividend Reserve. The Board of Directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

ARTICLE X

FISCAL YEAR

Section 10.1    Fiscal Year. The fiscal year of the Corporation shall end on December 31 or such other date as shall be fixed from time to time by resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 11.1    Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended or revised, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the executor, administrator or other legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or manager of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in this Article XI, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of the Corporation.

Section 11.2.    Prepayment of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article XI or otherwise.

14

Section 11.3    Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article XI is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such suit to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification and/or advancement of expenses under applicable law.

Section 11.4    Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article XI shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any law, the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.

Section 11.5.    Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee, agent or manager of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit enterprise.

Section 11.6.    Amendment, Modification or Repeal. The provisions of this Article XI shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of this Article XI), in consideration of such person’s past or current and any future performance of services for the Corporation, and pursuant to this Article XI the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors or officers of the Corporation, the rights conferred under this Article XI are present contractual rights, and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of this by-law. With respect to any directors or officers of the Corporation who commence service following adoption of this Bylaw, the rights conferred under this provision shall be present contractual rights, and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Neither amendment nor alteration nor repeal nor modification (whether by merger, consolidation, or otherwise) of any provision of this Article XI nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article XI shall eliminate or reduce the effect of this Article XI in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, alteration, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time). The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article XI shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person.

15

Section 11.7    Other Indemnification and Prepayment of Expenses. This Article XI shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

Section 11.8    Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director or officer of the Corporation or was serving at the request of the Corporation as a director, officer, employee, agent or manager of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under this Article XI.

ARTICLE XII

NOTICES

Section 12.1    Notices.

(a)    Notice to Stockholders. Whenever notice is required to be given to any stockholder under any provisions of these Bylaws, the Certificate of Incorporation or pursuant to the DGCL, such notice shall be given in writing and may be sent by U.S. mail or by facsimile, telegraph or telex or by electronic mail or other applicable electronic means consented to by such stockholder in accordance with Section 232 of the DGCL. If notice is given by U.S. mail, it shall be sent postage prepaid and addressed to such stockholder’s last known post office address as shown by the stock record of the Corporation. Notwithstanding the foregoing, written notice to stockholders for purposes other than stockholder meetings may also be sent by nationally recognized overnight courier, addressed to such stockholder’s last known post office address as shown by the stock record of the Corporation.

(b)    Notice to Directors. Any notice required to be given to any director may be given by the method stated in subsection (a) of this Section 12.1, as otherwise provided in these Bylaws, or by overnight delivery service, facsimile, telex, telegram or by electronic mail, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)    Affidavit of Notice. An affidavit of notice, executed by a duly authorized and competent employee of the Corporation, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)    Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as of the time of mailing, and all notices given by facsimile, telex, telegram or by electronic mail shall be deemed to have been given as of the sending time recorded at time of transmission or, if applicable, as of the time set forth in Section 232 of the DGCL.

16

(e)    Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all directors or stockholders, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(f)    Failure to Receive Notice. Subject to applicable law, the period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent to such stockholder in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice if the giving of such notice complied with this Section 12.1.

(g)    Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the Certificate of Incorporation or Bylaws of the Corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two (2), payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his or her address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such person shall not be required; provided, that the mailing of such notices and/or payments, as applicable, complied with these Bylaws. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the Corporation a written notice setting forth his or her then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph. Notwithstanding the foregoing, this Bylaw shall not apply to notice given by means of electronic transmission.

ARTICLE XIII

AMENDMENTS

Section 13.1    Amendments. These Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least a majority of the voting power of all of the then-outstanding shares of the Common Stock. The Board of Directors shall also have the power to adopt, amend, or repeal these Bylaws.

17

ARTICLE XIV

CERTAIN BUSINESS COMBINATIONS

Section 14.1    Certain Business Combinations. The Corporation, by the affirmative vote (in addition to any other vote required by law or the Certificate of Incorporation) of its stockholders holding a majority of the shares entitled to vote, expressly elects not to be governed by Section 203 of the DGCL.

18

ATTESTATION

The undersigned, being the Secretary of TRANSUNION FINANCING CORPORATION, does hereby certify the foregoing to be the Bylaws of the Corporation duly adopted effective June 9, 2010.

/s/ John W. Blenke

John W. Blenke,

Secretary

*        *        *

[SIGNATURE PAGE TO TRANSUNION FINANCING CORPORATION BYLAWS]

EX-3.7

Exhibit 3.7

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

DIVERSIFIED DATA DEVELOPMENT CORPORATION

HORACE J. CLARK and NOELLE E. CLARK PORTER certify that:

1. They are the President and Secretary, respectively, of DIVERSIFIED DATA DEVELOPMENT CORPORATION, a California corporation.

2. The Articles of Incorporation of this corporation arc amended and restated to read as follows:

“I

The name of this corporation is:

Diversified Data Development Corporation

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

This corporation is authorized to issue only one class or shares of stock, and the total number of shares which this corporation is authorized to issue is fifty thousand (50,000).

IV

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

V

This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for

breach of duty to the corporation and its stockholders through by-law provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

VI

This corporation elects to be governed by all of the provisions of the General Corporation Law of 1977 not otherwise applicable to it under Chapter 23 thereof.

3. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 800. The number of shares voting in favor of the amendment equated or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate arc true and correct of our own knowledge.

Date: March 8, 2004

                     /s/ Horace J. Clark

HORACE J. CLARK, President

                     /s/ Noelle E. Clark Porter

NOELLE E. CLARK PORTER, Secretary

2

EX-3.8

Exhibit 3.8

AMENDED AND RESTATED BYLAWS

OF

DIVERSIFIED DATA DEVELOPMENT CORPORATION

a California corporation

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICES. The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside this State, and the corporation has one or more business offices in this State, the Board of Directors shall fix and designate a principal business office in the State of California.

Section 2. OTHER OFFICES. The Board of Directors or the Chief Executive Officers may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held at 10:00 a.m. on the last business day preceding the corporation’s fiscal year end or on a date and at a time otherwise designated by the Board of Directors. Any date so designated by the Board of Directors shall be within five (5) months after the end of the fiscal year of the corporation and within fifteen (15) months after the last annual meeting. If the day of the scheduled meeting falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding business day. At each annual meeting directors shall be elected, and any other proper business may be transacted.

Section 3. SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the Board of Directors, or by the Chairman of the Board, or by the President or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the

business proposed to be transacted, and shall he delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman or the Board, the President, any Vice President, or the Secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

Section 4. NOTICE OF SHAREHOLDERS’ MEETINGS. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given

2

without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the secretary, assistant secretary, or any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.

Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7. ADJOURNED MEETING; NOTICE. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 to 704, inclusive, of the Corporations Code of California (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of

3

a greater number or voting by classes is required by California General Corporation Law or by the Articles of Incorporation.

At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be

4

maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) be reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date:

a. The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

b. The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 12. PROXIES. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be

5

deemed signed if the shareholder’s name is paced on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall he valid after the expiration of eleven (11) months from the date of. the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Corporations Code of California.

Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(b) Receive votes, ballots, or consents;

(c) Hear and determine all challenges and questions; in any way arising in connection with the right to vote;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

6

ARTICLE III

DIRECTORS

Section 1. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(a) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from them security for faithful service.

(b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any shareholders’ meeting, or meetings, including annual meetings.

(c) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

(d) Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received.

(e) Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors shall be three (3) until changed by a duly adopted amendment in the Articles of Incorporation, if the number of directors is contained in the Articles of Incorporation, or by an amendment to this bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed number, or minimum number, of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by

7

written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote.

Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 4. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any a vacancy or vacancies not filled by the directors, but any such election by written consent shill require the consent of a majority of the outstanding shares entitled to vote.

Any director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may he held by conference telephone or similar communication equipment, so long as all

8

directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 6. ANNUAL MEETING. Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two directors.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 9. QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 310 of the Corporations Code of California (us to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 10. WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with

9

the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

Section 11. ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

ARTICLE IV

COMMITTEES

Section 1. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

(a) The approval of any action which, under the General Corporation Law of California, also requires shareholders’ approval or approval of the outstanding shares;

(b) The filling of vacancies on the Board of Directors or in any committee;

(c) The fixing of compensation of the directors for serving on the Board or on any committee;

10

(d) The amendment or repeal of bylaws or the adoption of new bylaws;

(e) The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(f) A distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

(g) The appointment of any other committees of the Board of Directors or the members of these committees.

Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall he governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; special meetings of committees may also be called by resolution of the Board of Directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

Section 2. ELECTION OF OFFICERS. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the Board of Directors may from time to time determine.

11

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may he from time to time assigned to him by the Board of Directors or prescribed by the bylaws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control °of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence of the chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws.

Section 8. VICE PRESIDENTS. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the bylaws, and the president, or the chairman of the board.

Section 9. SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the

12

names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by the bylaws or by law to be given, and he shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by the bylaws.

Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.

ARTICLE VI

INDEMNIFICATION OF

DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS

Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this Article, “agent” means any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(d) of this Article.

13

Section 2. ACTIONS OTHER THAN BY THE CORPORATION. The corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 3. ACTION BY THE CORPORATION. The corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by the person in connection with the defense or settlement of that action if that person acted in good faith in a manner that person believed to be in the best interests of this corporation and its shareholders. No indemnification shall be made under this Section 3:

(a) In respect of any claim, issue or matters as to which that person shall have been adjudged to be liable to this corporation in the performance of that person’s duty to the corporation, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses and then only to the extent that the court shall determine;

(b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, without court approval; or

(c) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 of this Article, or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. REQUIRED APPROVAL. Except as provided in Section 4 of this Article, any indemnification under this Article shall be made by this corporation only if authorized in the specific case upon a determination that indemnification of the agent is proper in the

14

circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article, by any of the following:

(a) A majority vote of a quorum consisting of directors who are not parties to the proceeding;

(b) If a quorum consisting of directors who are not parties to the proceeding is not obtainable, then by independent legal counsel in a written opinion;

(c) Approval by the affirmative vote of a majority of the shares of the corporation represented and voting at a duly held meeting at which a quorum is present or by the written consent of holders of a majority of the outstanding shares entitled to vote. For this purpose, the shares owned by the person to be indemnified shall not be entitled to vote thereon; or

(d) The court in which the proceeding is or was pending, upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by the corporation before the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay the amount of the advance, unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 7. OTHER INDEMNIFICATION. The indemnification authorized by this Article shall not be deemed exclusive of any additional rights to indemnification for breach of duty to the corporation and its shareholders while acting in the capacity of a director or officer of the corporation, to the extent the additional rights are authorized in the Articles of Incorporation pursuant to Section 204(a)(11) of the California General Corporation Law. The indemnification provided by this Article for acts, omissions or transactions while acting in the capacity of, or while serving as a director or officer of the corporation, but not involving breach of duty to the corporation and its shareholders shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, to the extent such additional rights to indemnification are authorized in the Articles of Incorporation. The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of the person. Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of the corporation may be entitled by contract or otherwise.

Section 8. LIMITATIONS. No indemnification or advance shall be made under this Article, except as provided in Section 4 or Section 5(d) of this Article, in any circumstance where it appears:

15

(a) That it would be inconsistent with a provision of the Articles of Incorporation, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 9. INSURANCE. Upon and in the event of a determination by the board of directors of the corporation to purchase such insurance, the corporation shall purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against the liability under the provisions of this Article. The fact that a corporation owns all or a portion of the shares of the company issuing a policy of insurance shall not render this Section inapplicable if either of the following conditions are satisfied: (1) if the Articles of Incorporation authorize indemnification in excess of that provided by this Article and the insurance provided is limited as indemnification is required to be limited by Section 204(a)(11) of the California General Corporation Law, or (2)(A) the company issuing the insurance policy is organized, licensed and operated in a manner that complies with the insurance laws and regulations applicable to its jurisdiction of organization, (B) the company issuing the policy provides procedures for processing claims that do not permit that company to be subject to the direct control of the corporation that purchased the policy; and (C) the policy issued provides for some manner of risk sharing between the issuer and purchaser of the policy, on one hand, and some unaffiliated person or persons, on the other, such as by providing for more than one unaffiliated owner of the company issuing the policy or by providing that a portion of the coverage furnished will be obtained from some unaffiliated insurer or reinsurer.

Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of the corporation as defined in Section 1 of this Article. The corporation shall have the power to indemnify such a trustee, investment manager or other fiduciary to the extent permitted by Section 207(1) of the California General Corporation Law.

ARTICLE VII

RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

16

A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five days prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and minutes of proceedings of the shareholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall he open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

17

Section 5. ANNUAL REPORT TO SHAREHOLDERS. The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. Within ninety (90) days after filing the original Articles of Incorporation, and annually thereafter, the corporation shall file with the California Secretary of State, on the prescribed form, a statement setting forth (i) the authorized number of directors and the number of vacancies on the board, if any; (ii) the names and complete business or residence addresses of all incumbent directors; (iii) the names and complete business or residence addresses of the chief executive officer, secretary, and chief financial officer; (iv) the street address of its principal executive office or principal business office, in this state; and (v) the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the California General Corporation Law.

18

ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the chairman of the board or vice chairman of the board or the president or vice president and by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may he facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be

19

issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the board of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the articles of incorporation.

Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in Section 1 of this Article IX, bylaws, other than a bylaw or an amendment of a bylaw changing the authorized number of directors, may be adopted, amended, or repealed by the board of directors.

20

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

(1) That I am the duly elected and acting Secretary of DIVERSIFIED DATA DEVELOPMENT CORPORATION; and

(2) That the foregoing Amended and Restated Bylaws, comprising twenty-one (21) pages, constitute the Bylaws of such corporation adopted by an action of the Shareholders of the corporation to be effective April 1, 2002.

IN WITNESS WHEREOF, I have hereto subscribed my name and affixed the seal of such corporation to be effective this 1st day of April, 2002.

    /s/ Noelle E. Clark

NOELLE E. CLARK, Secretary

[Seal]

21

EX-3.9

Exhibit 3.9

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

• FIRST:  The name of the limited liability company is MedData Health LLC.

• SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle 19808. The name of its Registered Agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Formation of MedData Health LLC this 22nd day of October, 2009.

    /s/ Jolene Beaty

Jolene Beaty, Authorized Person

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: MedData Health LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:                       

Name of limited liability company is TransUnion Healthcare LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 30th day of November   , A.D. 2010    .

By:	/s/ John W. Blenke
	Authorized Person(s)

Name:	John W. Blenke, Manager
	Print or Type

EX-3.10

Exhibit 3.10

LIMITED LIABILITY COMPANY AGREEMENT

OF

MEDDATA HEALTH LLC

A DELAWARE LIMITED LIABILITY COMPANY

THE MEMBERSHIP INTERESTS OF MEDDATA HEALTH LLC (THE “COMPANY”) ISSUED IN ACCORDANCE WITH AND REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, THE DELAWARE SECURITIES ACT OR UNDER SIMILAR APPLICABLE LAWS OR ACTS OF OTHER STATES IN RELIANCE UPON EXEMPTIONS UNDER THOSE ACTS. THESE MEMBERSHIP INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT AS PERMITTED UNDER (A) THIS LIMITED LIABILITY COMPANY AGREEMENT AND (B) THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE MEMBERSHIP INTERESTS OF THE COMPANY WILL NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED LIABILITY COMPANY AGREEMENT. THEREFORE, PURCHASERS OF SUCH INTERESTS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

LIMITED LIABILITY COMPANY AGREEMENT

OF

MEDDATA HEALTH LLC

A DELAWARE LIMITED LIABILITY COMPANY

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of MEDDATA HEALTH LLC, a Delaware limited liability company (the “Company”), is entered into, and shall be effective as of December 15, 2009, by and between the undersigned parties and all other persons who hereafter shall become members or assignees in accordance with the provisions hereof and who are listed as such on the books and records of the Company, all in accordance with and pursuant to the provisions of the Delaware Limited Liability Company Act (the “Act”).

STATEMENT OF PURPOSE

The Company was formed by Jolene Beaty (the “Organizer”), acting in her capacity as “authorized person” under the Act, filing in the office of the Secretary of State a duly executed Certificate of Formation with respect to the Company on October 22, 2009. To complete the organization of the Company, AGDATA, L.P. (the “Member”), is hereby identified as the initial member of the Company in accordance with section 18-301 of the Act.

Other than such actions relative to its formation, the Company heretofore has not engaged in any business, received or solicited any contributions to its capital, or engaged in any other activities. Upon completion of the organization of the Company pursuant to this Agreement, the Company shall be operated in the manner provided herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound agree as follows:

ARTICLE I

GENERAL PROVISIONS

1.1 Duration. The existence of the Company commenced at the time that the filing of its certificate of formation became effective and shall continue until it is dissolved and its affairs are wound-up in accordance with the terms of this Agreement.

1.2 Members. The Member is the sole member of the Company. Additional members shall only be admitted in accordance with the terms of Article IV herein.

1.3 Name and Place of Business. The name of the Company is MedData Health LLC. The principal place of business of the Company is located at 2100 Rexford Road, Suite 225, Charlotte, North Carolina 28211. The Manager may change the Company’s name, registered office, registered agent and principal place of business at any time and establish or close other offices and places of business at any time and from time to time. The Manager may register the Company to do business as a foreign limited liability company in any jurisdiction where the Manager deems necessary.

1.4 Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by, the Company is to engage in any lawful act or activity for which a limited liability company may be formed under the Act.

1.5 Title to Property. The Company shall hold all property (real, personal, tangible, and intangible) owned from time to time by the Company as a result of capital contributions, operations or otherwise, in the name of the Company and not in the name of the Member.

1.6 Limitation of Liability; No Capital Account Deficit Balance Restoration Obligation. The Member shall not be bound by, or be personally liable for, the debts, obligations or liabilities of the Company, except as, and to the extent that, the Member otherwise expressly agrees in writing. In furtherance of the foregoing, in no event shall the Member be liable with respect to, or be required to contribute capital to restore, a negative or deficit balance in the Member’s capital account, if any, upon the dissolution or liquidation of either the Company or the Member’s membership interest in the Company, or at any other time, except to the extent the Member expressly agrees thereto in writing to the Company.

1.7 Fiscal Year. Unless the Member determines otherwise, the fiscal year of the Company shall be the calendar year or that portion of the calendar year during which the Company is in existence.

ARTICLE II

MANAGEMENT

2.1 Management. Except to the extent otherwise expressly provided in this Agreement or required by the Act, the management, operation and control of the Company and its business and affairs shall be vested exclusively with the “manager” (within the meaning of the Act) of the Company. The Company shall have one (1) manager (“Manager”) who need not be a member of the Company. The Manager shall be designated in writing by the Member and shall serve as such until such person resigns as Manager or is removed as Manager by the Member. The acts of the Manager in carrying on the business and activities of the Company (and the management, operation and control thereof) as authorized herein (including execution of any agreement by the Manager) shall bind the Company. Except as otherwise provided herein, only the Manager and such officers, employees or other agents of the Company authorized by the Manager shall have the authority to bind, or conduct the affairs of, the Company. The initial Manager shall be Steven Purdy.

2.2 Officers. The Manager may appoint from time to time one or more officers of the Company with such titles, powers, duties, compensation and other terms as the Manager may determine to be necessary or appropriate. Any such officers shall serve, subject to the provisions of this Agreement, until their respective successors are duly appointed and qualified. Any officer may be removed by the Manager at any time with or without cause.

2.3 President. The Company shall have a President. The President shall be the principal executive officer of the Company and, subject to the control of the Manager, shall in general supervise and control all of the business and affairs of the Company. He shall sign any deeds, mortgages, bonds, contracts, or other instruments which the Manager has authorized to be

2

executed, except in cases where the signing and execution thereof shall be required by law to be otherwise signed or executed; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Manager from time to time. The initial President shall be Steven Purdy.

2.4 Indemnification. The Company (to the extent of its assets) does hereby agree to indemnify and to hold each person who at any time serves or has served as the Organizer or as a Manager or President of the Company (each an “Indemnified Party”) wholly harmless from any loss, expense, or damage (including reasonable attorneys’ fees and court costs) suffered by such party by reason of anything such Indemnified Party may do or refrain from doing hereafter for and on behalf of the Company and in furtherance of its interests or by reason of their status or involvement with the Company; provided, however, (a) that the Company shall not indemnify any Indemnified Party for any loss, expense, or damage which such Indemnified Party may suffer as a result of any act or omission by such party that constitutes fraud, willful misconduct, bad faith or gross negligence; and (b) that the indemnity set forth herein is limited to the assets of the Company and no Member or Manager will be required to make any additional capital contributions with respect to such indemnity. The Company will advance costs and expenses, including reasonable attorney’s fees, incurred by any such Indemnified Party in defending any such claim in advance of the final disposition of such claim upon receipt of an undertaking by or on behalf of such Indemnified Party to repay amounts so advanced if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified by the Company pursuant to this Agreement. The right to indemnification conferred in this Section 2.4 shall not be exclusive of any other right which any Indemnified Party may have or hereafter acquire under any statute, agreement, or otherwise.

ARTICLE III

CAPITAL CONTRIBUTIONS AND DISTRIBUTIONS

3.1 Capital Contributions. The Member shall make such contributions to the capital of the Company, and on such terms and conditions, as the Member may from time to time determine in the Member’s sole discretion. The Member shall have no duty or obligation to make any other contributions to the capital of the Company for any purpose. All capital contributions by the Member shall be recorded on the books and records of the Company. Property owned by the Member shall in no event be deemed owned by the Company unless there is a writing affirmatively evidencing the Member’s intent to transfer title to such property to the Company.

3.2 Distributions. The Company shall make such distributions of money and other property to the Member at such times and in such amounts as determined from time to time by the Member. The Member shall not be required to return all or part of any distributions made to the Member by the Company. Neither the Company nor any creditor of the Company or any other person shall have any claim against the Member with respect to any distribution made by the Company to the Member, and any such claim that the Company, any creditor of the Company, or any other person might have for the return of all or part of such distribution shall be deemed to be “compromised” within the meaning of the Act by the terms of this provision.

3

ARTICLE IV

TRANSFERS AND ISSUANCES OF MEMBERSHIP INTERESTS;

ADMISSION OF NEW MEMBERS; DISSOLUTION

4.1 Transfer of Membership Interest. The Member may assign, transfer and otherwise convey (collectively, “convey”) all or part of the Member’s membership interest in the Company only by executing a written instrument of assignment, duly describing the membership interest in the Company being conveyed to the transferee and the rights and obligations that the transferee shall have in respect of such interest (including whether the transferee is to be admitted as a member of the Company); provided, however, that the Member may distribute to its equity holders all or part of the Member’s membership interest in the Company pursuant to action by the governing body of such Member authorizing such distribution and no further action, approval or documentation is required to effect any such distribution. Any attempted or purported conveyance of all or part of a membership interest in the Company that does not comply with the preceding sentence shall be null and void and not recognized by the Company.

4.2 Admission of Additional Members. The Manager may issue membership interests to other persons and admit such persons as members of the Company; provided, however, that if the Member distributes to its equity holders all or part of the Member’s membership interest in the Company, such equity holders of the Member shall be admitted as members of the Company immediately upon such distribution with no further action, approval or documentation required hereunder. Any attempted or purported admission of a member that does not comply with the preceding sentence shall be null and void and not recognized by the Company.

4.3 Dissolution and Winding Up. The Manager, with the Member’s written approval, may cause the Company to dissolve and wind up its affairs. Upon its dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs, including the sale of the assets of the Company in an orderly manner, and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts. The Manager may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company, and such authority may be general or confined to specific instances.

5.2 Loans. No loans shall be contracted on behalf of the Company and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Manager. Such authority may be general or confined to specific instances.

5.3 Checks and Drafts. All checks, drafts or other orders for the payment of money, issued in the name of the Company shall be signed by such officer or officers, agent or agents of the Company and in such manner as shall from time to time be determined by resolution of the Manager.

4

5.4 Deposits. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such depositories as the Manager may select.

5.5 Execution of Instruments. All agreements, indentures, mortgages, deeds, contracts, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, affidavits, notes, evidences of indebtedness, or other instruments in writing, or any assignment or endorsement thereof, may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Company by the President or any manager. Any such instruments may also be executed, acknowledged, verified, delivered, or accepted in behalf of the Company in such other manner and by such other officers as the Member may from time to time direct.

5.6 Member Pledge of Membership Interest. Notwithstanding anything contained herein to the contrary, the Member shall be permitted to pledge or hypothecate any or all of its membership interest to any lender to the Company (or any affiliate of the Company) or any agent acting on such lender’s behalf, and any conveyance of such membership interest pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or transferee of such lender (or agent), as the case may be, shall become a Member under this Agreement and shall succeed to all of the rights and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by the Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section. This Section may not be amended or modified so long as any portion of the Member’s membership interest is subject to a pledge or hypothecation without the pledgee’s (or the transferee of such pledgee’s) prior written consent.

ARTICLE VI

MISCELLANEOUS

6.1 Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

6.2 Amendments. This Agreement may be modified, altered, supplemented or amended only with the written consent of the Member.

6.3 Construction: Entire Agreement. Unless otherwise indicated, “Sections” mean and refer to the numbered Sections of this Agreement. Words such as “herein,” “hereby,” “hereinafter,” “hereof,” “hereto,” and “hereunder” refer to this Agreement as a whole, unless the context requires otherwise. All headings and captions used in this Agreement are for convenience of reference only and are not intended to define or limit the scope or intent of this Agreement. As used herein, “person” shall be deemed to include both natural persons and

5

entities. All words in this Agreement will be construed to be of such gender or number as the circumstances require. This Agreement constitutes the entire understanding with respect to the subject matter hereof and supersedes all prior understandings and agreements in regard hereto. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

6.4 Separability of Provisions. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

6.5 Sole Benefit of Member. The provisions of this Agreement are intended solely to benefit the Member (except to the extent provided in Section 2.4 with respect to Indemnified Parties) and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall not have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

6.6 Seal. The Company shall not have a seal, and no agreement, instrument or other document executed on behalf of the Company that would otherwise be valid and binding on the Company shall be invalid or not binding on the Company solely because no seal of the Company is affixed thereto.

[SIGNATURE PAGE FOLLOWS]

6

IN WITNESS WHEREOF, the undersigned Member has caused this Agreement to be duly executed and delivered both on its own behalf and on behalf of the Company, and is joined herein by the Organizer solely for the purpose set forth below:

THE ORGANIZER:

The undersigned joins in this Agreement solely for the purpose of identifying the party executing this Agreement as the Member to be the sole Member of the Company as provided by this Agreement and the Act and shall be indemnified and held harmless by the Company for acting in such capacity to the maximum extent permitted under the Act or other applicable law.

    /s/ Jolene Beaty

Jolene Beaty

THE COMPANY:

MEDDATA HEALTH LLC

By:	/s/ Steven Purdy		[SEAL]
	Name:	Steven Purdy
	Title:	Manager

THE MEMBER:

AGDATA, L.P.

By:	AGDATA MANAGEMENT, LLC its general partner
	By:	/s/ Verl Purdy		[SEAL]
		Name:	Verl Purdy
		Title:	Chief Executive Officer

EX-3.11

Exhibit 3.11

SEVENTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TRUELINK, INC.

TrueLink, Inc., a corporation organized and existing under the laws of the State of Delaware, certifies as follows:

1. The name of the corporation is TrueLink, Inc. (the “Corporation”).

2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 26, 2000 and was amended and restated on May 3, 2000, May 11, 2000, June 19, 2000, May 22, 2001, June 29, 2001 and October 5, 2001 (such original Certificate of Incorporation as amended and restated, the “Original Certificate”).

3. This Seventh Amended and Restated Certificate of Incorporation amends, restates and integrates the provisions of the Original Certificate of Incorporation and has been duly approved, adopted, executed and acknowledged in accordance with the provisions of Sections 103, 228, 242 and 245 of General Corporation Law of the State of Delaware.

4. The text of the Original Certificate is hereby amended and restated to read in its entirety as follows:

ARTICLE I.

The name of the corporation is:

TrueLink, Inc.

ARTICLE II.

The Registered Office of the corporation is located at 2711 Centerville Road, Wilmington, New Castle County, Delaware, 19808. The name of its Registered Agent at that address is Corporation Service Company.

ARTICLE III.

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time (as amended, “Delaware Law”).

ARTICLE IV.

The total number of shares of stock which the corporation shall have authority to issue is Two Million Five Hundred Thousand (2,500,000), consisting of Two Million (2,000,000) shares of common stock, par value $0.001 per share, and Five Hundred Thousand (500,000) shares of preferred stock, par value $0.001 per share.

The shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized, subject to limitations prescribed by Delaware Law, to provide for the issuance of the shares of preferred stock in series and, by filing a certificate pursuant to Delaware Law, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

ARTICLE V.

Subject to the terms, conditions and limitations set forth in any Stockholders’ Agreement of the corporation that may be in effect from time to time, each share of stock of the corporation shall entitle the holder thereof to a preemptive right to subscribe for, purchase, or otherwise acquire any shares of stock of the same class of the corporation or any equity and/or voting shares of stock of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of stock of the same class of the corporation or of equity and/or voting shares of any class of stock of the corporation or for the purchase of any shares of stock, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights to subscribe for, purchase, or otherwise acquire shares of stock of the same class of the corporation or equity and/or voting shares of stock of any class of the corporation, whether now or hereafter authorized or created, whether having unissued or treasury status, and whether the proposed issue, reissue, transfer, or grant is for cash, property or any other lawful consideration. As used herein, the terms “equity shares” and “voting shares” shall mean, respectively, shares of stock which confer unlimited dividend rights and shares of stock which confer unlimited voting rights in the election of one or more directors.

ARTICLE VI.

The original By-Laws of the corporation may be adopted by the sole incorporator named herein, or by the initial directors of the corporation. Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the corporation are expressly empowered to make, alter, amend or repeal any By-Law in the manner to be determined by the terms of the By-Laws of the corporation then in existence.

ARTICLE VIII.

The corporation shall have perpetual existence.

ARTICLE IX.

A director of the corporation shall not be personally liable either to the corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of Delaware Law or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this Article Ninth nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article Ninth shall eliminate or reduce the effect of this Article Ninth in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Ninth of this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 05:42 PM 11/16/2006

FILED 05:28 PM 11/16/2006

SRV 061053745-3212333 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

TRUELINK, INC.

The corporation organized and existing under the virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That the name of the corporation is TrueLink, Inc. (the “Corporation”) and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on April 26, 2000.

SECOND: On September 20, 2006 a resolution amending the Certificate of Incorporation of the Corporation, to read as follows:

“1. The name of the corporation is TransUnion Interactive, Inc. (the “Corporation”).”

was duly adopted by written consent of the sole shareholder of the Corporation, after first having been declared advisable by unanimous written consent by the Board of Directors of the Corporation, all in accordance with the provisions of Section 141, 228 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 21^st day of September, 2005.

By:	/s/    Denise Norgle
Name:	Denise Norgle
Title:	Vice President, Secretary

EX-3.12

Exhibit 3.12

BY-LAWS OF

TL MERGER CO.

Dated: November 15, 2002

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The corporation may also have offices at such other place both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of stockholders shall be held on the first Monday in June or, if a legal holiday, then on the next secular day following, at 10:00 a.m. Such meeting shall be held within or without the State of Delaware, at which meeting the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as may be convenient.

Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3. Notice. Written notice of the annual or special meeting shall be given to each stockholder entitled to vote thereat, in person or by mailing to him at his last known address, not less than 10 nor more than 60 days before the date of meeting, unless such notice is waived in writing by each stockholder entitled thereto.

Section 4. Stockholder List. The officer who has charge of the stock ledger of the corporation shall, not less than 10 nor more than 60 days prior to any election of directors, prepare a list of all stockholders of record (the date of such list being hereafter referred to as the “record date”), which list shall be in alphabetical order and shall show the address and number of shares registered in the name of each such stockholder. At such election, each stockholder of record on the record date shall be entitled to vote the shares owned by him, as disclosed by such

list, irrespective of any transfers thereof subsequent to the record date. Such list shall also govern the voting of shares at any adjourned meeting; provided, however, that the Board of Directors may, but shall not be required to, fix a new record date for any adjourned meeting. Such list shall be open to the examination of any stockholder or his duly authorized legal representative, during ordinary business hours, for a period of at least 10 days prior to the election, either at a place within the city, town or village where the election is to be held, and which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of election during the whole time thereof and shall be subject to the inspection of any stockholder who may be present.

Section 5. Quorum. The holders of 50% of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be presented or represented, at which time any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 6. Voting. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from the date, unless the proxy provides for a longer period.

Section 7. Written Consent. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes, of the certificate of incorporation, or of these by-laws, such meeting and vote of stockholders may be dispensed with if a majority of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE III

DIRECTORS

Section 1. Number. The minimum number of directors which shall constitute the whole Board of Directors shall be one. The number of directors to constitute the Board of Directors shall be decided by resolution of the Board of Directors from time to time and the directors shall be elected at the annual or special meeting of the stockholders (except as provided

2

in Section 2 of this Article), and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.

Section 3. Duties of Directors. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 4. Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the stockholders. In the event such meeting is not held immediately following the annual meeting of the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Special Meetings. Special meetings of the Board may be called by the President with notice to each of the directors as provided in Section 7 of Article III hereof; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two directors.

Section 7. Notice. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Written notice specifying the date, time and place of any meeting other than a regular meeting shall be given in writing to each director in person or by courier, mail, telegram or facsimile transmission (if receipt is confirmed by telephone), at his last known address, not less than two business days prior to the date and time designated therein for such meeting, unless said notice is waived in writing by a director. Notice shall be deemed given when delivered in person, by telegram or by facsimile or if mailed, five days after such mailing.

Section 8. Quorum. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3

Section 9. Voting. At all meetings of the Board of Directors, each director is to have one vote, irrespective of the number of shares of stock that he may hold.

Section 10. Unanimous Consent. Unless otherwise restricted by the certificate of incorporation or by these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

Section 11. Committees of Directors. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including the power and authority to declare dividends, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 12. Records of Committees. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 13. Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or by these by-laws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, more than one Vice President, and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a President, a Vice President, a Secretary and a Treasurer.

Section 3. Compensation. The Board of Directors may, in its own discretion, fix the salaries of all officers and agents of the corporation, in their capacity as such.

4

Section 4. Term. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

Section 5. Duties of Officers. The duties and powers of the officers shall be as follows:

Chairman of the Board

The Chairman of the Board, if there shall be one, shall cause to be called regular and special meetings of the stockholders and the Board of Directors and shall preside at all such meetings, and shall perform such other duties as shall from time to time be assigned by the Board of Directors.

President

The President shall be the Chief Executive Officer of the corporation and shall be responsible for the administration and operation of all of the business and affairs of the corporation. The President shall (i) present annually to the stockholders and directors a report of the condition of the business of the corporation; (ii) appoint and remove, employ and discharge, and fix the compensation of all servants, agents, employees and clerks of the corporation, within the scope of his authority as general manager; (iii) sign and make all contracts and agreements in the name of the corporation, within the scope of his authority as President; (iv) see that the books, reports, statements and certificates required by the statutes are properly kept, made and filed according to law; (v) sign all certificates of stock, notes, drafts or bills of exchange, warrants or other orders for the payments of money duly drawn by the Treasurer; and (vi) enforce these by-laws and perform all the duties incident to the position and office, and which are required by law.

Vice President

The Vice President, if there shall be one, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors (or, if there be no such determination, then in the order of their election), shall, in the absence or disability of the President, perform the duties and exercise all the powers of the President, and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Secretary

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings of all such meetings in a book to be kept for that purpose and shall perform like duties for the standing committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be.

5

Assistant Secretary

The Assistant Secretary, if there shall be one, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or, if there be no such determination, then in the order of their election), shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Treasurer

The Treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all of his transactions as Treasurer and of the financial condition of the corporation.

If required by the Board of Directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Board of Directors, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession or under his control belonging to the corporation.

In the event there are no Vice Presidents of the corporation, the Treasurer shall, in the absence of the Chairman of the Board and the President, or in the event of their inability to act, perform the duties of the Chairman of the Board and the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board and the President.

Assistant Treasurer

The Assistant Treasurer, if there shall be one, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or, if there shall be no such determination, then in the order of their election), shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

6

ARTICLE V

CERTIFICATES OF STOCK

Section 1. Description. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the President or a Vice President or Chairman, and countersigned by the Treasurer or Assistant Treasurer, Secretary or Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation, and sealed with the seal of the corporation. If the corporation shall be authorized to issue more than one class of stock, or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of stock; provided, however, that except as otherwise provided in Section 202 of the General Corporation Law of Delaware (as amended from time to time, the “DGCL”), in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Facsimile of Signature. Where a certificate is signed (1) by a transfer agent, or (2) by a transfer clerk, acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been issued, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

Section 3. Transfer of Stock. The stock of the corporation, irrespective of class, shall be assignable and transferable on the books of the corporation only by the person in whose name it appears on said books, or his legal representatives. In case of transfer by attorney, the power of attorney duly executed and acknowledged shall be deposited with the Secretary. In all cases of transfer, the former certificate must be surrendered up and canceled before a new certificate may be issued; however, in the event of loss, mutilation or destruction of a certificate, a duplicate certificate may be issued upon such terms as the Board of Directors shall prescribe. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books, subject, however, to any restrictions or limitations on the transfer thereof which may be set forth in the Certificate of Incorporation or referred to on the certificate so surrendered or which may be imposed by law or by any agreement to which the holder of such shares is subject.

7

Section 4. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote or take other action as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, in shares of capital stock, or otherwise as permissible by law, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Statements and Reports. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

Section 3. Checks and Notes. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

The Corporation may indemnify its directors and officers and shall advance expenses incurred by such directors and officers to the fullest extent permitted by Section 145 of the DGCL.

8

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed, or new by-laws may be adopted, at any regular meeting of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.

ARTICLE X

NOTICE

Section 1. Notice. Whenever, under the provisions of the statutes or of the certificate of incorporation or these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to require personal notice, but such notice may also be given in writing, by first class United States mail, postage prepaid, or by prepaid telegram and mail, addressed to such director or stockholder at his address as it appears on the records of the corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or, in the case of telegrams, when transmitted.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

9

ORGANIZATION ACTION IN WRITING OF INCORPORATOR

OF

TL MERGER CO.

The following action is taken this day through this instrument by the Incorporator of the above Corporation:

1. The adoption of the initial By-laws of the corporation.

2. The election of the following persons to serve as the Directors of the Corporation until the first annual meeting of the stockholders and until their successors are elected and qualified or until their earlier resignation or removal:

Harry Gambill

Jan Davis

Robert Lorch

/s/ Suzanne Knoll

Suzanne Knoll

Date: November 15, 2002

EX-3.13

Exhibit 3.13

Certificate of Incorporation of

RentReport Inc.

A Close Corporation

FIRST: The name of the Corporation is RentReport Inc.

SECOND: Its registered office is to be located at Suite 606, 1220 N. Market St., Wilmington, DE 19801, County of New Castle. The registered agent in charge thereof is American Incorporators Ltd.

THIRD: The nature of business and purpose of the organization is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Laws.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand five hundred (1500). All such shares are to be without par value and are to be of one class.

FIFTH: The name and address of the incorporator are as follows:

Jeff J. Garvey

Suite 606

1220 N. Market St.

Wilmington, DE 19801

SIXTH: The powers of the undersigned incorporator will terminate upon filing of the certificate of incorporation. The name and mailing address of the person(s) who will serve as initial director(s) until the first annual meeting of stockholders or until a successor(s) is elected and qualified are:

Andrew Lermsider

1562 First Avenue, Suite 238

New York, NY 10028

SEVENTH: Each person who serves or who has served as a director shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director: (i) for any breach of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for unlawful payment of dividend or unlawful stock purchase or redemption as such liability is imposed under Section 174 of the General Corporation Laws of Delaware; or (iv) for any transaction from which the director derived an improper personal benefit.

EIGHTH: All of the corporation’s issued stock, exclusive of treasury shares, shall be held of record by no more than thirty (30) persons.

NINTH: All of the issued stock of all classes shall be subject to one or more of the restrictions on transfer permitted by Section 202 of the General Corporation Law.

TENTH: The corporation shall make no offering of any of its stock of any class which would constitute a “public offering” within the meaning of the United States Securities Act of 1933, as it may be amended from time to time.

I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this certificate, and do certify that the facts stated herein are true, and I have accordingly set my hand.

/s/ Jeff J. Garvey

Jeff J. Garvey

INCORPORATOR

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

RENTREPORT INC.

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

RentReport Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST: That the name of this Corporation is RentReport Inc.

SECOND: That this Corporation was incorporated pursuant to the General Corporation Law of the State of Delaware on January 4, 1999.

THIRD: That the Board of Directors of this Corporation by unanimous written consent of the Board of Directors dated as of June 25, 1999, duly adopted resolutions setting forth the Amendments to and Restatement of the Certificate of Incorporation herein contained (the “Amended and Restated Certificate”), declaring its advisability and directing that such Amended and Restated Certificate be submitted to the holders of the issued and outstanding common stock of this Corporation for approval in accordance with the applicable provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “GCL”). The Amended and Restated Certificate was duly adopted, after having being declared advisable by the Board of Directors of this Corporation, by written consent of the holders of the majority of the common stock of this Corporation dated as of June 25, 1999, in accordance with the provisions of Section 228 of the GCL.

RESOLVED, that the certificate of incorporation of this Corporation be amended and restated in its entirety as follows:

ARTICLE I

The name of the Corporation is RentReport Inc.

ARTICLE II

The address of the registered office of this Corporation in the State of Delaware is 15 East North Street, Dover, Delaware. The name of the Corporation’s registered agent in the State of Delaware at such address is Incorporating Services, Ltd. County of Kent.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

A. Authorized Shares.

The total number of shares of all classes of stock that this Corporation is authorized to issue is One Million Three Hundred and Seventy-five Thousand (1,375,000) shares, $0.001 par value per share:

(i) One Million Two Hundred and Fifty Thousand (1,250,000) of such shares are designated as Common Stock; and

(ii) One Hundred and Twenty Five Thousand (125,000) shares are designated as Preferred Stock.

B. Common Stock.

(a) Dividend Rights, etc. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends and other distributions, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets of this Corporation legally available therefor, such dividends and other distributions as may be declared from time to time by the Board of Directors, and such other distributions of the assets of this Corporation upon its liquidation, dissolution or winding up, whether voluntary or involuntary.

(b) Voting Rights. The holder of each share of Common Stock shall have the right to one vote, and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of this Corporation, and each share of Common Stock shall be entitled to vote upon such matters and in such manner as may be provided by law and as provided by the bylaws.

C. Preferred Stock.

Authority is hereby expressly vested in the board of directors, subject to the provisions of this Article IV and to the limitations prescribed by law, to authorize the issue from time to time of one or more class or series of preferred stock and with respect to each such class or series to fix by resolution or resolutions adopted by the affirmative vote of a majority of the whole board of directors providing for the issue of such class or series the voting powers, full or limited, if any, of the shares of such class or series and the designations, preferences and relative, participating, optional or other special rights and the qualifications, limitations or restrictions thereof. The authority of the board of directors with respect to each class or series shall include, but not be limited to, the determination or fixing of the following:

(1) The number of shares constituting such class or series and the designation of such class or series.

(2) The dividend rate of such class or series, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes or series of this Corporation’s capital stock, and whether such dividends shall be cumulative or non-cumulative.

2

(3) Whether the shares of such class or series shall be subject to redemption by this Corporation at the option of either this Corporation or the holder or both or upon the happening of a specified event, and, if made subject to any such redemption, the times or events, prices and other terms and conditions of such redemption.

(4) The terms and amount of any sinking fund provided for the purchase or redemption of the shares of such class or series.

(5) Whether or not the shares of such class or series shall be convertible into, or exchangeable for, at the option of either the holder or this Corporation or upon the happening of a specified event, shares of any other class or classes or of any other series of the same or any other class or classes of this Corporation’s capital stock, and, if provision be made for conversion or exchange, the times or events, prices, rates, adjustments, and other terms and conditions of such conversions or exchanges.

(6) The restrictions, if any, on the issue or reissue of any additional preferred stock, including increases or decreases in the number of shares of any class or series subsequent to the issue of shares of that series.

(7) The rights of the holders of the shares of such class or series upon the voluntary or involuntary liquidation, dissolution or winding up of this Corporation.

(8) Any right to vote with holders of shares of any other series or class and any right to vote as a class, either generally or as a condition to specified corporate action, in addition to any voting powers required by law.

ARTICLE V

Except as otherwise provided in this Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of this Corporation.

ARTICLE VI

The number of directors of this Corporation shall be fixed from time to time in the manner provided in the Bylaws of this Corporation duly adopted by the Board of Directors or by the stockholders.

ARTICLE VII

Elections of directors need not be by written ballot unless the Bylaws of this Corporation shall so provide.

ARTICLE VIII

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of this Corporation may be kept (subject to any provision

3

contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of this Corporation.

ARTICLE IX

A director of this Corporation shall, to the fullest extent permitted by the General Corporation Law as it now exists or as it may hereafter be amended, not be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to this Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the General Corporation Law is amended, after approval by the stockholders of this Article, to authorize Corporation action further eliminating or limiting the personal liability of directors, then the liability of a director of this Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.

Any amendment, repeal or modification of this Article IX, or the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article IX, by the stockholders of this Corporation shall not apply to or adversely affect any right or protection of a director of this Corporation existing at the time of such amendment, repeal, modification or adoption.

ARTICLE X

Subject to the rights conferred upon stockholders herein, this Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute.

ARTICLE XI

To the fullest extent permitted by applicable law, this Corporation is authorized to provide indemnification of (and advancement of expenses to) agents of this Corporation (and any other persons to which General Corporation Law permits this Corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law, subject only to limits created by applicable General Corporation Law (statutory or non-statutory), with respect to actions for breach of duty to this Corporation, its stockholders, and others.

Any amendment, repeal or modification of the foregoing provisions of this Article XI shall not adversely affect any right or protection of a director, officer, agent, or other person existing at the time of, or increase the liability of any director of this Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification.

4

IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by the President and the Secretary of this Corporation on this 29th day of June, 1999.

/s/ Brent Borland

Brent Borland, President

/s/Andrew Lermsider

Andrew Lermsider, Secretary

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

RENTREPORT INC.

RENTREPORT INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is RentReport Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 4, 1999, and was amended and restated on July 19, 1999.

2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “GCL”), this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation as heretofore supplemented or amended.

3. The text of the Amended and Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

FIRST: The name of the corporation is RentPort, Inc.

SECOND: The address of the registered office of the corporation in the State of Delaware shall be at 15 East North Street, City of Dover, County of Kent; and the name of its registered agent at such address shall be United Corporate Services, Inc.

THIRD: The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which a corporation may be organized under the GCL.

FOURTH: The total number of shares of all classes of stock which the Corporation has authority to issue is forty-five million (45,000,000) shares, consisting of forty million (40,000,000) shares of Common Stock, par value $.0001 per share (the “Common Stock”), and five million (5,000,000) shares of Preferred Stock, par value $.0001 per share (the “Preferred Stock”), which Preferred Stock shall have such designations, powers, preferences and rights as may be authorized by the Board of Directors from time to time.

The Board of Directors is hereby authorized, subject to the provisions contained in this Article FOURTH, to issue the Preferred Stock from time to time in one or more series, which Preferred Stock shall be preferred to the Common Stock as to dividends and distribution of assets of the Corporation upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, as hereinafter provided, and shall have such designations as may be stated in the resolution or resolutions providing for the issuance of such stock adopted by the Board of Directors. In such resolution or resolutions providing for the issuance of shares of each

particular series, the Board of Directors is hereby expressly authorized and empowered to fix the number of shares constituting such series and to fix the designations and any of the preferences, powers or rights of the shares of the series so established to the full extent allowable by law except insofar as such designations, preferences, powers or rights arc fixed herein. Such authorization in the Board of Directors shall expressly include the authority to fix and determine the designations, preferences, powers or rights of such shares in all respects including, without limitation, the following:

(i) the rate of dividend;

(ii) whether shares can be redeemed or called and, if so, the redemption or call price and terms and conditions of redemption or call;

(iii) the amount payable upon shares in the event of dissolution, voluntary and involuntary liquidation or winding up of the affairs of the Corporation;

(iv) purchase, retirement or sinking fund provisions, if any, for the call, redemption or purchase of shares;

(v) the terms and conditions, if any, on which shares may be converted into Common Stock or any other securities;

(vi) whether or not shares have voting rights, and the extent of such voting rights, if any; and

(vii) whether shares shall be cumulative, noncumulative, or partially cumulative as to dividends and the dates from which any cumulative dividends are to accumulate.

COMMON STOCK

Section 1. Voting Rights. The holders of shares of Common Stock shall be entitled to one vote for each share so held with respect to all matters voted on by the stockholders of the Corporation, subject in all cases to the rights of the Preferred Stock, if any.

Section 2. Dividends. Subject to the rights of the Preferred Stock, if any, dividends may be paid on the Common Stock as and when declared by the Board of Directors.

Section 3. Liquidation Rights. Subject to the prior and superior right of the Preferred Stock, if any, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Common Stock shall be entitled to receive that portion of the remaining funds to be distributed in accordance with the provisions of this Certificate of Incorporation, as it may from time to time be amended or supplemented, including without limitation any supplement effected pursuant to a certificate of designations, setting forth such prior and superior rights. Such funds shall be paid to the holders of Common Stock pro rata on the basis of the number of shares of Common Stock held by each of them.

2

Section 4. Merger, Consolidation, Sale of Assets. Subject to the prior and superior rights of the Preferred Stock, if any, in the event of any merger or consolidation of the Corporation with or into another corporation in which the Corporation shall not survive, or the sale or transfer of all or substantially all of the assets of the Corporation to another entity, or a merger or consolidation in which the Corporation shall be the surviving entity but its Common Stock is exchanged for stock, securities or property of another entity, the holders of Common Stock shall be entitled to receive all cash, securities and other property received by the Corporation pro rata on the basis of the number of shares of Common Stock held by each of them.

Section 5. Residual Rights. All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary in this Certificate of Incorporation, as it may from time to time be amended or supplemented, including without limitation any supplement effected pursuant to a certificate of designations, shall be vested in the Common Stock.

Upon the filing of this Amended and Restated Certificate of Incorporation, each one (1) issued and outstanding share of Common Stock of the Corporation shall automatically and without further action on the part of the holder thereof be split into 30,000 shares of validly issued, fully paid and non-assessable shares of Common Stock of the Corporation. No scrip or fractional shares will be issued by reason of this amendment.”

FIFTH: The corporation is to have perpetual existence.

SIXTH: In furtherance and not in limitation of the objects, purposes and powers conferred by statute, the Board of Directors of the corporation is expressly authorized to make, alter or repeal the By-Laws of the corporation.

SEVENTH: The corporation shall indemnify any director or officer of the corporation and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. No amendment to or repeal of this Article SEVENTH shall apply to or have any effect on the rights of any individual referred to in this

3

Article SEVENTH for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal.

EIGHTH: The directors of the corporation shall incur no personal liability to the corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided, however, that the directors of the corporation shall continue to be subject to liability (i) for any breach of their duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL or (iv) for any transaction from which the directors derived an improper benefit. If the GCL is amended after the date of incorporation of the corporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

TENTH: Elections of directors need not be by written ballot unless the By-Laws of the corporation shall so provide.

ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the corporation.

IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Certificate of Incorporation to be signed by its President this 15 day of November, 1999.

By:	/s/ Brent D. Borland
	Brent D. Borland
	President

4

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

RENTPORT, INC.

RENTPORT, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is RentPort, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 4, 1999, and was amended and restated on July 19, 1999 and November 16, 1999.

2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “GCL”), this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation as heretofore supplemented or amended.

3. The text of the Amended and Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

FIRST: The name of the corporation is RentPort, Inc.

SECOND: The address of the registered office of the corporation in the State of Delaware shall be at 15 East North Street, City of Dover, County of Kent; and the name of its registered agent at such address shall be United Corporate Services, Inc.

THIRD: The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which a corporation may be organized under the GCL.

FOURTH: The total number of shares of all classes of stock which the Corporation has authority to issue is one hundred and thirty three million (133,000,000) shares, consisting of one hundred million (100,000,000) shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and thirty three million (33,000,000) shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), thirty three million (33,000,000) shares of which are designated Series A Preferred Stock.

FIFTH: The designations, powers, preferences and rights granted to or imposed upon the Common Stock and Preferred Stuck are as follows:

COMMON STOCK

Section 1. Voting Rights. The holders of shares of Common Stock shall be entitled to one vote for each share so held with respect to all matters voted on by the stockholders of the Corporation, subject in all cases to the rights of the Preferred Stock.

Section 2. Dividends. Subject to the rights of the Preferred Stock, dividends may be paid on the Common Stock as and when declared by the Board of Directors.

Section 3. Liquidation Rights. Subject to the prior and superior right of the Preferred Stock, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Common Stock shall be entitled to receive that portion of the remaining funds to be distributed in accordance with the provisions of this Certificate of Incorporation, as it may from time to time be amended or supplemented, including without limitation any supplement effected pursuant to a certificate of designations, setting forth such prior and superior rights. Such funds shall be paid to the holders of Common Stock pro rata on the basis of the number of shares of Common Stock held by each of them.

Section 4. Merger, Consolidation, Sale of Assets. Subject to the prior and superior rights of the Preferred Stock, in the event of any merger or consolidation of the Corporation with or into another corporation in which the Corporation shall not survive, or the sale or transfer of all or substantially all of the assets of the Corporation to another entity, or a merger or consolidation in which the Corporation shall be the surviving entity but its Common Stock is exchanged for stock, securities or property of another entity, the holders of Common Stock shall be entitled to receive all cash, securities and other property received by the Corporation pro rata on the basis of the number of shares of Common Stock held by each of them.

Section 5. Residual Rights. All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary in this Certificate of Incorporation, as it may from time to time be amended or supplemented, including without limitation any supplement effected pursuant to a certificate of designations, shall be vested in the Common Stock.

PREFERRED STOCK

Section 1. Dividends.

1A. General Obligation. When and as declared by the Corporation’s Board of Directors and to the extent permitted under the Delaware Business Corporation Law, the Corporation shall pay preferential dividends to the holders of the Series A Convertible Participating Preferred Stock (the “Preferred Stock”) as provided in this Section 1. Except as otherwise provided herein, dividends on each share of the Preferred Stock (a “Share”) shall accrue, whether or not declared or paid, on a daily, non-compounded basis at the rate of eight percent (8%) per annum of the Liquidation Value thereof from and including the date of issuance of such Share to and including the first to occur of (i) the date on which the Liquidation Value of such Share along with all accrued and unpaid dividends thereon is paid to the holder thereof in connection with either a Liquidation Event (as defined below) or the redemption of such Share

2

by the Corporation, (ii) the date on which such Share is converted into shares of Conversion Stock hereunder or (iii) the date on which such Share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative such that all accrued and unpaid dividends shall be fully paid before any dividends, distributions, redemptions or other payments may be made with respect to any Junior Securities. The date on which the Corporation initially issues any Share shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Share.

1B. Participating Dividends. In the event that the Corporation declares or pays any dividends upon the Common Stock (whether payable in cash, securities or other property) other than dividends payable solely in shares of Common Stock, the Corporation shall also declare and pay to the holders of the Preferred Stock at the same time that it declares and pays such dividends to the holders of the Common Stock, the dividends which would have been declared and paid with respect to the Common Stock issuable upon conversion of the Preferred Stock had all of the outstanding Preferred Stock been converted immediately prior to the record date for such dividend, or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

Section 2. Liquidation.

2A. Payment of Preference. Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary) (a “Liquidation Event”), each holder of Preferred Stock shall be entitled to be paid (a “Preferred Liquidation Payment”), before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Value of all Shares held by such holder along with all accrued and unpaid dividends thereon. If upon any such Liquidation Event the Corporation’s assets to be distributed among the holders of the Preferred Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 2A, then the entire assets available to be distributed to the Corporation’s stockholders shall be distributed pro rata among such holders based upon the aggregate Liquidation Value along with all accrued and unpaid dividends thereon of the Preferred Stock held by each such holder. Not less than sixty (60) days prior to the payment date stated therein, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such Liquidation Event.

2B. Participation. Upon any Liquidation Event, immediately after the holders of Preferred Stock shall have been paid in full in cash the Liquidation Value of each Share along with any accrued and unpaid dividends thereon pursuant to paragraph 2A above, the remaining assets of the Corporation available for distribution shall be distributed in the following order and priority:

3

(i) First, to the holders of outstanding Common Stock, an aggregate amount equal to $13,500,000 in the aggregate pro rata based on the number of shares of Common Stock held by each such holder.

(ii) Second, the remaining assets of the Corporation available for distribution shall be distributed ratably among the holders of Common Stock and Preferred Stock on an as converted basis.

2C. Change of Control. At the election of holders of at least 75% of the then outstanding shares of Preferred Stock, the occurrence of a Change of Control shall be deemed to be a Liquidation Event for purposes of this Section 2, and the holders of the Preferred Stock shall be entitled to receive payment from the Corporation of the amounts payable with respect to the Preferred Stock upon a Liquidation Event under this Section 2 in cancellation of their Shares upon the consummation of any such transaction. In the event that the holders of the Preferred Stock have not elected to receive such payment and such Change of Control constitutes an Organic Change, the provisions of section 5E shall be applicable to such Change in Control.

Section 3. Redemptions.

3A. Scheduled Redemption. Subject to the provisions of this Section 3, on each of the dates specified below (each, a “Redemption Date”), at the option of any holder of Preferred Stock, the Corporation shall redeem, out of funds legally available therefor, the corresponding percentage specified below of the outstanding Shares then held by such holder at a price per Share equal to the Liquidation Value along with any accrued and unpaid dividends thereon:

REDEMPTION DATE	SPECIFIED PERCENTAGE
December 31, 2002		33.33	%
December 31, 2003		33.33	%
December 31, 2004		33.33	%

3B. Redemption Payments. For each Share which is to be redeemed hereunder, the Corporation shall be obligated on the applicable Redemption Date to pay to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such Share), out of funds legally available therefor, an amount in cash in immediately available funds equal to the Liquidation Value of such Share along with all accrued and unpaid dividends thereon (the “Redemption Price”). If the funds of the Corporation legally available for redemption of Shares on any Redemption Date are insufficient to redeem the total number of Shares to be redeemed on such date, those funds which are legally available shall be used to redeem the maximum possible number of Shares pro rata among the holders of the Shares to be redeemed based upon the aggregate Liquidation Value (plus all accrued and unpaid dividends thereon) of such Shares held by each such holder. At any time thereafter when additional funds of the Corporation are legally available for the redemption of Shares, such funds shall immediately be used to redeem the balance of the Shares which the Corporation has become obligated to redeem on any Redemption Date but which it has not redeemed.

4

3C. Notice of Redemption. Each holder of Preferred Stock shall give written notice (a “Redemption Notice”) of its election to exercise its redemption rights under paragraph 3A above to the Corporation not more than thirty (30) nor less than ten (10) days prior to the date on which such redemption is to be made. In case fewer than the total number of Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Shares shall be issued to the holder thereof without cost to such holder within five (5) Business Days after surrender of the certificate representing the redeemed Shares.

3D. Dividends After Redemption Date. No Share shall be entitled to any dividends accruing after the date on which the Liquidation Value of such share along with any accrued and unpaid dividends thereon is paid to the holder of such Share or set aside for payment. On such date, all rights of the holder of such Share shall cease, and such Share shall no longer be deemed to be issued and outstanding.

3E. Redeemed or Otherwise Acquired Shares. Any Shares which are redeemed or otherwise acquired by the Corporation shall be canceled and retired to authorized but unissued shares of preferred stock and shall not be reissued or sold as shares of Preferred Stock or transferred.

3F. Other Redemptions or Acquisitions. The Corporation shall not, nor shall it permit any Subsidiary to, redeem or otherwise acquire any Shares of Preferred Stock, except pursuant to and in accordance with the terms hereof.

Section 4. Voting Rights.

4A. Election of Directors. In the election of directors of the Corporation, the holders of the Preferred Stock, voting separately as a single class to the exclusion of all other classes of the Corporation’s capital stock and with each Share of Preferred Stock entitled to one vote, shall be entitled to elect two (2) directors (the “Investor Directors”) to serve on the Corporation’s Board of Directors until their successors are duly elected by the holders of the Preferred Stock or they are removed from office by the holders of the Preferred Stock. If the holders of the Preferred Stock for any reason fail to elect a director to fill any such directorship, the election of an individual to such directorship shall be accomplished in accordance with the Company’s Bylaws and applicable law; provided that the holders of the Preferred Stock may subsequently remove and replace such person.

4B Other Voting Rights. The holders of the Preferred Stock shall be entitled to notice of all stockholders meetings in accordance with the Corporation’s bylaws, and except as otherwise required by applicable law, the holders of the Preferred Stock shall be entitled to vote on all matters submitted to the stockholders for a vote together with the holders of the Common Stock voting together as a single class with each share of Common Stock entitled to one vote per share and each Share of Preferred Stock entitled to one vote for each share of Common Stock issuable upon conversion of such Share of Preferred Stock as of the record date for such vote or, if no record date is specified, as of the date of such vote; provided, that the holders of Preferred Stock shall not be entitled to vote to elect any directors other than the Investor Directors which such holders are entitled to elect pursuant to Section 4A hereof

5

5. Conversion.

5A. Conversion Procedure.

(i) Subject to the provisions of this Section 5, at any time and from time to time, any holder of Preferred Stock may convert all or any portion of the Preferred Stock (including any fraction of a Share) held by such holder into a number of shares of Conversion Stock computed by dividing (A) the product of the number of Shares to be converted multiplied by $0.3528 by (B) the Conversion Price then in effect.

(ii) Except as otherwise provided herein, each conversion of Preferred Stock shall be deemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Preferred Stock to be converted have been surrendered for conversion at the principal office of the Corporation. At the time any such conversion has been effected, the rights of the holder of the Shares converted as a holder of Preferred Stock shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Conversion Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby.

(iii) The conversion rights of any Share actually redeemed hereunder shall terminate on the applicable Redemption Date for such Share.

(iv) Notwithstanding any other provision hereof, if a conversion of Preferred Stock is to be made in connection with a Qualified Public Offering, Change of Control or other transaction affecting the Corporation, the conversion of any Shares of Preferred Stock may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated.

(v) As soon as possible after a conversion has been effected (but in any event within three (3) Business Days after notice of such conversion has been delivered to the Corporation, provided that such conversion has been effected by such date, in the case of subparagraph (a) below), the Corporation shall deliver to the converting holder:

(a) a certificate or certificates representing the number of shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified;

(b) subject to clause 5A(vi), payment in an amount equal to all accrued and unpaid dividends with respect to each Share converted plus the amount payable under subparagraph (x) below with respect to such conversion; and

(c) a certificate representing any Shares which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.

(vi) If at the time of any conversion, an Event of Noncompliance described in Sections 7(a)(i) or 7(a)(iv) hereof shall have occurred and be continuing, any portion of the

6

accrued and unpaid dividends on the Preferred Stock may, at the converting holder’s option, be converted into an additional number of shares of Conversion Stock determined by dividing the amount of the unpaid dividends to be applied for such purpose, by the Conversion Price then in effect. If the converting holder so elects, if the Corporation is not permitted under applicable law to pay any portion of the accrued and unpaid dividends on the Preferred Stock being converted, the Corporation shall pay such amounts to the converting holder as soon thereafter as funds of the Corporation are legally available for such payment and at the request of any such converting holder and the Corporation shall provide such holder with written evidence of its obligation to such holder.

(vii) The issuance of certificates for shares of Conversion Stock upon conversion of the Preferred Stock shall be made without charge to the holders of such Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Conversion Stock, excluding any tax or other charge imposed in connection with any transfer in connection with the issue and delivery of shares of Common Stock in a name other than that in which the shares of Preferred Stock were registered. Upon conversion of each Share, the Corporation shall take all such actions as are necessary in order to insure that the Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.

(viii) The Corporation shall not close its books against the transfer of Preferred Stock or of Conversion Stock issued or issuable upon conversion of Preferred Stock in any manner which interferes with the timely conversion of Preferred Stock. The Corporation shall assist and cooperate with any holder of Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Shares hereunder (including, without limitation, making any filings required to be made by the Corporation).

(ix) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of Preferred Stock, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Preferred Stock. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as maybe necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action which would cause the number of authorized but unissued shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Preferred Stock.

(x) If any fractional interest in a share of Conversion Stock would, except for the provisions of this subparagraph, be delivered upon any conversion of Preferred Stock, the Corporation, in lieu of delivering the fractional share therefor, shall pay an amount to the holder thereof equal to the Fair Market Value of such fractional interest as of the date of conversion.

7

(xi) If the shares of Conversion Stock issuable by reason of conversion of Preferred Stock are convertible into or exchangeable for any other stock or securities of the Corporation, the Corporation shall, at the converting holder’s option, upon surrender of the Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Conversion Stock, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the stock or securities into which the shares of Conversion Stock issuable by reason of such conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified

5B. Conversion Price.

(i) The initial Conversion Price shall be $0.3528. In order to prevent dilution of the conversion rights granted under this Section 5, the Conversion Price shall be subject to adjustment from time to time pursuant to this paragraph 5B.

(ii) if and whenever on or after the original date of issuance of the Preferred Stock the Corporation issues or sells, or in accordance with paragraph 5C is deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then immediately upon such issue or sale or deemed issue or sale the Conversion Price shall be reduced to the lower of:

(a) the Conversion Price then in effect minus an amount equal to the product of (x) the Conversion Price in effect immediately prior to such issuance or sale less the lowest net price per share at which any such share of Common Stock has been issued or sold multiplied by (y) 0.50; and

(b) an amount determined by dividing (1) the sum of (x) the product derived by multiplying the Conversion Price in effect immediately prior to such issue or sale by the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale, plus (y) the consideration, if any, received by the Corporation upon such issue or sale, by (2) the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale.

(iii) Notwithstanding the foregoing, there shall be no adjustment in the Conversion Price hereunder as a result of any issuance or sale of Common Stock (a) to employees, consultants, members of management or directors of the Company pursuant to and in accordance with the 1999 Stock Incentive Plan, (b) otherwise so long as aggregate Fair Market Value of such Common Stock does not exceed $1 million at any time after the original date of issuance and such issuance and sale has been approved by the Board of Directors or (c) to unaffiliated third parties in connection with any strategic alliances or mergers and acquisitions approved by each of the Investor Directors.

5C. Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Conversion Price under paragraph 5B, the following shall be applicable:

8

(i) Issuance of Rights or Options. If the Corporation in any manner grants or sells any Options and the price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (A) the total amount, if any, received or receivable by the Corporation as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(ii) Issuance of Convertible Securities. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon conversion or exchange thereof is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (A) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 5, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

(iii) Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be immediately adjusted to the Conversion Price which

9

would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of paragraph 5C, if the terms of any Option or Convertible Security which was outstanding as of the date of issuance of the Preferred Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided, that no such change shall at any time cause the Conversion Price hereunder to be increased.

(iv) Treatment of Expired Options and Unexercised Convertible Securities. Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security without the exercise of any such Option or right, the Conversion Price then in effect hereunder shall be adjusted immediately to the Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued. For purposes of paragraph 5C, the expiration or termination of any Option or Convertible Security which was outstanding as of the date of issuance of the Preferred Stock shall not cause the Conversion Price hereunder to be adjusted unless, and only to the extent that, a change in the terms of such Option or Convertible Security caused it to be deemed to have been issued after the date of issuance of the Preferred Stock.

(v) Calculation of Consideration Received. If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor (net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation shall be the Fair Market Value thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Corporation and the holders of a majority of the outstanding Preferred Stock. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Corporation and the holders of a majority of the outstanding Preferred Stock. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Corporation.

(vi) Integrated Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto, the Option shall be deemed to have been issued for a consideration of $.01.

10

(vii) Treasury Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation or any Subsidiary, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock.

(viii) Record Date. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (a) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (b) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

5D. Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased.

5E. Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Corporation’s assets or other transaction, in each case which is effected in such a manner that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change”. Subject to Section 2C hereof, prior to the consummation of any Organic Change, the Corporation shall make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Preferred Stock then outstanding) to insure that each of the holders of Preferred Stock shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Conversion Stock immediately theretofore acquirable and receivable upon the conversion of such holder’s Preferred Stock, such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted its Preferred Stock immediately prior to such Organic Change. Subject to Section 2C hereof, in each such case, the Corporation shall also make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Preferred Stock then outstanding) to insure that the provisions of this Section 5 and Sections 1, 2 and 8 hereof shall thereafter be applicable to the Preferred Stock (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Corporation, an immediate adjustment of the Conversion Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Conversion Stock acquirable and receivable upon conversion of Preferred Stock, if the value so reflected is less than the Conversion Price in effect immediately prior to such consolidation, merger or sale). In the event that such Organic Change is a Change of Control, unless pursuant to paragraph 2C the holders of 75% of the then outstanding shares of Preferred Stock have elected to receive the

11

amounts payable to such holders under paragraph 2C in exchange for each share of Preferred Stock held by each such holder, the Corporation shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the holders of a majority of the Preferred Stock then outstanding), the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

5F. Certain Events. If any event occurs of the type contemplated by the provisions of this Section 5 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Corporation’s Board of Directors shall make an appropriate adjustment in the Conversion Price so as to protect the rights of the holders of Preferred Stock; provided, that no such adjustment shall increase the Conversion Price as otherwise determined pursuant to this Section 5 or decrease the number of shares of Conversion Stock issuable upon conversion of each Share.

5G. Notices.

(i) Immediately upon any adjustment of the Conversion Price, the Corporation shall give written notice thereof to all holders of Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment.

(ii) The Corporation shall give written notice to all holders of Preferred Stock at least twenty (20) days prior to the date on which the Corporation closes its books or takes a record (a) with respect to any dividend or distribution upon Common Stock, (b) with respect to any pro rata subscription offer to holders of Common Stock or (c) for determining rights to vote with respect to any Organic Change, dissolution or liquidation.

(iii) The Corporation shall also give written notice to the holders of Preferred Stock at least twenty (20) days prior to the date on which any Organic Change shall take place.

5H. Mandatory Conversion. Upon the consummation of a Qualified Public Offering, all outstanding shares of Preferred Stock shall automatically convert into Common Stock in accordance with the terms of this paragraph 5H. Any mandatory conversion pursuant to this paragraph 5H shall only be effected at the time of and subject to the closing of the consummation of such Qualified Public Offering and upon written notice of such mandatory conversion delivered to all holders of Preferred Stock at least thirty (30) days prior to such Qualified Public Offering.

Section 6. Purchase Rights. If at any time the Corporation grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stuck (the “Purchase Rights”), then each holder of Preferred Stock shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Conversion Stock acquirable upon conversion of such

12

holder’s Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

Section 7. Events of Noncompliance.

7A. Definition. An Event of Noncompliance shall have occurred if:

(i) the Corporation fails to make any redemption payment with respect to the Preferred Stock which it is required to make hereunder for five days from the date such payment is due, whether or not such payment is legally permissible or is prohibited by any agreement to which the Corporation is subject;

(ii) the Corporation breaches or otherwise fails to perform or observe the covenants set forth in sections 7.1(h), 7.3 and 7.4 of the Purchase Agreement and if such breach or failure is of a type that is curable, fails to cure such breach within twenty (20) days of written notice thereof;

(iii) within the applicable survival period for such representation or warranty as set forth in the Purchase Agreement, (a) it is discovered that any representation or warranty contained in Section 4.3 of the Purchase Agreement was false or misleading in any material respect on the date made or (b) it is discovered that any representation or warranty contained in Section 4.5(b) of the Purchase Agreement was false or misleading in any material respect on the date made;

(iv) the Corporation or any material Subsidiary makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Corporation or any material Subsidiary bankrupt or insolvent; or any order for relief with respect to the Corporation or any material Subsidiary is entered under the Federal Bankruptcy Code; or the Corporation or any material Subsidiary petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Corporation or any material Subsidiary or of any substantial part of the assets of the Corporation or any material Subsidiary, or commences any proceeding (other than a proceeding for the voluntary liquidation and dissolution of a Subsidiary) relating to the Corporation or any material Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Corporation or any material Subsidiary and either (a) the Corporation or any such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein or (b) such petition, application or proceeding is not dismissed within 60 days;

(v) a judgment is rendered against the Corporation or any Subsidiary, the uninsured portion of which is in excess of $500,000 and, within 60 days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within 60 days after the expiration of any such stay, such judgment is not discharged; or

13

(vi) the Corporation or any Subsidiary defaults in the performance of any obligation or agreement if the effect of such default is to cause an amount exceeding $500,000 to become due prior to its stated maturity or to permit the holder or holders of any obligation to cause an amount exceeding $500,000 to become due prior to its stated maturity.

7B. Consequences of Events of Noncompliance.

(i) If an Event of Noncompliance (other than an Event of Noncompliance described in section 7A(v) or 7A(vi)) has occurred, the dividend rate on the Preferred Stock shall increase immediately by an increment of 2.0 percentage point(s). Thereafter, until such time as no Event of Noncompliance exists, the dividend rate shall increase automatically at the end of each succeeding 90-day period by an additional increment of 2.0 percentage point(s) (but in no event shall the dividend rate exceed 10% solely in the event of the occurrence of an Event of Noncompliance described in Section 7A(iii)(b) or 20% in the event of any other applicable Event of Noncompliance)). Any increase of the dividend rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Event of Noncompliance exists, subject to subsequent increases pursuant to this paragraph.

(ii) If an Event of Noncompliance (other than an Event of Noncompliance described in section 7A(iv), 7A(v) or 7A(vi)) has occurred, the holder or holders of a majority of the Preferred Stock then outstanding may demand (by written notice delivered to the Corporation) immediate redemption of all or any portion of the Preferred Stock owned by such holder or holders at a price per Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon). The Corporation shall give prompt written notice of such election to the other holders of Preferred Stock (but in any event within five days after receipt of the initial demand for redemption), and each such other holder may demand immediate redemption of all or any portion of such holder’s Preferred Stock by giving written notice thereof to the Corporation within seven days after receipt of the Corporation’s notice. The Corporation shall redeem all Preferred Stock as to which rights under this paragraph have been exercised within 15 days after receipt of the initial demand for redemption.

(iii) If an Event of Noncompliance of the type described in subparagraph 7A(iv) has occurred, all of the Preferred Stock then outstanding shall be subject to immediate redemption by the Corporation (without any action on the part of the holders of the Preferred Stock) at a price per Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon). The Corporation shall immediately redeem all Preferred Stock upon the occurrence of such Event of Noncompliance.

(iv) If an Event of Noncompliance (other than an Event of Noncompliance described in section 7A(v) or 7A(vi)) has occurred and continues for a period of thirty (30) days, the Conversion Price of the Preferred Stock shall be reduced immediately by 10% of the Conversion Price in effect immediately prior to such adjustment. Thereafter, other than with respect to an Event of Noncompliance described in Section 7A(iii)(b) (with respect to which there shall be no further adjustment to the Conversion Price pursuant to this sentence) until such time as no Event of Noncompliance exists, the Conversion Price shall be reduced at the end of each of the next four succeeding 90-day periods by an additional 10% of the Conversion Price in effect immediately prior to such adjustment.

14

(v) If any Event of Noncompliance described in Sections 7(a)(i) or 7(a)(iv) hereof has occurred, the number of directors constituting the Corporation’s Board of Directors shall, at the request of a majority of the Preferred Stock then outstanding, be increased by one member, and the holders of Preferred Stock shall have the special right, voting separately as a single class (with each Share being entitled to one vote) and to the exclusion of all other classes of the Corporation’s stock, to elect an individual to fill such newly created directorship, to fill any vacancy of such directorship and to remove any individual elected to such directorship. The newly created directorship shall constitute a separate class of directors, and the director elected by the holders of the Preferred Stock shall be entitled to cast a number of votes on each matter considered by the Board of Directors (including for purposes of determining the existence of a quorum) equal to the sum of the number of votes entitled to be cast by all of the other directors plus one.” The special right of the holders of Preferred Stock to elect a member of the Board of Directors may be exercised at the special meeting called pursuant to this subparagraph (v), at any annual or other special meeting of stockholders and, to the extent and in the manner permitted by applicable law, pursuant to a written consent in lieu of a stockholders meeting. Such special right shall continue until such time as there is no longer any Event of Noncompliance in existence, at which time such special right shall terminate subject to revesting upon the occurrence and continuation of any Event of Noncompliance which gives rise to such special right hereunder.

At any time when such special right has vested in the holders of Preferred Stock, a proper officer of the Corporation shall, upon the written request of holders of at least 25% of the Preferred Stock then outstanding, addressed to the secretary of the Corporation, call a special meeting of the holders of Preferred Stock for the purpose of electing director pursuant to this subparagraph. Such meeting shall be held at the earliest legally permissible date at the principal office of the Corporation, or at such other place designated by the holders of at least 10% of the Preferred Stock then outstanding. If such meeting has not been called by a proper officer of the Corporation within 10 days after personal service of such written request upon the secretary of the Corporation or within 20 days after mailing the same to the secretary of the Corporation at its principal office, then the holders of at least 10% of the Preferred Stock then outstanding may designate in writing one of their number to call such meeting at the expense of the Corporation, and such meeting may be called by such Person so designated upon the notice required for annual meetings of stockholders and shall be held at the Corporation’s principal office, or at such other place designated by the holders of at least 10% of the Preferred Stock then outstanding. Any holder of Preferred Stock so designated shall be given access to the stock record books of the Corporation for the purpose of causing a meeting of stockholders to be called pursuant to this subparagraph.

At any meeting or at any adjournment thereof at which the holders of Preferred Stock have the special right to elect directors, the presence, in person or by proxy, of the holders of a majority of the Preferred Stock then outstanding shall be required to constitute a quorum for the election or removal of any director by the holders of the Preferred Stock exercising such special right. The vote of a majority of such quorum shall be required to elect or remove any such director.

Any director so elected by the holders of Preferred Stock shall continue to serve as a director until the expiration of the lesser of (a) a period of six months following the date on

15

which there is not longer any Event of Noncompliance in existence or (b) the remaining period of the full term for which such director has been elected. After the expiration of such six-month period or when the full term for which such director has been elected ceases (provided that the special right to elect directors has terminated), as the case may be, the number of directors constituting the board of directors of the Corporation shall decrease to such number as constituted the whole board of directors of the Corporation immediately prior to the occurrence of the Event or Events of Noncompliance giving rise to the special right to elect directors.

(vi) If any Event of Noncompliance exists, each holder of Preferred Stock shall also have any other rights which such holder is entitled to under any contract or agreement at any time and any other rights which such holder may have pursuant to applicable law.

Section 8. Registration of Transfer.

The Corporation shall keep at its principal office a register for the registration of Preferred Stock. Upon the surrender of any certificate representing Preferred Stock at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of Shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of Shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such Preferred Stock represented by the surrendered certificate.

Section 9. Replacement.

Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided, that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of Shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

Section 10. Definitions.

“1999 Stock Incentive Plan” means the Corporation’s 1999 Stock Incentive Plan approved by the Corporation’s Board of Directors on July 22, 1999, and as amended and in effect on March 31, 2000.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by law or executive order to close.

16

“Change of Control” means (a) any sale, transfer or issuance or series of sales, transfers and/or issuances of Common Stock by the Corporation or any holders thereof which results in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act of 1934), other than the holders of Preferred Stock as of the date of issuance of such Shares, beneficially owning (as such term is used in the Securities Exchange Act of 1934) more than 50% of the Common Stock outstanding at the time of such sale, transfer or issuance or series of sales, transfers and/or issuances, (b) any sale or transfer of all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis (measured either by book value in accordance with generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Corporation’s Board of Directors) in any transaction or series of transactions (other than sales in the ordinary course of business) and (c) any merger or consolidation to which the Corporation is a party, except for a merger in which the Corporation is the surviving corporation, the terms of the Preferred Stock are not changed and the Preferred Stock is not exchanged for cash, securities or other property, and after giving effect to such merger, the holders of the Corporation’s outstanding capital stock possessing a majority of the voting power (under ordinary circumstances) to elect a majority of the Corporation’s Board of Directors immediately prior to the merger shall continue to own the Corporation’s outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation’s Board of Directors.

“Common Stock” means, collectively, the Corporation’s Common Stock, $0.001 par value per share, and any capital stock of any class of the Corporation hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

“Common Stock Deemed Outstanding” means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to subparagraphs 5C(i) and 5C(ii) hereof whether or not the Options or Convertible Securities are actually exercisable at such time.

“Conversion Stock” means shares of the Corporation’s Common Stock, no par value per share; provided, that if there is a change such that the securities issuable upon conversion of Preferred Stock are issued by an entity other than the Corporation or there is a change in the type or class of securities so issuable, then the term “Conversion Stock” shall mean one share of the security issuable upon conversion of Preferred Stock if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.

“Convertible Securities” means any stock or securities directly or indirectly convertible into or exchangeable for Common Stock

“Fair Market Value” of any security means the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the

17

Nasdaq Stock Market System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the Nasdaq Stock Market System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of twenty-one (21) days consisting of the day as of which “Fair Market Value” is being determined and the twenty (20) consecutive Business Days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the Nasdaq Stock Market System or the over-the-counter market, the “Fair Market Value” shall be the fair value thereof determined jointly by the Corporation and the holders of a majority of the Preferred Stock. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by a nationally recognized independent appraiser experienced in valuing securities jointly selected by the Corporation and the holders of a majority of the Preferred Stock. The determination of such appraiser shall be final and binding upon the parties, and the Corporation shall pay the fees and expenses of such appraiser.

“Junior Securities” means any capital stock or other equity securities of the Corporation, except for the Preferred Stock.

“Liquidation Value” of any Share as of any particular date shall be equal to $0.3528.

“Options” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

“Organic Change” has the meaning given that term in paragraph 5E herein.

“Person” means an individual, a partnership, a corporation, a limited liability company, a limited liability partnership, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof

“Preferred Stock” has the meaning given that term in paragraph 1A herein.

“Purchase Agreement” means the Preferred Stock Purchase Agreement, dated as of March 31, 2000, by and among the Corporation and certain investors, as such agreement may from time to time be amended in accordance with its terms.

“Qualified Public Offering” means the sale, in a firmly underwritten public offering registered under the Securities Act and underwritten by a nationally recognized investment bank approved by vote of a majority of the Board of Directors, of shares of Common Stock (a) having a per share value (based on the aggregate proceeds received by the Corporation in such offering, prior to applicable underwriting discounts or commissions) of no less than $1.41 (but after giving effect to any stock splits, reverse stock splits, recapitalizations, consolidations or similar transactions consummated in connection with such offering) and (b) resulting in gross proceeds to the Corporation of at least $20 million.

“Redemption Date” as to any Share has the meaning given that term in Section 3 herein; provided, that no such Redemption Date specified herein shall be a Redemption Date

18

unless the Liquidation Value of such Share along with all accrued and unpaid dividends thereon is actually paid in full on such date, and if not so paid in full, the Redemption Date shall be the date on which such amount is fully paid.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company, partnership, association or other business entity.

Section 11. Amendment and Waiver.

No amendment, modification or waiver shall be binding or effective with respect to any provision of Sections 1 to 12 hereof without the prior written consent of the holders of at least a majority of the Preferred Stock outstanding at the time such action is taken.

Section 12. Notices.

Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be (i) delivered in person, (ii) transmitted by telecopy, (iii) sent by registered or certified mail, postage prepaid with return receipt requested, or (iv) sent by reputable overnight courier service, fees prepaid, to (x) the Corporation, at its principal executive offices and (y) to any stockholder, at such stockholder’s address or telecopy as it appears in the records of the Corporation (unless otherwise indicated in writing by any such stockholder). Notices shall be deemed given upon personal delivery, upon receipt of return receipt in the case of delivery by mail, upon acknowledgment by the receiving telecopier or one day following deposit with an overnight courier service.

SIXTH: The corporation is to have perpetual existence.

SEVENTH: In furtherance and not in limitation of the objects, purposes and powers conferred by statute, the Board of Directors of the corporation is expressly authorized to make, alter or repeal the By-Laws of the corporation.

EIGHTH: The corporation shall indemnify any director or officer of the corporation and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the

19

corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. No amendment to or repeal of this Article EIGHTH shall apply to or have any effect on the rights of any individual referred to in this Article EIGHTH for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal.

NINTH: The directors of the corporation shall incur no personal liability to the corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided, however, that the directors of the corporation shall continue to be subject to liability (i) for any breach of their duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL or (iv) for any transaction from which the directors derived an improper benefit. If the GCL is amended after the date of incorporation of the corporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

TENTH: The corporation reserves the right, subject to any limitations set forth herein, to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute.

ELEVENTH: Elections of directors need not be by written ballot unless the By-Laws of the corporation shall so provide.

TWELFTH: Meetings of stockholders maybe held within or without the State of Delaware, as the By-Laws may provide. The books of the corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the corporation.

20

IN WITNESS WHEREOF, the undersigned has caused this Third Amended and Restated Certificate of Incorporation to be signed by its President this 31^st day of March, 2000

By:	/s/ Brent D. Borland
	Brent D. Borland
	President

CERTIFICATE OF AMENDMENT

OF

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

RENTPORT, INC.

RENTPORT, INC., a corporation organized and existing under and by virtue of. the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: The name of the Corporation is RentPort, Inc.

SECOND That the Board of Directors of the Corporation (the “Board”), acting by unanimous written consent in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, adopted the following resolutions proposing and declaring advisable the following amendments to the Third Amended and Restated Certificate of Incorporation of the Corporation:

RESOLVED, Article FOURTH of the Third Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Article FOURTH thereof and by substituting in lieu of said Article FOURTH the following new article:

“FOURTH: The total number of shares of all classes of stock which the Corporation has authority’ to issue is one hundred and fifty five million (155,000,000) shares, consisting of one hundred million (100,000,000) shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and fifty five million (55,000,000) shares of Preferred Stock, par value $0.000l per share (the “Preferred Stock”), fifty five million (55,000,000) shares of which are designated Series A Preferred Stock

Upon the filing of this amendment to the Third Amended and Restated Certificate of Incorporation, whereby Article FOURTH is amended in its entirety to read as set forth herein, each five (5) issued and outstanding shares of Common Stock of the Corporation shall automatically and without further action on the part of the holder thereof be combined into one (1) share of validly issued, fully paid and non-assessable shares of Common Stock of the Corporation. No scrip or fractional shares will be issued by reason of this amendment.”

RESOLVED, Section 5B(iii) of Article FIFTH (Preferred Stock) of the Third Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Section 5B(iii) of Article FIFTH thereof and by substituting in lieu of said Section 5B(iii) of Article FIFTH the following new article:

“Notwithstanding the foregoing, there shall be no adjustment in the Conversion Price hereunder as a result of any issuance or sale of Common Stock (a) to employees, consultants, members of management or directors of the Company pursuant to and in accordance with the 1999 Stock Incentive Plan, (b) otherwise so long as aggregate Fair Market Value of such Common Stock does not exceed

$1 million at any time after the original date of issuance and such issuance and sale has been approved by the Board of Directors, (c) to unaffiliated third parties in connection with any strategic alliances or mergers and acquisitions approved by each of the Investor Directors, (d) in connection with the issuance and sale by the Corporation of Senior Convertible Notes (the “Notes”) in the aggregate principal amount of up to $4.0 million, and warrants to purchase shares of Common Stock of the Corporation to be issued in connection with the sale of the Notes, and the issuance of shares of Common Stock upon exercise of the warrants.”

THIRD: That pursuant to a resolution of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation and was duly adopted by a majority of the stockholders of the Corporation acting by written consent in accordance with the applicable provisions of Section 228 of the General Corporation Law of the State of Delaware.

FOURTH: That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 of the Creneral Corporation Law of the State of Delaware.

2

IN WITNESS WHEREOF, the undersigned has signed this Certificate and affirms, under penalties of perjury, that the Certificate is the act and deed of the corporation and the facts stated herein are true.

	RENTPORT, INC.
	By:	/s/ John Heller
Date: December 28, 2000		John Heller
		Chief Executive Officer

CERTIFICATE OF AMENDMENT

OF

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

RENTPORT, INC.

RENTPORT, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: The name of the Corporation is RentPort, Inc.

SECOND: That the Board of Directors of the Corporation (the “Board”), acting by unanimous written consent in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, adopted the following resolutions proposing and declaring advisable the following amendments to the Third Amended and Restated Certificate of Incorporation of the Corporation:

RESOLVED, Section 5B(iii) of Article FIFTH (Preferred Stock) of the Third Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Section 5B(iii) of Article FIFTH thereof and by substituting in lieu of said Section 5B(iii) of Article FIFTH the following new article:

“Notwithstanding the foregoing, there shall be no adjustment in the Conversion Price hereunder as a result of any issuance or sale of Common Stock (a) to employees, consultants, members of management or directors of the Company pursuant to and in accordance with the 1999 Stock Incentive Plan, (b) otherwise so long as aggregate Fair Market Value of such Common Stock does not exceed $1 million at any time after the original date of issuance and such issuance and sale has been approved by the Board of Directors, (c) to unaffiliated third parties in connection with any strategic alliances or mergers and acquisitions approved by each of the Investor Directors, (d) in connection with the issuance and sale by the Corporation of Senior Convertible Secured Notes (the “Notes”) in the aggregate principal amount of up to $5.0 million pursuant to the Amended and Restated Senior Convertible Secured Note and Warrant Purchase Agreement, dated as of June 13, 2001, by and between RentPort, Inc. and the parties named therein (plus any additional principal amount necessary for the Corporation to satisfy the preemptive rights of security holders set forth in the Corporation’s Second Amended and Restated Stockholders Agreement, dated as of January 18, 2001, as such agreement may be amended from time to time) and warrants to purchase shares of Common Stock of the Corporation issued in connection with the sale of the Notes, and the issuance of shares of Common Stock upon exercise of the warrants.

THIRD: That pursuant to a resolution of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation and was duly adopted by a

majority of the stockholders of the Corporation acting by written consent in accordance with the applicable provisions of Section 228 of the General Corporation Law of the State of Delaware.

FOURTH: That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

2

IN WITNESS WHEREOF, the undersigned has signed this Certificate and affirms, under penalties of perjury, that the Certificate is the act and deed of the corporation and the facts stated herein are true.

	RENTPORT, INC.
	By:	/s/ John Heller
Date: June 13, 2001		John Heller
		Chief Executive Officer

FOURTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

RENTPORT, INC.

RENTPORT, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is RentPort, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 4, 1999 under the name RentReport Inc.

2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “GCL”), this Fourth Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation as heretofore supplemented or amended.

3. The text of the Third Amended and Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

FIRST: The name of the corporation is RentPort, Inc.

SECOND: The address of the registered office of the corporation in the State of Delaware shall be at 15 East North Street, City of Dover, County of Kent, and the name of its registered agent at such address shall be United Corporate Services, Inc.

THIRD: The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which a corporation may be organized under the GCL.

FOURTH: The total number of shares of all classes of stock which the Corporation has authority to issue is thirteen billion thirty million (13,030,000,000) shares, consisting of seven billion (7,000,000,000) shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and six billion thirty million (6,030,000,000) shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), thirty million (30,000,000) shares of which are designated Series A Preferred Stock and six billion (6,000,000,000) shares of which are designated Series B Preferred Stock.

FIFTH: The designations, powers, preferences and rights granted to or imposed upon the Common Stock and Preferred Stock are as follows:

I. COMMON STOCK

Section 1. Voting Rights. The holders of shares of Common Stock shall be entitled to one vote for each share so held with respect to all matters voted on by the stockholders of the Corporation, subject in all cases to the rights of the Preferred Stock set forth in Section 4 of Part II and Section 4 of Part III.

Section 2. Dividends. Subject to the rights of the Preferred Stock, dividends may be paid on the Common Stock as and when declared by the Board of Directors.

Section 3. Liquidation Rights. Subject to the prior and superior right of the Preferred Stock, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Common Stock shall be entitled to receive that portion of the remaining funds to be distributed in accordance with the provisions of this Certificate of Incorporation, as it may from time to time be amended or supplemented, including without limitation any supplement effected pursuant to a certificate of designations, setting forth such prior and superior rights. Such funds shall be paid to the holders of Common Stock pro rata on the basis of the number of shares of Common Stock held by each of them.

Section 4. Merger, Consolidation, Sale of Assets. Subject to the prior and superior rights of the Preferred Stock, in the event of any merger or consolidation of the Corporation with or into another corporation in which the Corporation shall not survive, or the sale or transfer of all or substantially all of the assets of the Corporation to another entity, or a merger or consolidation in which the Corporation shall be the surviving entity but its Common Stock is exchanged for stock, securities or property of another entity, the holders of Common Stock shall be entitled to receive all cash, securities and other property received by the Corporation pro rata on the basis of the number of shares of Common Stock held by each of them.

Section 5. Residual Rights. All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary in this Certificate of Incorporation, as it may from time to time be amended or supplemented, including without limitation any supplement effected pursuant to a certificate of designations, shall be vested in the Common Stock.

II. SERIES A PREFERRED STOCK

All capitalized terms used in this Part II and not otherwise defined in this Part II shall have the respective meanings ascribed thereto in Section 10 of this Part II.

Section 1. Dividends.

1A. General Obligation. When and as declared by the Corporation’s Board of Directors and to the extent permitted under the Delaware Business Corporation Law, the Corporation shall pay preferential dividends to the holders of the Series A Convertible Participating Preferred Stock (the “Series A Preferred Stock”) as provided in this Section 1. Except as otherwise provided herein, dividends on each share of the Series A Preferred Stock (a “Series A Share”) shall accrue, whether or not declared or paid, on a daily, non-compounded

2

basis at the rate of eight percent (8%) per annum of the Series A Liquidation Value thereof from and including the date of issuance of such Series A Share to and including the first to occur of (i) the date on which the Series A Liquidation Value along with all accrued and unpaid dividends thereon is paid to the holder thereof in connection with either a Liquidation Event (as defined below) or the redemption of such Series A Share by the Corporation, (ii) the date on which such Series A Share is converted into shares of Conversion Stock hereunder or (iii) the date on which such Series A Share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative such that all accrued and unpaid dividends shall be fully paid before any dividends, distributions, redemptions or other payments may be made with respect to any Junior Securities. The date on which the Corporation initially issues any Series A Share shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Series A Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Series A Share.

1B. Participating Dividends. In the event that the Corporation declares, pays or sets apart for payment any dividends on the Common Stock, whether payable in cash, property or otherwise (a “Common Dividend”) other than dividends payable solely in shares of Common Stock, the Corporation shall also declare and pay to the holders of the Series A Preferred Stock at the same time that it declares and pays such dividends to the holders of the Common Stock, the dividends which would have been declared and paid with respect to the Common Stock issuable upon conversion of the Series A Preferred Stock had all of the outstanding Series A Preferred Stock been converted immediately prior to the record date for such dividend, or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

Section 2. Liquidation.

2A. Payment of Preference. Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary) (a “Liquidation Event”), each holder of Series A Preferred Stock shall be entitled to be paid, after payment to the holders of Senior Securities, of full amounts to which they are entitled (in the case of the Series B Preferred Stock, as set forth in Section 2 of Part III of this Article FIFTH) but before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Series A Liquidation Value of all Series A Shares held by such holder along with all accrued and unpaid dividends thereon. If upon any such Liquidation Event the Corporation’s assets to be distributed among the holders of the Series A Preferred Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 2A, then the entire assets available to be distributed to the Corporation’s stockholders after payment to the holders of Senior Securities, of full amounts to which they are entitled (in the case of the Series B Preferred Stock, as set forth in Section 2 of Part III of this Article FIFTH) shall be distributed pro rata among such holders based upon the aggregate Series A Liquidation Value along with all accrued and unpaid dividends thereon of the Series A Preferred Stock held by each such holder. Not less than sixty (60) days prior to the payment date stated therein, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series A Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Series A

3

Share, each Series B Share and each share of any other Senior Security and of Common Stock in connection with such Liquidation Event.

2B. Participation. Upon any Liquidation Event, the assets of the Corporation available for distribution shall be distributed in accordance with the provisions of Section 2B of Part III of this Article FIFTH which are incorporated by reference herein.

2C. Change of Control. At the election of holders of at least 75% of the then outstanding shares of Series A Preferred Stock and at least 75% of each class of the then outstanding shares of Senior Securities, the occurrence of a Change of Control shall be deemed to be a Liquidation Event for purposes of this Section 2, and the holders of the Series A Preferred Stock shall be entitled to receive payment, from the Corporation of the amounts payable with respect to the Series A Preferred Stock upon a Liquidation Event under this Section 2 in cancellation of their Series A Shares upon the consummation of any such transaction. In the event that the holders of the Series A Preferred Stock, and any outstanding class of Senior Securities have not elected to receive such payment and such Change of Control constitutes an Organic Change, the provisions of Section 5E of Part II shall be applicable to such Change in Control.

Section 3. Redemptions.

3A. Scheduled Redemptions. Subject to the provisions of this Section 3, and subject to the prior rights of the holders of Senior Securities to have such Senior Securities redeemed (in the case of Series B Preferred Stock, as set forth in Section 3 of Part III hereof), on each of the dates specified below (each, a “Series A Redemption Date”), at the option of any holder of Series A Preferred Stock, the Corporation shall redeem, out of funds legally available therefor, the corresponding percentage specified below of the outstanding Series A Shares then held by such holder at a price per Series A Share equal to the Series A Liquidation Value along with any accrued and unpaid dividends thereon:

REDEMPTION DATE	SPECIFIED PERCENTAGE
December 31, 2003		50.00	%
December 31, 2004		100.00	%

3B. Redemption Payments. For each Series A Share which is to be redeemed hereunder, subject to the prior rights of the holders of Senior Securities to have such Senior Securities redeemed (in the case of Series B Preferred Stock, as set forth in Section 3 of Part III hereof), the Corporation shall be obligated on the applicable Series A Redemption Date to pay to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such Series A Share), out of funds legally available therefor, an amount in cash in immediately available funds equal to the Series A Liquidation Value along with all accrued and unpaid dividends thereon (the “Series A Redemption Price”). If the funds of the Corporation legally available for redemption of Preferred Stock on any Redemption Date are insufficient to redeem, the total number of shares of Preferred Stock to be redeemed on such date, those funds which are legally available shall be used to redeem (i) first, the maximum possible number of Senior Securities which are to be redeemed on such date and which the

4

Corporation is able to redeem in accordance with the terms of the Senior Securities and (ii) second, the maximum possible number of Series A Shares which are to be redeemed on such date and which the Corporation is able to redeem pro rata among the holders of the Series A Shares to be redeemed based upon the aggregate Series A Liquidation Value (plus all accrued and unpaid dividends thereon) of such Series A Shares held by each such holder. At any time thereafter when additional funds of the Corporation are legally available for the redemption of Senior Securities and/or Series A Shares, such funds shall immediately be used to redeem the balance of the Senior Securities and, to the extent funds are available, Series A Shares which the Corporation has become obligated to redeem on any Redemption Date but which it has not redeemed.

3C. Notice of Redemption. Each holder of Series A Preferred Stock shall give written notice (a “Redemption Notice”) of its election to exercise its redemption rights under Section 3A of Part II above to the Corporation not more than thirty (30) nor less than ten (10) days prior to the date on which such redemption is to be made. In case fewer than the total number of Series A Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Series A Shares shall be issued to the holder thereof without cost to such holder within five (5) Business Days after surrender of the certificate representing the redeemed Series A Shares.

3D. Dividends After Redemption Date. No Series A Share shall be entitled to any dividends accruing after the date on which the Series A Liquidation Value along with any accrued and unpaid dividends thereon is paid to the holder of such Series A Share or set aside for payment. On such date, all rights of the holder of such Series A Share shall cease, and such Series A Share shall no longer be deemed to be issued and outstanding.

3E. Redeemed or Otherwise Acquired Series A Shares. Any Series A Shares which are redeemed or otherwise acquired by the Corporation shall be canceled and retired to authorized but unissued shares of preferred stock and shall not be reissued or sold as shares of Series A Preferred Stock or transferred.

3F. Other Redemptions or Acquisitions. The Corporation shall not, nor shall it permit any Subsidiary to, redeem or otherwise acquire any Series A Shares of Series A Preferred Stock, except pursuant to and in accordance with the terms hereof.

Section 4. Voting Rights. The holders of the Series A Preferred Stock shall be entitled to notice of all stockholders meetings in accordance with the Corporation’s bylaws, and except as otherwise required by applicable law, the holders of the Series A Preferred Stock shall be entitled to vote on all matters submitted to the stockholders for a vote together with the holders of Senior Securities and Common Stock voting together as a single class with each share of Common Stock entitled to one vote per share and each share of Preferred Stock entitled to one vote for each share of Common Stock issuable upon conversion of such share of Preferred Stock as of the record date for such vote or, if no record date is specified, as of the date of such vote.

Section 5. Conversion.

5A. Conversion Procedure.

5

(i) Subject to the provisions of this Section 5, at any time and from time to time, any holder of Series A Preferred Stock may convert all or any portion of the Series A Preferred Stock (including any fraction of a Series A Share) held by such holder into a number of shares of Conversion Stock computed by dividing (A) the product of the number of Series A Shares to be converted multiplied by $0.3528 by (B) the Series A Conversion Price then in effect.

(ii) Except as otherwise provided herein, each conversion of Series A Preferred Stock shall be deemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Series A Preferred Stock to be converted have been surrendered for conversion at the principal office of the Corporation. At the time any such conversion has been effected, the rights of the holder of the Series A Shares converted as a holder of Series A Preferred Stock shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Conversion Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby.

(iii) The conversion rights of any Series A Share actually redeemed hereunder shall terminate on the applicable Series A Redemption Date for such Series A Share.

(iv) Notwithstanding any other provision hereof, if a conversion of Series A Preferred Stock is to be made in connection with a Qualified Public Offering, Change of Control or other transaction affecting the Corporation, the conversion of any Series A Shares may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated.

(v) As soon as possible after a conversion has been effected (but in any event within three (3) Business Days after notice of such conversion has been delivered to the Corporation, provided that such conversion has been effected by such date, in the case of clause (a) below), the Corporation shall deliver to the converting holder:

(a) a certificate or certificates representing the number of shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified;

(b) subject to clause 5A(vi), payment in an amount equal to all accrued and unpaid dividends with respect to each Series A Share converted plus the amount payable under clause (x) below with respect to such conversion; and

(c) a certificate representing any Series A Shares which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.

(vi) If at the time of any conversion, an Event of Noncompliance described in clauses 7A(i) or 7A(iv) of this Part II shall have occurred and be continuing, any portion of the accrued and unpaid dividends on the Series A Preferred Stock may, at the

6

converting holder’s option, be converted into an additional number of shares of Conversion Stock determined by dividing the amount of the unpaid dividends to be applied for such purpose, by the Series A Conversion Price then in effect. If the converting holder so elects, if the Corporation is not permitted under applicable law to pay any portion of the accrued and unpaid dividends on the Series A Preferred Stock being converted, the Corporation shall pay such amounts to the converting holder as soon thereafter as funds of the Corporation are legally available for such payment and at the request of any such converting holder and the Corporation shall provide such holder with written evidence of its obligation to such holder.

(vii) The issuance of certificates for shares of Conversion Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holders of such Series A Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Conversion Stock, excluding any tax or other charge imposed in connection with any transfer in connection with the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred Stock were registered. Upon conversion of each Series A Share, the Corporation shall take all such actions as are necessary in order to insure that the Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.

(viii) The Corporation shall not close its books against the transfer of Series A Preferred Stock or of Conversion Stock issued or issuable upon conversion of Series A Preferred Stock in any manner which interferes with the timely conversion of Series A Preferred Stock. The Corporation shall assist and cooperate with any holder of Series A Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Series A Shares hereunder (including, without limitation, making any filings required to be made by the Corporation).

(ix) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of Series A Preferred Stock, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Series A Preferred Stock. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action which would cause the number of authorized but unissued shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Series A Preferred Stock.

(x) If any fractional interest in a share of Conversion Stock would, except for the provisions of this clause, be delivered upon any conversion of Series A Preferred Stock, the Corporation, in lieu of delivering the fractional share therefor, shall pay an amount to

7

the holder thereof equal to the Fair Market Value of such fractional interest as of the date of conversion.

(xi) If the shares of Conversion Stock issuable by reason of conversion of Series A Preferred Stock are convertible into or exchangeable for any other stock or securities of the Corporation, the Corporation shall, at the converting holder’s option, upon surrender of the Series A Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Conversion Stock, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the stock or securities into which the shares of Conversion Stock issuable by reason of such conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.

5B. Series A Conversion Price.

(i) The Series A Conversion Price shall be $1.76. In order to prevent dilution of the conversion rights granted under this Section 5, the Series A Conversion Price shall be subject to adjustment from time to time pursuant to this Section 5B.

(ii) If and whenever on or after November 19, 2001 (the date of filing of the Fourth Amended and Restated Certificate of Incorporation) the Corporation issues or sells, or in accordance with Section 5C of this Part II is deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Series A Conversion Price in effect immediately prior to the time of such issue or sale, then immediately upon such issue or sale or deemed issue or sale the Series A Conversion Price shall be reduced to the lower of:

(a) the Series A Conversion Price then in effect minus an amount equal to the product of (x) the Series A Conversion Price in effect immediately prior to such issuance or sale less the lowest net price per share at which any such share of Common Stock has been issued or sold multiplied by (y) 0.50; and

(b) an amount determined by dividing (1) the sum of (x) the product derived by multiplying the Series A Conversion Price in effect immediately prior to such issue or sale by the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale, plus (y) the consideration, if any, received by the Corporation upon such issue or sale, by (2) the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale.

(iii) Notwithstanding the foregoing, there shall be no adjustment in the Series A Conversion Price hereunder as a result of any issuance or sale of Common Stock (a) to employees, consultants, members of management or directors of the Company pursuant to and in accordance with the Corporation’s 1999 Stock Incentive Plan, (b) otherwise so long as aggregate Fair Market Value of such Common Stock does not exceed $1 million at any time after the original date of issuance and such issuance and sale has been approved by the Board of Directors, (c) to unaffiliated third parties in connection with any strategic alliances or mergers

8

and acquisitions approved by a majority of the Investor Directors (as defined in Section 4A of Part III hereof), (d) in connection with the issuance and sale by the Corporation of Senior Convertible Secured Notes (the “Notes”) in the aggregate principal amount of up to $5.0 million pursuant to the Amended and Restated Senior Convertible Secured Note and Warrant Purchase Agreement, dated as of June 13, 2001, by and between the Corporation and the parties named therein (plus any additional principal amount necessary for the Corporation to satisfy the preemptive rights of security holders set forth in the Corporation’s Second Amended and Restated Stockholders Agreement, dated as of January 18, 2001, as such agreement may be amended from time to time) and warrants to purchase shares of Common Stock of the Corporation issued in connection with the sale of the Notes, and the issuance of shares of Common Stock upon exercise of the warrants and (e) in connection with issuance and sale by the Corporation of shares of the Series B Preferred Stock upon conversion of the Notes and pursuant to the Series B Purchase Agreement, and the issuance of Common Stock upon conversion of the Series B Preferred Stock.

5C. Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Conversion Price under Section 5B of this Part II, the following shall be applicable:

(i) Issuance of Rights or Options. If the Corporation in any manner grants or sells any Options and the price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Series A Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (A) the total amount, if any, received or receivable by the Corporation as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Series A Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(ii) Issuance of Convertible Securities. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon conversion or exchange thereof is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be

9

deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (A) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Series A Conversion Price had been or are to be made pursuant to other provisions of this Section 5, no further adjustment of the Series A Conversion Price shall be made by reason of such issue or sale.

(iii) Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Series A Conversion Price in effect at the time of such change shall be immediately adjusted to the Series A Conversion Price which would have been in effect at such time had such Options or Series A Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of Section 5C of this Part II, if the terms of any Option or Convertible Security which was outstanding as of the date of issuance of the Series A Preferred Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided, that no such change shall at any time cause the Series A Conversion Price hereunder to be increased.

(iv) Treatment of Expired Options and Unexercised Convertible Securities. Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security without the exercise of any such Option or right, the Series A Conversion Price then in effect hereunder shall be adjusted immediately to the Series A Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued. For purposes of Section 5C of this Part II, the expiration or termination of any Option or Convertible Security which was outstanding as of the date of issuance of the Series A Preferred Stock shall not cause the Series A Conversion Price hereunder to be adjusted unless, and only to the extent that, a change in the terms of such Option or Convertible Security caused it to be deemed to have been issued after the date of issuance of the Series A Preferred Stock.

(v) Calculation of Consideration Received. If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor (net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for a consideration other than cash, the amount of the

10

consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation shall be the Fair Market Value thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Corporation and the holders of a majority of the outstanding Senior Securities (or, if no Senior Securities are outstanding, Series A Preferred Stock). If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Corporation and the holders of a majority of the outstanding Senior Securities (or, if no Senior Securities are outstanding, Series A Preferred Stock). The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Corporation.

(vi) Integrated Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto, the Option shall be deemed to have been issued for a consideration of $.01.

(vii) Treasury Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation or any Subsidiary, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock.

(viii) Record Date. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (a) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (b) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

5D. Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Series A Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Series A Conversion Price in effect immediately prior to such combination shall be proportionately increased.

11

5E. Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Corporation’s assets or other transaction, in each case which is effected in such a manner that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change”. Subject to Section 2C of this Part II, prior to the consummation of any Organic Change, the Corporation shall make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Series A Preferred Stock then outstanding) to insure that each of the holders of Series A Preferred Stock shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Conversion Stock immediately theretofore acquirable and receivable upon the conversion of such holder’s Series A Preferred Stock, such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted its Series A Preferred Stock immediately prior to such Organic Change. Subject to Section 2C of this Part II, in each such case, the Corporation shall also make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Series A Preferred Stock then outstanding) to insure that the provisions of this Section 5 and Sections 1, 2 and 7 of this Part II shall thereafter be applicable to the Series A Preferred Stock (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Corporation, an immediate adjustment of the Series A Conversion Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Conversion Stock acquirable and receivable upon conversion of Series A Preferred Stock, if the value so reflected is less than the Series A Conversion Price in effect immediately prior to such consolidation, merger or sale). In the event that such Organic Change is a Change of Control, unless the holders of 75% of the then outstanding shares of Series A Preferred Stock and 75% of the then outstanding shares of each class of Senior Securities have elected to receive the amounts payable to such holders under Section 2C of this Part II (and, in the case of the Series B Preferred Stock, Section 2C of Part III), in exchange for each share of Series A Preferred Stock, Series B Preferred Stock and, any other Senior Securities, held by each such holder, the Corporation shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the holders of a majority of the Series A Preferred Stock then outstanding), the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

5F. Certain Events. If any event occurs of the type contemplated by the provisions of this Section 5 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Corporation’s Board of Directors shall make an appropriate adjustment in the Series A Conversion Price so as to protect the rights of the holders of Series A Preferred Stock; provided, that no such adjustment shall increase the Series A Conversion Price as otherwise determined pursuant to this Section 5 or decrease the number of shares of Conversion Stock issuable upon conversion of each Series A Share.

5G. Notices.

12

(i) Immediately upon any adjustment of the Series A Conversion Price, the Corporation shall give written notice thereof to all holders of Series A Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment.

(ii) The Corporation shall give written notice to all holders of Series A Preferred Stock at least twenty (20) days prior to the date on which the Corporation closes its books or takes a record (a) with respect to any dividend or distribution upon Common Stock, (b) with respect to any pro rata subscription offer to holders of Common Stock or (c) for determining rights to vote with respect to any Organic Change, dissolution or liquidation.

(iii) The Corporation shall also give written notice to the holders of Series A Preferred Stock at least twenty (20) days prior to the date on which any Organic Change shall take place.

5H. Mandatory Conversion. Upon the consummation of a Qualified Public Offering, all outstanding shares of Series A Preferred Stock shall automatically convert into Common Stock in accordance with the terms of this Section 5H. Any mandatory conversion pursuant to this Section 5H shall only be effected at the time of and subject to the closing of the consummation of such Qualified Public Offering and upon written notice of such mandatory conversion delivered to all holders of Series A Preferred Stock at least thirty (30) days prior to such Qualified Public Offering.

Section 6. Purchase Rights. If at any time the Corporation grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then each holder of Series A Preferred Stock shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Conversion Stock acquirable upon conversion of such holder’s Series A Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

Section 7. Events of Noncompliance.

7A. Definition. An Event of Noncompliance shall have occurred if:

(i) the Corporation fails to make any redemption payment with respect to the Series A Preferred Stock which it is required to make hereunder for five days from the date such payment is due, whether or not such payment is legally permissible or is prohibited by any agreement to which the Corporation is subject;

(ii) the Corporation breaches or otherwise fails to perform or observe the covenants set forth in Sections 7.1(h), 7.3 and 7.4 of the Series A Purchase Agreement and if such breach or failure is of a type that is curable, fails to cure such breach within twenty (20) days of written notice thereof;

13

(iii) within the applicable survival period for such representation or warranty as set forth in the Series A Purchase Agreement, (a) it is discovered that any representation or warranty contained in Section 4.3 of the Series A Purchase Agreement was false or misleading in any material respect on the date made or (b) it is discovered that any representation or warranty contained in Section 4.5(b) of the Series A Purchase Agreement was false or misleading in any material respect on the date made;

(iv) the Corporation or any material Subsidiary makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Corporation or any material Subsidiary bankrupt or insolvent; or any order for relief with respect to the Corporation or any material Subsidiary is entered under the Federal Bankruptcy Code; or the Corporation or any material Subsidiary petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Corporation or any material Subsidiary or of any substantial part of the assets of the Corporation or any material Subsidiary, or commences any proceeding (other than a proceeding for the voluntary liquidation and dissolution of a Subsidiary) relating to the Corporation or any material Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Corporation or any material Subsidiary and either (a) the Corporation or any such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein or (b) such petition, application or proceeding is not dismissed within sixty (60) days;

(v) a judgment is rendered against the Corporation or any Subsidiary, the uninsured portion of which is in excess of $500,000 and, within sixty (60) days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within sixty (60) days after the expiration of any such stay, such judgment is not discharged; or

(vi) the Corporation or any Subsidiary defaults in the performance of any obligation or agreement if the effect of such default is to cause an amount exceeding $500,000 to become due prior to its stated maturity or to permit the holder or holders of any obligation to cause an amount exceeding $500,000 to become due prior to its stated maturity.

7B. Consequences of Events of Noncompliance.

(i) If an Event of Noncompliance (other than an Event of Noncompliance described in Paragraph 7A(v) or 7A(vi) of this Part II) has occurred, the dividend rate on the Series A Preferred Stock shall increase immediately by an increment of 2.0 percentage point(s). Thereafter, until such time as no Event of Noncompliance exists, the dividend rate shall increase automatically at the end of each succeeding 90-day period by an additional increment of 2.0 percentage point(s) (but in no event shall the dividend rate exceed ten percent (10%) solely in the event of the occurrence of an Event of Noncompliance described in Clause 7A(iii)(b) of this Part II or twenty percent (20%) in the event of any other applicable Event of Noncompliance). Any increase of the dividend rate resulting from the operation of this paragraph shall terminate as of the close of business on the date on which no Event of Noncompliance exists, subject to subsequent increases pursuant to this paragraph.

14

(ii) If an Event of Noncompliance (other than an Event of Noncompliance described in Paragraph 7A(iv), 7A(v) or 7A(vi) of this Part II) has occurred, the holder or holders of a majority of the Series A Preferred Stock then outstanding and the holder or holders of a majority of the Series B Preferred Stock then outstanding, the holder or holders of a majority of any other class of Senior Securities then outstanding, each voting separately as a class, may demand (by written notice delivered to the Corporation) immediate redemption of all or any portion of the Preferred Stock owned by such holder or holders at a price per share equal to the applicable Liquidation Value thereof (plus all accrued and unpaid dividends thereon). The Corporation shall give prompt written notice of such election by the holders of the Series A and Series B Preferred Stock and other Senior Securities to the other holders of Preferred Stock (but in any event within five days after receipt of the initial demand for redemption), and each such other holder may demand immediate redemption of all or any portion of such holder’s Preferred Stock by giving written notice thereof to the Corporation within seven days after receipt of the Corporation’s notice. Subject to the prior redemption of the Senior Securities requested to be redeemed, the Corporation shall redeem all Series A Preferred Stock as to which rights under this paragraph have been exercised within fifteen (15) days after receipt of the initial demand for redemption.

(iii) If an Event of Noncompliance of the type described in Paragraph 7A(iv) of this Part II has occurred, subject to the prior redemption of the Senior Securities, all of the Series A Preferred Stock then outstanding shall be subject to immediate redemption by the Corporation (without any action on the part of the holders of the Series A Preferred Stock) at a price per share equal to the Series A Liquidation Value thereof (plus all accrued and unpaid dividends thereon). Subject to the prior redemption of Senior Securities, the Corporation shall immediately redeem all Series A Preferred Stock upon the occurrence of such Event of Noncompliance.

(iv) If an Event of Noncompliance (other than an Event of Noncompliance described in Paragraph 7A(v) or 7A(vi) of this Part II) has occurred and continues for a period of thirty (30) days, the Conversion Price of the Series A Preferred Stock shall be reduced immediately by 10% of the Conversion Price in effect immediately prior to such adjustment. Thereafter, other than with respect to an Event of Noncompliance described in Clause 7A(iii)(b) of this Part II (with respect to which there shall be no further adjustment to the Conversion Price pursuant to this sentence) until such time as no Event of Noncompliance exists, the Conversion Price shall be reduced at the end of each of the next four succeeding 90-day periods by an additional 10% of the Conversion Price in effect immediately prior to such adjustment.

(v) If any Event of Noncompliance exists, each holder of Series A Preferred Stock shall also have any other rights which such holder is entitled to under any contract or agreement at any time and any other rights which such holder may have pursuant to applicable law.

Section 8. Registration of Transfer.

The Corporation shall keep at its principal office a register for the registration of Series A Preferred Stock. Upon the surrender of any certificate representing Series A Preferred

15

Stock at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such Series A Preferred Stock represented by the surrendered certificate.

Section 9. Replacement.

Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Series A Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided, that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

Section 10. Definitions.

For purposes of this Part II of Article FIFTH, the following terms shall have the following meanings:

“1999 Stock Incentive Plan” means the Corporation’s 1999 Stock Incentive Plan approved by the Corporation’s Board of Directors on July 22, 1999, and as amended and in effect from time to time.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by law or executive order to close.

“Change of Control” means (a) any sale, transfer or issuance or series of sales, transfers and/or issuances of Common Stock by the Corporation or any holders thereof which results in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act of 1934), other than the holders of Preferred Stock as of the date of issuance of such shares, beneficially owning (as such term is used in the Securities Exchange Act of 1934) more than 50% of the Common Stock outstanding at the time of such sale, transfer or issuance or series of sales, transfers and/or issuances, (b) any sale or transfer of all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis (measured either by book value in accordance with generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Corporation’s Board of Directors) in any transaction or series of transactions (other than sales in the ordinary course of

16

business) and (c) any merger or consolidation to which the Corporation is a party, except for a merger in which the Corporation is the surviving corporation, the terms of the Preferred Stock are not changed and the Preferred Stock is not exchanged for cash, securities or other property, and after giving effect to such merger, the holders of the Corporation’s outstanding capital stock possessing a majority of the voting power (under ordinary circumstances) to elect a majority of the Corporation’s Board of Directors immediately prior to the merger shall continue to own the Corporation’s outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation’s Board of Directors.

“Common Stock” means, collectively, the Corporation’s Common Stock, $0.0001 par value per share, and any capital stock of any class of the Corporation hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

“Common Stock Deemed Outstanding” means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to Paragraphs 5C(i) and 5C(ii) of this Part II of this Article FIFTH whether or not the Options or Convertible Securities are actually exercisable at such time.

“Conversion Stock” means shares of the Corporation’s Common Stock, $.0001 par value per share issuable upon conversion of Series A Preferred Stock; provided, that if there is a change such that the securities issuable upon conversion of Series A Preferred Stock are issued by an entity other than the Corporation or there is a change in the type or class of securities so issuable, then the term “Conversion Stock” shall mean one share of the security issuable upon conversion of Series A Preferred Stock if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.

“Convertible Securities” means any stock or securities directly or indirectly convertible into or exchangeable for Common Stock.

“Fair Market Value” of any security means the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq Stock Market System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the Nasdaq Stock Market System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of twenty-one (21) days consisting of the day as of which “Fair Market Value” is being determined and the twenty (20) consecutive Business Days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the Nasdaq Stock Market System or the over-the-counter market, the “Fair Market Value” shall be the fair value thereof determined jointly by the Corporation and the holders of a majority of the Series A

17

Preferred Stock and holders of a majority of each class of Senior Securities. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by a nationally recognized independent appraiser experienced in valuing securities jointly selected by the Corporation and the holders of a majority of the Series A Preferred Stock and the holders of a majority of each class of Senior Securities. The determination of such appraiser shall be final and binding upon the parties, and the Corporation shall pay the fees and expenses of such appraiser.

“Junior Securities” means any capital stock or other equity securities of the Corporation, except for the Senior Securities.

“Liquidation Value” means the Series A Liquidation Value, the Series B Liquidation Value and liquidation value of any other Senior Security.

“Options” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

“Organic Change” has the meaning given that term in Section 5E of this Part II.

“Person” means an individual, a partnership, a corporation, a limited liability company, a limited liability partnership, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof

“Preferred Stock” shall mean Series A Preferred Stock and the Senior Securities.

“Qualified Public Offering” means the sale, in a firmly underwritten public offering registered under the Securities Act and underwritten by a nationally recognized investment bank approved by vote of a majority of the Board of Directors and the holders of a majority of each class of Senior Securities then outstanding (or, if no Senior Securities are outstanding, a majority of the outstanding Series A Shares), of shares of Common Stock resulting in gross proceeds to the Corporation of at least $30 million.

“Redemption Date” means the Series A Redemption Date, the Series B Redemption Date as defined in Section 10 of Part III and redemption date of any other Senior Security.

“Senior Securities” means any capital stock or other equity securities of the Corporation, including the Series B Preferred Stock, which by their terms, rank as to dividends or distribution of assets on liquidation, dissolution or winding up of the Corporation, senior to the Series A Preferred Stock, and which securities are approved, if necessary, under Section 7.4 of the Series A Purchase Agreement.

“Series A Liquidation Value” of any Series A Share as of any particular date shall be equal to $0.3528.

18

“Series A Purchase Agreement” means the Series A Preferred Stock Purchase Agreement, dated as of March 31, 2000, by and among the Corporation and certain investors, as such agreement has been and may be amended from time to time in accordance with its terms.

“Series A Redemption Date” as to any share has the meaning given that term in Section 3 of this Part II; provided, that no such Series A Redemption Date specified herein shall be a Series A Redemption Date unless the Series A Liquidation Value along with all accrued and unpaid dividends thereon is actually paid in full on such date, and if not so paid in full, the Series A Redemption Date shall be the date on which such amount is fully paid.

“Series B Liquidation Value” of any Series B Share as of any particular date shall be equal to 200% of the Series B Purchase Price.

“Series B Preferred Stock” means the Series B Convertible Participating Preferred Stock, $.0001 par value.

“Series B Purchase Agreement” means the Series B Preferred Stock Purchase Agreement, dated as of November 19, 2001, by and among the Corporation and certain investors, as such agreement may from time to time be amended in accordance with its terms.

“Series B Purchase Price” means $.00182 per Series B Share.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company, partnership, association or other business entity.

Section 11. Amendment and Waiver.

No amendment, modification or waiver shall be binding or effective with respect to any provision of Sections 1 to 12 of this Part II without the prior written consent of the holders of at least a majority of the Series A Preferred Stock, and the holders of at least a majority of the Series B Preferred Stock, each voting separately as a class, outstanding at the time such action is taken.

Section 12. Notices.

19

Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be (i) delivered in person, (ii) transmitted by telecopy, (iii) sent by registered or certified mail, postage prepaid with return receipt requested, or (iv) sent by reputable overnight courier service, fees prepaid, to (x) the Corporation, at its principal executive offices and (y) to any stockholder, at such stockholder’s address or telecopy as it appears in the records of the Corporation (unless otherwise indicated in writing by any such stockholder). Notices shall be deemed given upon personal delivery, upon receipt of return receipt in the case of delivery by mail, upon acknowledgment by the receiving telecopier or one day following deposit with an overnight courier service.

III. SERIES B PREFERRED STOCK

All capitalized terms used in this Part III and not otherwise defined in this Part III shall have the respective meanings ascribed thereto in Section 10 of this Part III.

Section 1. Series B Dividends.

1A. General Obligation. When and as declared by the Corporation’s Board of Directors and to the extent permitted wider the Delaware Business Corporation Law, the Corporation shall pay preferential dividends to the holders of the Series B Convertible Participating Preferred Stock (the “Series B Preferred Stock”) as provided in this Section 1. Except as otherwise provided herein, dividends on each share of the Series B Preferred Stock (a “Series B Share”) shall accrue, whether or not declared or paid, on a daily basis and compounded quarterly at the rate of eight percent (8%) per annum of the Series B Purchase Price thereof, from and including the date of issuance of such Series B Share to and including the first to occur of (i) the date on which the Series B Liquidation Value along with all accrued and unpaid dividends thereon is paid to the holder thereof in connection with either a Liquidation Event (as defined below) or the redemption of such Series B Share by the Corporation, (ii) the date on which such Series B Share is converted into shares of Conversion Stock hereunder or (iii) the date on which such Series B Share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative such that all accrued and unpaid dividends shall be fully paid before any dividends, distributions, redemptions or other payments may be made with respect to any Junior Securities and any Series A Preferred Stock. The date on which the Corporation initially issues any Series B Share shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Series B Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Series B Share.

1B. Participating Dividends. In addition to the dividends referred to in Paragraph 1A of this Part III, if at any time during which any shares of Series B Preferred Stock remain outstanding, the Corporation declares, pays or sets apart for payment any dividends on the Common Stock, whether payable in cash, property or otherwise (a “Common Dividend”) other than dividends payable solely in shares in Common Stock, the Corporation shall also declare and pay to the holders of Series B Preferred Stock at the same time that it declares and pays such dividends to the holders of the Common Stock, the dividends which would have been

20

declared and paid with respect to the Common Stock issuable upon conversion of the Series B Preferred Stock had all of the outstanding Series B Preferred Stock been converted immediately prior to the record date for such dividend, or if no record date is fixed, the date of which the record holders of Common Stock entitled to such dividends are to be determined.

Section 2. Liquidation.

2A. Payment of Preference. Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), (a “Liquidation Event”), each holder of Series B Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon the Series A Preferred Stock or any Junior Securities, an amount in cash equal to the aggregate Series B Liquidation Value of all Series B Shares held by such holder or the aggregate Series B Purchase Price of all Series B Shares held by such holders, as the case may be, pursuant to Section 2B below, in each case along with all accrued and unpaid dividends thereon. If upon any such Liquidation Event the Corporation’s assets to be distributed among the holders of the Series B Preferred Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 2A, then the entire assets available to be distributed to the Corporation’s stockholders shall be distributed pro rata among the holders of the Series B Preferred Stock based upon the aggregate Series B Liquidation Value of all Series B Shares or the aggregate Series B Purchase Price of all Series B Shares, as the case may be, pursuant to Section 2B below, in each case along with all accrued and unpaid dividends thereon of the Series B Preferred Stock, held by each such holder. Not less than sixty (60) days prior to the payment date stated therein, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series B Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Series B Share, each Series A Share and each share of Common Stock in connection with such Liquidation Event.

2B. Payment and Participation. Upon any Liquidation Event, the assets of the Corporation available for distribution shall be distributed, subject to the rights of any holders of other Senior Securities which may be issued from time to time, in accordance with Paragraph 2B(i) 2B(ii) below in the order and priority as listed below, whichever provides a greater return to the holders of the Series B Preferred Stock:

(i) First, to the holders of Series B Preferred Stock, an amount equal to the aggregate Series B Liquidation Value of all Series B Shares held by them, plus all accrued and unpaid dividends thereon pro rata based on the aggregate Series B Liquidation Value of the Series B Shares held by each such holder;

Second, to the holders of Series A Preferred Stock, an amount equal to the aggregate Series A Liquidation Value of all Series A Shares held by them, plus all accrued and unpaid dividends thereon pro rata based on the aggregate Series A Liquidation Value of the Series A Shares held by each such holder;

Third, to the holders of Series A Preferred Stock and Series B Preferred Stock, an amount equal to the sum of the aggregate Series A Purchase Price of all outstanding Series A Shares and the aggregate Series B Purchase Price of all outstanding Series B Shares, pro rata based on the aggregate Series A Purchase Price of the Series A Shares and the

21

aggregate Series B Purchase Price of the Series B Shares, as the case may be, held by such holders;

Fourth, to the holders of outstanding Common Stock, an aggregate amount equal to $13,500,000, pro rata based on the number of shares of Common Stock held by each such holder; and

Fifth, the remaining assets of the Corporation available for distribution shall be distributed ratably among the holders of Common Stock and the holders of the Series A Preferred Stock on an as converted basis.

(ii) First, to the holders of Series B Preferred Stock, an amount equal to the aggregate Series B Purchase Price of all Series B Shares held by them plus all accrued and unpaid dividends thereon pro rata based on the aggregate Series B Purchase Price of the Series B Shares held by each such holder;

Second, to the holders of Series A Preferred Stock, an amount equal to the aggregate Series A Liquidation Value of all Series A Shares held by them plus all accrued and unpaid dividends thereon pro rata based on the aggregate Series A Liquidation Value of the Series A Shares held by each such holder;

Third, to the holders of outstanding Common Stock, an aggregate amount equal to $13,500,000, pro rata based on the number of shares of Common Stock held by each such holder; and

Fourth, the remaining assets of the corporation available for distribution shall be distributed ratably among the holders of Common Stock and holders of the Preferred Stock on an as converted basis.

2C. Change of Control. At the election of holders of at least 75% of the then outstanding shares of Series B Preferred Stock, the occurrence of a Change of Control shall be deemed to be a Liquidation Event for purposes of this Section 1, and the holders of the Series B Preferred Stock shall be entitled to receive payment from the Corporation of the amounts payable with respect to the Series B Preferred Stock upon a Liquidation Event under this Section 2 in cancellation of their Series B Shares upon the consummation of any such transaction. In the event that the holders of the Series B Preferred Stock have not elected to receive such payment and such Change of Control constitutes an Organic Change, the provisions of Section 5E of this Part III shall be applicable to such Change in Control.

Section 3. Redemptions.

3A. Scheduled Redemptions. Subject to the provisions of this Section 3, on each of the dates specified below (each, a “Series B Redemption Date”), at the option of any holder of Series B Preferred Stock, prior to the redemption of any shares of Series A Preferred Stock or any Junior Securities, the Corporation shall redeem, out of funds legally available therefor, the corresponding percentage specified below of the outstanding Series B Shares then held by such holder at a price per Series B Share equal to the Series B Purchase Price along with any accrued and unpaid dividends thereon:

22

REDEMPTION DATE	SPECIFIED PERCENTAGE
December 31, 2003		50	%
December 31, 2004		100	%

3B. Redemption Payments. For each Series B Share which is to be redeemed hereunder, the Corporation shall be obligated on the applicable Series B Redemption Date to pay to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such Series B Share), out of funds legally available therefor, an amount in cash in immediately available funds equal to the Series B Purchase Price along with all accrued and unpaid dividends thereon (the “Series B Redemption Price”). If the funds of the Corporation legally available for redemption of Series B Shares on any Series B Redemption Date are insufficient to redeem the total number of Series B Shares to be redeemed on such date, those funds which are legally available shall be used to redeem the maximum possible number of Series B Shares pro rata among the holders of the Series B Shares to be redeemed based upon the aggregate Series B Purchase Price (plus all accrued and unpaid dividends thereon) of such Series B Shares held by each such holder prior to the redemption of any Series A Shares or any Junior Securities. At any time thereafter when additional funds of the Corporation are legally available for the redemption of Series B Shares, such funds shall immediately be used to redeem the balance of the Series B Shares which the Corporation has become obligated to redeem on any Series B Redemption Date but which it has not redeemed.

3C. Notice of Redemption. Each holder of Series B Preferred Stock shall give written notice (a “Redemption Notice”) of its election to exercise its redemption rights under Section 3A of this Part III to the Corporation not more than thirty (30) nor less than ten (10) days prior to the date on which such redemption is to be made. In case fewer than the total number of Series B Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Series B Shares shall be issued to the holder thereof without cost to such holder within five (5) Business Days after surrender of the certificate representing the redeemed Series B Shares.

3D. Dividends After Redemption Date. No Series B Share shall be entitled to any dividends accruing after the date on which the Series B Purchase Price along with any accrued and unpaid dividends thereon is paid to the holder of such Series B Share or set aside for payment. On such date, all rights of the holder of such Series B Share shall cease, and such Series B Share shall no longer be deemed to be issued and outstanding.

3E. Redeemed or Otherwise Acquired Series B Shares. Any Series B Shares which are redeemed or otherwise acquired by the Corporation shall be canceled and retired to authorized but unissued shares of preferred stock and shall not be reissued or sold as shares of Series B Preferred Stock or transferred.

3F. Other Redemptions or Acquisitions. The Corporation shall not, nor shall it permit any Subsidiary to, redeem or otherwise acquire any Series B Shares, except pursuant to and in accordance with the terms hereof.

Section 4. Voting Rights.

23

4A. Election of Directors. In the election of directors of the Corporation, the holders of the Series B Preferred Stock, voting separately as a class to the exclusion of all other classes of the Corporation’s capital stock, shall be entitled to elect three (3) directors (the “Investor Directors”) to serve on the Corporation’s Board of Directors until their successors are duly elected by the holders of the Series B Preferred Stock or they are removed from office by the holders of the Series B Preferred Stock. If the holders of the Series B Preferred Stock for any reason fail to elect a director to fill any such directorship, the election of an individual to such directorship shall be accomplished in accordance with the Company’s Bylaws and applicable law; provided, that the holders of the Series B Preferred Stock may subsequently remove and replace such person.

4B. Other Voting Rights. The holders of the Series B Preferred Stock shall be entitled to notice of all stockholders meetings in accordance with the Corporation’s bylaws, and except as otherwise required by applicable law, the holders of the Series B Preferred Stock shall be entitled to vote on all matters submitted to the stockholders for a vote together with the holders of the Series A Preferred Stock and Common Stock voting together as a single class with each share of Common Stock entitled to one vote per share and each share of Preferred Stock entitled to one vote for each share of Common Stock issuable upon conversion of such share of Preferred Stock as of the record date for such vote or, if no record date is specified, as of the date of such vote; provided, that the holders of Series B Preferred Stock shall not be entitled to vote to elect any directors other than the Investor Directors which such holders are entitled to elect pursuant to Section 4A of this Part III.

4C. Additional Rights. In addition to any vote or consent of stockholders required by law or the Certificate of Incorporation of the Corporation, so long as at least ten percent (10%) of the shares of the Series B Preferred Stock originally issued pursuant to the Series B Purchase Agreement and upon conversion of the Corporation’s Bridge Notes issued pursuant to the Bridge Note Purchase Agreement remains outstanding (or the shares of Common Stock issuable upon conversion thereof), approval of the holders of at least a majority of the Series B Shares, voting as a single class, given in person or by party, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting, validating or permitting:

(i) any amendment, alteration or repeal of any of the provisions of the Certificate of Incorporation or the By-laws of the Corporation;

(ii) any authorization, issuance (other than in accordance with and pursuant to the Series B Purchase Agreement and upon conversion of Bridge Notes) or creation of, or increase in the authorized amount of, any shares of any class or series or any security of any class or series ranking senior to or in parity with or directly or indirectly convertible into any security ranking senior to or in parity with the shares of the Series B Preferred Stock;

(iii) any increase in the total number of authorized shares of Common Stock (including securities convertible into Common Stock or Preferred Stock) Preferred Stock or the designation or authorization of any future series of preferred stock;

24

(iv) any acquisition or transaction or series of related transactions by the Corporation or any subsidiary having a value greater than $500,000 (measured by the fair market value at the date of such transaction);

(v) any consolidation or merger involving the Corporation or any subsidiary of the Corporation or its subsidiaries (other than a consolidation or merger in which the Corporation is the surviving entity and the stockholders of the Corporation prior to the consolidation or merger continue to hold at least a majority of the voting power of the Corporation after the consolidation or merger), or any reclassification or recapitalization of any capital stock of the Corporation, any reorganization or restructuring of the Corporation, or any dissolution, liquidation, or winding up of the Corporation, or any sale of all or substantially all of the assets of the Corporation, or any agreement to become so obligated;

(vi) the incurrence of, or agreement to incur, any indebtedness in excess of $100,000;

(vii) enter into any transactions with any Affiliate other than transactions in the ordinary course of business and on terms as favorable as the Corporation or any subsidiary thereof shall have received with an independent third party;

(i) any declaration or payment of any dividends (other than dividends on Series B Shares) on or any declaration or making of any other distribution, directly or indirectly, through subsidiaries or otherwise, or the setting apart of any sum for any such purpose;

(viii) any redemption or repurchase of any class of equity securities (other than the Series B Preferred Stock as contemplated hereby);

(ix) any transaction or any act that would result in taxation of the holders of the Series B Preferred Stock under Section 305 of the Internal Revenue Code;

(x) increase the authorized number of directors constituting the Board of Directors above five (5) directors; and

(xi) any agreement to do any of the foregoing.

Section 5. Conversion.

5A. Conversion Procedure.

(i) Subject to the provisions of this Section 5, at any time and from time to time, any holder of Series B Preferred Stock may convert all or any portion of the Series B Preferred Stock (including any fraction of a Series B Share) held by such holder into a number of shares of Conversion Stock computed by dividing (A) the product of the number of Series B Shares to be converted multiplied by $.00182 by (B) the Series B Conversion Price then in effect.

25

(ii) Except as otherwise provided herein, each conversion of Series B Preferred Stock shall be deemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Series B Preferred Stock to be converted have been surrendered for conversion at the principal office of the Corporation. At the time any such conversion has been effected, the rights of the holder of the Series B Shares converted as a holder of Series B Preferred Stock shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Conversion Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby.

(iii) The conversion rights of any Series B Share actually redeemed hereunder shall terminate on the applicable Series B Redemption Date for such Series B Share.

(iv) Notwithstanding any other provision hereof, if a conversion of Series B Preferred Stock is to be made in connection with a Qualified Public Offering, Change of Control or other transaction affecting the Corporation, the conversion of any Series B Shares may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated.

(v) As soon as possible after a conversion has been effected (but in any event within three (3) Business Days after notice of such conversion has been delivered to the Corporation, provided that such conversion has been effected by such date, in the case of clause (a) below), the Corporation shall deliver to the converting holder:

(a) a certificate or certificates representing the number of shares of Conversion Stock issuable upon such conversion of such Series B Shares surrendered for conversion, including the dividends distributed thereon immediately prior to such conversion, in such name or names and such denomination or denominations as the converting holder has specified;

(b) subject to clause 5A(vi), payment in an amount equal to all accrued and unpaid dividends with respect to each Series B Share converted plus the amount payable under paragraph (x) below with respect to such conversion; and

(c) a certificate representing any Series B Shares which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.

(vi) If at the time of any conversion, an Event of Noncompliance described in Paragraph 7(a)(i) or 7(a)(iv) of this Part III hereof shall have occurred and be continuing, any portion of the accrued and unpaid dividends on the Series B Preferred Stock may, at the converting holder’s option, be converted into an additional number of shares of Conversion Stock determined by dividing the amount of the unpaid dividends to be applied for such purpose, by the Series B Conversion Price then in effect. If the converting holder so elects, if the Corporation is not permitted under applicable law to pay any portion of the accrued and

26

unpaid dividends on the Series B Preferred Stock being converted, the Corporation shall pay such amounts to the converting holder as soon thereafter as funds of the Corporation are legally available for such payment and at the request of any such converting holder and the Corporation shall provide such holder with written evidence of its obligation to such holder.

(vii) The issuance of certificates for shares of Conversion Stock upon conversion of the Series B Preferred Stock shall be made without charge to the holders of such Series B Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Conversion Stock, excluding any tax or other charge imposed in connection with any transfer in connection with the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series B Preferred Stock were registered. Upon conversion of each Series B Share, the Corporation shall take all such actions as are necessary in order to insure that the Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.

(viii) The Corporation shall not close its books against the transfer of Series B Preferred Stock or of Conversion Stock issued or issuable upon conversion of Series B Preferred Stock in any manner which interferes with the timely conversion of Series B Preferred Stock. The Corporation shall assist and cooperate with any holder of Series B Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Series B Shares hereunder (including, without limitation, making any filings required to be made by the Corporation).

(ix) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of Series B Preferred Stock, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Series B Preferred Stock. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action which would cause the number of authorized but unissued shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Series B Preferred Stock.

(x) If any fractional interest in a share of Conversion Stock would, except for the provisions of this paragraph, be delivered upon any conversion of Series B Preferred Stock, the Corporation, in lieu of delivering the fractional share therefor, shall pay an amount to the holder thereof equal to the Fair Market Value of such fractional interest as of the date of conversion.

(xi) If the shares of Conversion Stock issuable by reason of conversion of Series B Preferred Stock are convertible into or exchangeable for any other stock or securities

27

of the Corporation, the Corporation shall, at the converting holder’s option, upon surrender of the Series B Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Conversion Stock, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the stock or securities into which the shares of Conversion Stock issuable by reason of such conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.

5B. Series B Conversion Price.

(i) The initial Series B Conversion Price shall be $.00182. In order to prevent dilution of the conversion rights granted under this Section 5, the Series B Conversion Price shall be subject to adjustment from time to time pursuant to this Section 5B of this Part III. If and whenever on or after the original date of issuance of the Series B Preferred Stock the Corporation issues or sells, or in accordance with Section 5C of this Part III is deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Series B Conversion Price in effect immediately prior to the time of such issue or sale, then immediately upon such issue or sale or deemed issue or sale, the Series B Conversion Price shall be reduced to the lowest net price per share at which any such share of Common Stock has been issued or sold.

(ii) Notwithstanding the foregoing, there shall be no adjustment in the Series B Conversion Price hereunder as a result of any issuance or sale of Common Stock (a) to employees, consultants, members of management or directors of the Company pursuant to and in accordance with the Corporation’s 1999 Stock Incentive Plan, (b) otherwise so long as aggregate Fair Market Value of such Common Stock does not exceed $1 million at any time after the original date of issuance and such issuance and sale has been approved by the Board of Directors, (c) to unaffiliated third parties in connection with any strategic alliances or mergers and acquisitions approved by a majority of the Investor Directors, (d) the issuance of shares of Common Stock upon exercise of the warrants to purchase shares of Common Stock of the Corporation issued in connection with the sale of the Bridge Notes pursuant to the Bridge Purchase Note Agreement.

5C. Effect on Series B Conversion Price of Certain Events. For purposes of determining the adjusted Series B Conversion Price under Section 5B of this Part III, the following shall be applicable:

(i) Issuance of Rights or Options. If the Corporation in any manner grants or sells any Options and the price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Series B Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be

28

determined by dividing (A) the total amount, if any, received or receivable by the Corporation as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Series B Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(ii) Issuance of Convertible Securities. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon conversion or exchange thereof is less than the Series B Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (A) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Series B Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Series B Conversion Price had been or are to be made pursuant to other provisions of this Section 5, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

(iii) Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be immediately adjusted to the Series B Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of Section 5C of this Part III, if the terms of any Option or Convertible Security which was outstanding as of the date of issuance of the Series B Preferred Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided, that no such change shall at any time cause the Series B Conversion Price hereunder to be increased.

29

(iv) Treatment of Expired Options and Unexercised Convertible Securities. Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security without the exercise of any such Option or right, the Series B Conversion Price then in effect hereunder shall be adjusted immediately to the Series B Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued. For purposes of Section 5C of this Part III, the expiration or termination of any Option or Convertible Security which was outstanding as of the date of issuance of the Series B Preferred Stock shall not cause the Series B Conversion Price hereunder to be adjusted unless, and only to the extent that, a change in the terms of such Option or Convertible Security caused it to be deemed to have been issued after the date of issuance of the Series B Preferred Stock.

(v) Calculation of Consideration Received. If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor (net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation shall be the Fair Market Value thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Corporation and the holders of a majority of the outstanding Series B Preferred Stock. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Corporation and the holders of a majority of the outstanding Series B Preferred Stock. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Corporation.

(vi) Integrated Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto, the Option shall be deemed to have been issued for a consideration of $.01.

(vii) Treasury Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation or any Subsidiary, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock.

(viii) Record Date. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (a) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (b) to subscribe for or

30

purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

5D. Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Series B Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Series B Conversion Price in effect immediately prior to such combination shall be proportionately increased.

5E. Reorganization, Reclassification, Consolidation, Merger or Sale. Subject to Section 2C of this Part III, prior to the consummation of any Organic Change, the Corporation shall make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Series B Preferred Stock then outstanding) to insure that each of the holders of Series B Preferred Stock shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Conversion Stock immediately theretofore acquirable and receivable upon the conversion of such holder’s Series B Preferred Stock, such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted its Series B Preferred Stock immediately prior to such Organic Change. Subject to Section 2C of this Part III, in each such case, the Corporation shall also make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Series B Preferred Stock then outstanding) to insure that the provisions of this Section 5 and Sections 1, 2 and 7 of this Part III shall thereafter be applicable to the Series B Preferred Stock (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Corporation, an immediate adjustment of the Series B Conversion Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Series B Conversion Stock acquirable and receivable upon conversion of Series B Preferred Stock, if the value so reflected is less than the Series B Conversion Price in effect immediately prior to such consolidation, merger or sale). In the event that such Organic Change is a Change of Control, unless the holders of 75% of the then outstanding shares of Series B Preferred Stock and 75% of the then outstanding shares of Series A Preferred Stock have elected to receive the amounts payable to such holders under Section 2C of this Part III and Section 2C of Part II, respectively, in exchange for each share of Series B Preferred Stock and Series A Preferred Stock, respectively, held by each such holder, the Corporation shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the holders of a majority of the Series B Preferred Stock then outstanding), the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

31

5F. Certain Events. If any event occurs of the type contemplated by the provisions of this Section 5 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Corporation’s Board of Directors shall make an appropriate adjustment in the Series B Conversion Price so as to protect the rights of the holders of Series B Preferred Stock; provided, that no such adjustment shall increase the Series B Conversion Price as otherwise determined pursuant to this Section 5 or decrease the number of shares of Conversion Stock issuable upon conversion of each Series B Share.

5G. Notices.

(i) Immediately upon any adjustment of the Series B Conversion Price, the Corporation shall give written notice thereof to all holders of Series B Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment.

(ii) The Corporation shall give written notice to all holders of Series B Preferred Stock at least twenty (20) days prior to the date on which the Corporation closes its books or takes a record (a) with respect to any dividend or distribution upon Common Stock, (b) with respect to any pro rata subscription offer to holders of Common Stock or (c) for determining rights to vote with respect to any Organic Change, dissolution or liquidation.

(iii) The Corporation shall also give written notice to the holders of Series B Preferred Stock at least twenty (20) days prior to the date on which any Organic Change shall take place.

5H. Mandatory Conversion. Upon the consummation of a Qualified Public Offering, all outstanding shares of Series B Preferred Stock shall automatically convert into Common Stock in accordance with the terms of this Section 5H. Any mandatory conversion pursuant to this Section 5H shall only be effected at the time of and subject to the closing of the consummation of such Qualified Public Offering and upon written notice of such mandatory conversion delivered to all holders of Series B Preferred Stock at least thirty (30) days prior to such Qualified Public Offering.

Section 6. Purchase Rights. If at any time the Corporation grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then each holder of Series B Preferred Stock shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Conversion Stock acquirable upon conversion of such holder’s Series B Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

Section 7. Events of Noncompliance.

32

7A. Definition. An Event of Noncompliance shall have occurred if:

(i) the Corporation fails to make any redemption payment with respect to the Series A Preferred Stock or Series B Preferred Stock which it is required to make hereunder for five days from the date such payment is due, whether or not such payment is legally permissible or is prohibited by any agreement to which the Corporation is subject;

(ii) the Corporation breaches or otherwise fails to perform or observe the covenants set forth in Sections 7.1 (h), 7.2, 7.3 and 7.4 of the Series B Purchase Agreement and in Sections 7.1(h), 7.3 and 7.4 of the Series A Purchase Agreement and if such breach or failure is of a type that is curable, fails to cure such breach within twenty (20) days of written notice thereof;

(iii) within the applicable survival period for such representation or warranty as set forth in the Series B Purchase Agreement and Series A Purchase Agreement, (a) it is discovered that any representation or warranty contained in Article 4 of the Series B Purchase Agreement or Section 4.3 of the Series A Purchase Agreement, as the case may be, was false or misleading in any material respect on the date made or (b) it is discovered that any representation or warranty contained in Article 4 of the Series B Purchase Agreement or Section 4.5(b) of the Series A Purchase Agreement, as the case may be, was false or misleading in any material respect on the date made;

(iv) the Corporation or any material Subsidiary makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Corporation or any material Subsidiary bankrupt or insolvent; or any order for relief with respect to the Corporation or any material Subsidiary is entered under the Federal Bankruptcy Code; or the Corporation or any material Subsidiary petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Corporation or any material Subsidiary or of any substantial part of the assets of the Corporation or any material Subsidiary, or commences any proceeding (other than a proceeding for the voluntary liquidation and dissolution of a Subsidiary) relating to the Corporation or any material Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Corporation or any material Subsidiary and either (a) the Corporation or any such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein or (b) such petition, application or proceeding is not dismissed within sixty (60) days;

(v) a judgment is rendered against the Corporation or any Subsidiary, the uninsured portion of which is in excess of $500,000 and, within sixty (60) days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within sixty (60) days after the expiration of any such stay, such judgment is not discharged; or

(vi) the Corporation or any Subsidiary defaults in the performance of any obligation or agreement if the effect of such default is to cause an amount exceeding $500,000 to become due prior to its stated maturity or to permit the holder or holders of any obligation to cause an amount exceeding $500,000 to become due prior to its stated maturity.

33

7B. Consequences of Events of Noncompliance.

(i) If an Event of Noncompliance (other than an Event of Noncompliance described in Paragraph 7A(v) or 7A(vi) of this Part III has occurred, the dividend rate on the Series B Preferred Stock shall increase immediately by an increment of 2.0 percentage point(s). Thereafter, until such time as no Event of Noncompliance exists, the dividend rate shall increase automatically at the end of each succeeding 90-day period by an additional increment of 2.0 percentage point(s) (but in no event shall the dividend rate exceed ten percent (10%) solely in the event of the occurrence of an Event of Noncompliance described in Clause 7A(iii)(b) of this Part III or twenty percent (20%) in the event of any other applicable Event of Noncompliance). Any increase of the dividend rate resulting from the operation of this paragraph shall terminate as of the close of business on the date on which no Event of Noncompliance exists, subject to subsequent increases pursuant to this paragraph.

(ii) If an Event of Noncompliance (other than an Event of Noncompliance described in Paragraph 7A(iv), 7A(v) or 7A(vi) of this Part III) has occurred, the holder or holders of a majority of the Series B Preferred Stock then outstanding and holder or holders of a majority of Series A Preferred Stock then outstanding, each voting separately as a class, may demand (by written notice delivered to the Corporation) immediate redemption of all or any portion of the Preferred Stock owned by such holder or holders at a price per share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon). The Corporation shall give prompt written notice of such election by the holders of the Series A and Series B Preferred Stock to the other holders of Preferred Stock (but in any event within five days after receipt of the initial demand for redemption), and each such other holder may demand immediate redemption of all or any portion of such holder’s Preferred Stock by giving written notice thereof to the Corporation within seven days after receipt of the Corporation’s notice. The Corporation shall redeem all Series B Preferred Stock as to which rights under this paragraph have been exercised within fifteen (15) days after receipt of the initial demand for redemption.

(iii) If an Event of Noncompliance of the type described in Paragraph 7A(iv) of this Part III has occurred, all of the Series B Preferred Stock then outstanding shall be subject to immediate redemption by the Corporation (without any action on the part of the holders of the Series B Preferred Stock) at a price per share equal to the Series B Liquidation Value thereof (plus all accrued and unpaid dividends thereon). The Corporation shall immediately redeem all Series B Preferred Stock upon the occurrence of such Event of Noncompliance.

(iv) If an Event of Noncompliance (other than an Event of Noncompliance described in Paragraph 7A(v) or 7A(vi) of this Part III) has occurred and continues for a period of thirty (30) days, the Conversion Price of the Series B Preferred Stock shall be reduced immediately by 10% of the Conversion Price in effect immediately prior to such adjustment. Thereafter, other than with respect to an Event of Noncompliance described in Clause 7A(iii)(b) of this Part III (with respect to which there shall be no further adjustment to the Conversion Price pursuant to this sentence) until such time as no Event of Noncompliance exists, the Conversion Price shall be reduced at the end of each of the next four succeeding 90-day periods by an additional 10% of the Conversion Price in effect immediately prior to such adjustment.

34

(v) If any Event of Noncompliance exists, each holder of Series B Preferred Stock shall also have any other rights which such holder is entitled to under any contract or agreement at any time and any other rights which such holder may have pursuant to applicable law.

Section 8. Registration of Transfer.

The Corporation shall keep at its principal office a register for the registration of Series B Preferred Stock. Upon the surrender of any certificate representing Series B Preferred Stock at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such Preferred Stock represented by the surrendered certificate.

Section 9. Replacement.

Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Series B Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided, that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series B Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

Section 10. Definitions.

For purposes of this Part III of Article FIFTH, the following terms shall have the following meanings:

“1999 Stock Incentive Plan” means the Corporation’s 1999 Stock Incentive Plan approved by the Corporation’s Board of Directors on July 22, 1999, and as amended and in effect from time to time.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by law or executive order to close.

“Bridge Notes” means the Corporation’s outstanding Senior Convertible Secured Notes issued pursuant to the Bridge Note Purchase Agreement.

35

“Bridge Note Purchase Agreement” means Amended and Restated Senior Convertible Secured Note and Warrant Purchase Agreement, dated as of June 13, 2001, by and between the Corporation and the parties named therein.

“Change of Control” means (a) any sale, transfer or issuance or series of sales, transfers and/or issuances of Common Stock by the Corporation or any holders thereof which results in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act of 1934), other than the holders of Preferred Stock as of the date of issuance of such shares, beneficially owning (as such term is used in the Securities Exchange Act of 1934) more than 50% of the Common Stock outstanding at the time of such sale, transfer or issuance or series of sales, transfers and/or issuances, (b) any sale or transfer of all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis (measured either by book value in accordance with generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Corporation’s Board of Directors) in any transaction or series of transactions (other than sales in the ordinary course of business) and (c) any merger or consolidation to which the Corporation is a party, except for a merger in which the Corporation is the surviving corporation, the terms of the Preferred Stock are not changed and the Preferred Stock is not exchanged for cash, securities or other property, and after giving effect to such merger, the holders of the Corporation’s outstanding capital stock possessing a majority of the voting power (under ordinary circumstances) to elect a majority of the Corporation’s Board of Directors immediately prior to the merger shall continue to own the Corporation’s outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation’s Board of Directors.

“Common Stock” means, collectively, the Corporation’s Common Stock, $0.0001 par value per share, and any capital stock of any class of the Corporation hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

“Common Stock Deemed Outstanding” means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to Paragraphs 5C(i) and 5C(ii) of this Part III of this Article FIFTH whether or not the Options or Convertible Securities are actually exercisable at such time.

“Conversion Stock” means shares of the Corporation’s Common Stock, $0.0001 par value per share issuable upon conversion of Series B Preferred Stock; provided, that if there is a change such that the securities issuable upon conversion of Series B Preferred Stock are issued by an entity other than the Corporation or there is a change in the type or class of securities so issuable, then the term “Conversion Stock” shall mean one share of the security issuable upon conversion of Series B Preferred Stock if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.

“Convertible Securities” means any stock or securities directly or indirectly convertible into or exchangeable for Common Stock.

36

“Fair Market Value” of any security means the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq Stock Market System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the Nasdaq Stock Market System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of twenty-one (21) days consisting of the day as of which “Fair Market Value” is being determined and the twenty (20) consecutive Business Days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the Nasdaq Stock Market System or the over-the-counter market, the “Fair Market Value” shall be the fair value thereof determined jointly by the Corporation and the holders of a majority of the Series B Preferred Stock and a majority of the Series A Preferred Stock. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by a nationally recognized independent appraiser experienced in valuing securities jointly selected by the Corporation and the holders of a majority of the Series B Preferred Stock and holders of a majority of the Series A Preferred Stock. The determination of such appraiser shall be final and binding upon the parties, and the Corporation shall pay the fees and expenses of such appraiser.

“Initial Issue Date” shall mean the date that shares of Series B Preferred Stock are first issued by the Corporation.

“Junior Securities” means any capital stock or other equity securities of the Corporation, except for the Senior Securities.

“Options” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

“Organic Change” has the meaning given that term in Section 5E of Part II herein.

“Person” means an individual, a partnership, a corporation, a limited liability company, a limited liability partnership, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof

“Preferred Stock” shall mean Series A Preferred Stock and Series B Preferred Stock.

“Qualified Public Offering” means the sale, in a firmly underwritten public offering registered under the Securities Act and underwritten by a nationally recognized investment bank approved by vote of a majority of the Board of Directors and holders of a majority of the outstanding Series B Shares, of shares of Common Stock resulting in gross proceeds to the Corporation of at least $30 million.

“Senior Securities” means any capital stock or other equity securities of the Corporation, including the Series B Preferred Stock, which by their terms, rank as to dividends

37

or distribution of assets on liquidation, dissolution or winding up of the Corporation, senior to the Series A Preferred Stock, and which securities are approved, if necessary, under Section 7.4 of the Series A Purchase Agreement.

“Series A Liquidation Value” of any Series A Share as of any particular date shall be equal to $0.3528.

“Series A Purchase Agreement” means the Series A Preferred Stock Purchase Agreement, dated as of March 31, 2000, by and among the Corporation and certain investors, as such agreement may from time to time be amended in accordance with its terms.

“Series A Redemption Date” as to any share has the meaning given that term in Section 3 of Part II herein; provided, that no such Series A Redemption Date specified herein shall be a Series A Redemption Date unless the Series A Liquidation Value along with all accrued and unpaid dividends thereon is actually paid in full on such date, and if not so paid in full, the Series A Redemption Date shall be the date on which such amount is fully paid.

“Series B Liquidation Value” of any Series B Share as of any particular date shall be equal to 200% of the Series B Purchase Price.

“Series B Purchase Agreement” means the Series B Preferred Stock Purchase Agreement, dated as of November 19, 2001, by and among the Corporation and certain investors, as such agreement may from time to time be amended in accordance with its terms.

“Series B Purchase Price” means $.00182 per Series B Share.

“Series B Redemption Date” as to any share has the meaning given that term in Section 3 this Part III; provided, that no such Series B Redemption Date specified herein shall be a Series B Redemption Date unless the Series B Purchase Price along with all accrued and unpaid dividends thereon is actually paid in full on such date, and if not so paid in full, the Series B Redemption Date shall be the date on which such amount is fully paid.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company, partnership, association or other business entity.

Section 11. Amendment and Waiver.

38

No amendment, modification or waiver shall be binding or effective with respect to any provision of Sections 1 to 12 of this Part III without the prior written consent of the holders of at least a majority of the Series B Preferred Stock outstanding at the time such action is taken.

Section 12. Notices.

Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be (i) delivered in person, (ii) transmitted by telecopy, (iii) sent by registered or certified mail, postage prepaid with return receipt requested, or (iv) sent by reputable overnight courier service, fees prepaid, to (x) the Corporation, at its principal executive offices and (y) to any stockholder, at such stockholder’s address or telecopy as it appears in the records of the Corporation (unless otherwise indicated in writing by any such stockholder). Notices shall be deemed given upon personal delivery, upon receipt of return receipt in the case of delivery by mail, upon acknowledgment by the receiving telecopier or one day following deposit with an overnight courier service.

SIXTH: The corporation is to have perpetual existence.

SEVENTH: in furtherance and not in limitation of the objects, purposes and powers conferred by statute, the Board of Directors of the corporation is expressly authorized to make, alter or repeal the By-Laws of the corporation.

EIGHTH: The corporation shall indemnify any director or officer of the corporation and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. No amendment to or repeal of this Article EIGHTH shall apply to or have any effect on the rights of any individual referred to in this Article EIGHTH for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal.

NINTH: The directors of the corporation shall incur no personal liability to the corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided, however, that the directors of the corporation shall continue to be subject to

39

liability (i) for any breach of their duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL or (iv) for any transaction from which the directors derived an improper benefit. If the GCL is amended after the date of incorporation of the corporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

TENTH: The corporation reserves the right, subject to any limitations set forth herein, to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute.

ELEVENTH: Elections of directors need not be by written ballot unless the By-Laws of the corporation shall so provide.

TWELFTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the corporation.

40

IN WITNESS WHEREOF, the undersigned has caused this Fourth Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer this 19th day of November 2001.

By:	/s/ Michael Britti
	Michael Britti
	Chief Executive Officer

CERTIFICATE OF CORRECTION OF

FOURTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

RENTPORT, INC.

It is hereby certified, pursuant to and in accordance with Section 103(f) of the Delaware General Corporation Law that:

1. The name of the corporation (hereinafter called the “Corporation”) is RentPort, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on January 4, 1999 under the name RentReport Inc.

2. The Fourth Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), which was filed by the Secretary of State of Delaware on November 20, 2001, is hereby corrected.

3. The inaccuracies to be corrected in said Certificate of Incorporation are as follows:

(A) In Section 5B(ii) of Part II of Article FIFTH of the Certificate of Incorporation, the date of the filing of the Certificate of Incorporation was by inadvertence and mistake stated as November 19, 2001. The date of the filing of the Certificate of Incorporation is corrected as November 20, 2001.

(B) The definition of “Series B Purchase Agreement” in Section 10 of each of Parts II and III of Article FIFTH stated by inadvertence and mistake that the date of the Series B Purchase Agreement was November 19, 2001. The definition of “Series B Purchase Agreement” in each of such Sections is corrected to state as follows:

“Series B Purchase Agreement” means the Series B Preferred Stock Purchase Agreement, dated as of November 20, 2001, by and among the Corporation and certain investors, as such agreement may from time to time be amended in accordance with its terms.

(C) The definition of “Series B Purchase Price” in Section 10 of each of Parts II and III of Article FIFTH contains a clerical error and is missing part of the definition. The definition of “Series B Purchase Price” in each of such Sections is corrected to state as follows:

“Series B Purchase Price” means $.00182 per Series B Share, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the

Series B Shares subsequent to the initial issuance of the Series B Preferred Stock.

(D) In Section 5A(i) of Part III of Article FIFTH, certain words following the dollar amount, $.00182, were by inadvertence and mistake omitted. Section 5A(i) of Part III of Article FIFTH is corrected to state as follow:

Subject to the provisions of this Section 5, at any time and from time to time, any holder of Series B Preferred Stock may convert all or any portion of the Series B Preferred Stock (including any fraction of a Series B Share) held by such holder into a number of shares of Conversion Stock computed by dividing (A) the product of the number of Series B Shares to be converted multiplied by $.00182, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series B Shares subsequent to the initial issuance of the Series B Preferred Stock, by (B) the Series B Conversion Price then in effect.

(E) The definition of “Series A Liquidation Value” in Section 10 of each of Parts II and III of Article FIFTH contains a clerical error and is missing part of the definition. The definition of “Series A Liquidation Value” in each of such Sections is corrected to state as follows:

“Series A Liquidation Value” of any Series A Share as of any particular date shall be equal to $0.3528, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series A Shares subsequent to the initial issuance of the Series A Preferred Stock.

(F) In Section 5A(i) of Part II of Article FIFTH, certain words following the dollar amount, $.3528, were by inadvertence and mistake omitted. Section 5A(i) of Part II of Article FIFTH is corrected to state as follow:

Subject to the provisions of this Section 5, at any time and from time to time, any holder of Series A Preferred Stock may convert all or any portion of the Series A Preferred Stock (including any fraction of a Series A Share) held by such holder into a number of shares of Conversion Stock computed by dividing (A) the product of the number of Series A Shares to be converted multiplied by $0.3528, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series A Shares subsequent to the initial issuance of the Series A Preferred Stock, by (B) the Series A Conversion Price then in effect.

2

IN WITNESS WHEREOF, RentPort, inc. has caused this Certificate to be signed by Michael Britti, its Chief Executive Officer on this 29th day of November 2001, to be effective as of November 20, 2001.

RentPort, Inc.
By:	/s/    Michael Britti
	Michael Britti
	Chief Executive Officer

CERTIFICATE OF AMENDMENT

OF

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

RENTPORT, INC.

RENTPORT, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: The name of the Corporation is RentPort, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 4, 1999 under the name RentReport Inc.

SECOND: That the Board of Directors of the Corporation (the “Board”), acting by unanimous written consent in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, adopted the following resolutions proposing and declaring advisable the following amendments to the Fourth Amended and Restated Certificate of Incorporation of the Corporation;

RESOLVED, Article FOURTH of the Fourth Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Article FOURTH thereof and by substituting in lieu of said Article FOURTH the following new article:

“FOURTH: The total number of shares of all classes of stock which the Corporation has authority to issue is twenty two million one thousand (22,001,000) shares, consisting of twelve million (12,000,000) shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and ten million one thousand (10,001,000) shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), one thousand (1,000) shares of which are designated Series A Preferred Stock and ten million (10,000,000) shares of which are designated Series B Preferred Stock.

Upon the filing of this amendment to the Fourth Amended and Restated Certificate of Incorporation, whereby Article FOURTH is amended in its entirety to read as set forth herein: (A) each six hundred (600) issued and outstanding shares of Common Stock of the Corporation shall automatically and without further action on the part of the holder thereof be combined into one (1) share of validly issued, fully paid and non-assessable shares of Common Stock of the Corporation, (B) each three thousand (3,000) issued and outstanding shares of Series A Preferred Stock of the Corporation shall automatically and without further action on the part of the holder thereof be combined into one (1) share of validly issued, fully paid and non-assessable shares of Series A Preferred Stock of the Corporation and (C) each six hundred (600) issued and outstanding shares of

Series B Preferred Stock of the Corporation shall automatically and without further action on the part of the holder thereof be combined into one (I) share of validly issued, fully paid and non-assessable shares of Series B Preferred Stock of the Corporation. No scrip or fractional shares of Common Stock will be issued by reason of this amendment.”

THIRD: That pursuant to a resolution of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation and was duly adopted by a majority of the stockholders of the Corporation acting by written consent in accordance with the applicable provisions of Section 228 of the General Corporation Law of the State of Delaware.

FOURTH: That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

2

IN WITNESS WHEREOF, the undersigned has signed this Certificate and affirms, under penalties of perjury, that the Certificate is the act and deed of the corporation and the facts stated herein are true.

	RENTPORT, INC.
	By:	/s/ Michael Britti
Date: December 17, 2001		Michael Britti
		Chief Executive Officer

CERTIFICATE OF AMENDMENT

OF

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

RENTPORT, INC.

RENTPORT, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: The name of the Corporation is RentPort, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 4, 1999 under the name RentReport Inc.

SECOND: That the Board of Directors of the Corporation (the “Board”), acting by unanimous written consent in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, adopted the following resolutions proposing and declaring advisable the following amendments to the Fourth Amended and Restated Certificate of Incorporation of the Corporation, as amended:

RESOLVED, Article FOURTH of the Fourth Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Article FOURTH thereof and by substituting in lieu of said Article FOURTH the following new article:

“FOURTH: The total number of shares of all classes of stock which the Corporation has authority to issue is twenty eight million ten thousand (28,010,000) shares, consisting of fifteen million (15,000,000) shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and thirteen million ten thousand (13,010,000) shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), ten thousand (10,000) shares of which are designated Series A Preferred Stock and thirteen million (13,000,000) shares of which are designated Series B Preferred Stock.

THIRD: That pursuant to a resolution of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation and was duly adopted by a majority of the stockholders of the Corporation acting by written consent in accordance with the applicable provisions of Section 228 of the General Corporation Law of the State of Delaware.

FOURTH: That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has signed this Certificate and affirms, under penalties of perjury, that the Certificate is the act and deed of the corporation and the facts stated herein are true.

		RENTPORT, INC.
	By:	/s/ Michael Britti
Date: March 5, 2002		Michael Britti
		Chief Executive Officer

CERTIFICATE OF AMENDMENT

OF

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

RENTPORT, INC.

RENTPORT, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: The name of the Corporation is RentPort, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 4, 1999 under the name RentReport Inc.

SECOND: That the Board of Directors of the Corporation (the “Board”), acting by unanimous written consent in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, adopted the following resolutions proposing and declaring advisable the following amendments to the Fourth Amended and Restated Certificate of Incorporation of the Corporation:

RESOLVED, Section 3A of Part II of Article FIFTH of the Fourth Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Section 3A of Part II of Article FIFTH thereof and by substituting in lieu of said Section 3A of Part II of Article FIFTH the following new paragraph:

3A. Scheduled Redemptions. Subject to the provisions of this Section 3, and subject to the prior rights of the holders of Senior Securities to have such Senior Securities redeemed (in the case of Series B Preferred Stock, as set forth in Section 3 of Part III hereof), on each of the dates specified below (each, a “Series A Redemption Date”), at the option of any holder of Series A Preferred Stock, the Corporation shall redeem, out of funds legally available therefor, the corresponding percentage specified below of the outstanding Series A Shares then held by such holder at a price per Series A Share equal to the Series A Liquidation Value along with any accrued and unpaid dividends thereon:

REDEMPTION DATE	SPECIFIED PERCENTAGE
March 31, 2004		50.00	%
December 31, 2004		100.00	%

RESOLVED, Section 3C of Part II of Article FIFTH of the Fourth Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Section 3C of Part II of Article FIFTH thereof and by substituting in lieu of said Section 3C of Part II of Article FIFTH the following new paragraph:

3C. Notice of Redemption. Each holder of Series A Preferred Stock shall give written notice (a “Redemption Notice”) of its election to exercise its redemption rights under Section 3A of Part II above to the Corporation not more than one hundred (100) nor less than ten (10) days prior to the date on which such redemption is to be made. In case fewer than the total number of Series A Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Series A Shares shall be issued to the holder thereof without cost to such holder within five (5) Business Days after surrender of the certificate representing the redeemed Series A Shares.

RESOLVED, Section 3A of Part III of Article FIFTH of the Fourth Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Section 3A of Part III of Article FIFTH thereof and by substituting in lieu of said Section 3A of Part III of Article FIFTH the following new paragraph:

3A. Scheduled Redemptions. Subject to the provisions of this Section 3, on each of the dates specified below (each, a “Series B Redemption Date”), at the option of any holder of Series B Preferred Stock, prior to the redemption of any shares of Series A Preferred Stock or any Junior Securities, the Corporation shall redeem, out of funds legally available therefor, the corresponding percentage specified below of the outstanding Series B Shares then held by such holder at a price per Series B Share equal to the Series B Purchase Price along with any accrued and unpaid dividends thereon:

REDEMPTION DATE	SPECIFIED PERCENTAGE
March 31, 2004		50.00	%
December 31, 2004		100.00	%

RESOLVED, Section 3C of Part III of Article FIFTH of the Fourth Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Section 3C of Part III of Article FIFTH thereof and by substituting in lieu of said Section 3C of Part Iii of Article FIFTH the following new paragraph:

3C. Notice of Redemption. Each holder of Series B Preferred Stock shall give written notice (a “Redemption Notice”) of its election to exercise its redemption rights under Section 3A of this Part III to the Corporation not more than one hundred (100) nor less than ten (10) days prior to the date on which such redemption is to be made. In case fewer than the total number of Series B Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Series B Shares shall be issued to the holder thereof without cost to such holder

2

within five (5) Business Days after surrender of the certificate representing the redeemed Series B Shares.

THIRD: That pursuant to a resolution of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation and was duly adopted by a majority of the stockholders of the Corporation acting by written consent in accordance with the applicable provisions of Section 228 of the General Corporation Law of the State of Delaware.

FOURTH: That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

3

IN WITNESS WHEREOF, the undersigned has executed this Certificate this 19th day of December, 2003.

RENTPORT, INC.
By:	/s/ Marc Cummins
	Marc Cummins Chairman of the Board

CERTIFICATE OF AMENDMENT

OF

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

RENTPORT, INC.

RENTPORT, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: The name of the Corporation is RentPort, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 4, 1999 under the name RentReport Inc.

SECOND: That the Board of Directors of the Corporation (the “Board”), acting by unanimous written consent in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, adopted the following resolutions proposing and declaring advisable the following amendments to the Fourth Amended and Restated Certificate of Incorporation of the Corporation:

RESOLVED, Section 3A of Part II of Article FIFTH of the Fourth Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Section 3A of Part II of Article FIFTH thereof and by substituting in lieu of said Section 3A of Part II of Article FIFTH the following new paragraph:

3A. Scheduled Redemptions. Subject to the provisions of this Section 3, and subject to the prior rights of the holders of Senior Securities to have such Senior Securities redeemed (in the case of Series B Preferred Stock, as set forth in Section 3 of Part III hereof), if the Corporation shall have received Redemption Notices (as defined in Section 3C of this Part II below) from the holders of at least twenty-five percent (25%) of the outstanding Series A Shares, the Corporation shall on each of the dates specified below (each, a “Series A Redemption Date”) redeem, out of funds legally available therefor, the corresponding percentage specified below of the outstanding Series A Shares then held by any holder who provided a Redemption Notice at a price per Series A Share equal to the Series A Liquidation Value along with any accrued and unpaid dividends thereon:

REDEMPTION DATE	SPECIFIED PERCENTAGE
March 31, 2004		50.00	%
December 31, 2004		100.00	%

In the event that as of any Series A Redemption Date the Corporation has not received Redemption Notices given in accordance with Section 3C of this Part II below from holders of at least twenty-five percent (25%) of the outstanding Series A Shares, the Corporation shall have no obligation to redeem any Series A Shares as to which a Redemption Notice has been received and such Redemption Notices shall be null and void.

RESOLVED, Section 3C of Part II of Article FIFTH of the Fourth Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Section 3C of Part II of Article FIFTH thereof and by substituting in lieu of said Section 3C of Part II of Article FIFTH the following new paragraph:

3C. Notice of Redemption. Each holder of Series A Preferred Stock electing to exercise its redemption rights under Section 3A of Part II above shall give written notice (a “Redemption Notice”) of its election to exercise to the Corporation not more than one hundred (100) nor less than ten (10) days prior to the date on which such redemption is to be made. A holder of Series A Shares may specify in a Redemption Notice that it elects to exercise its redemption rights as to less than the total number of Series A Shares as to which such holder is entitled to elect to exercise redemption rights. In case fewer than the total number of Series A Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Series A Shares shall be issued to the holder thereof without cost to such holder within five (5) Business Days after surrender of the certificate representing the redeemed Series A Shares.

RESOLVED, Section 3A of Part III of Article FIFTH of the Fourth Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Section 3A of Part III of Article FIFTH thereof and by substituting in lieu of said Section 3A of Part III of Article FIFIH the following new paragraph:

3A. Scheduled Redemptions. Subject to the provisions of this Section 3, on each of the dates specified below (each, a “Series B Redemption Date”), prior to the redemption of any shares of Series A Preferred Stock or any Junior Securities, if the Corporation shall have received Redemption Notices (as defined in Section 3C of this Part III below) from the holders of at least twenty-five percent (25%) of the outstanding Series B Shares, the Corporation shall on each of the dates specified below (each, a “Series B Redemption Date”) redeem, out of funds legally available therefor, the corresponding percentage specified below of the outstanding Series B Shares then held by any holder who provided a Redemption Notice at a price per Series B Share equal to the Series

2

B Purchase Price along with any accrued and unpaid dividends thereon:

REDEMPTION DATE	SPECIFIED PERCENTAGE
March 31, 2004		50.00	%
December 31, 2004		100.00	%

In the event that as of any Series B Redemption Date the Corporation has not received Redemption Notices given in accordance with Section 3C of this Part III below from holders of at least twenty-five percent (25%) of the outstanding Series B Shares, the Corporation shall have no obligation to redeem any Series B Shares as to which a Redemption Notice has been received and such Redemption Notices shall be null and void.

RESOLVED, Section 3C of Part III of Article FIFTH of the Fourth Amended and Restated Certificate of Incorporation of the Corporation is amended by striking out Section 3C of Part III of Article FIFTH thereof and by substituting in lieu of said Section 3C of Part III of Article FIFTH the following new paragraph:

3C. Notice of Redemption. Each holder of Series B Preferred Stock electing to exercise its redemption rights under Section 3A of Part III above shall give written notice (a “Redemption Notice”) of its election to exercise to the Corporation not more than one hundred (100) nor less than ten (10) days prior to the date on which such redemption is to be made. A holder of Series B Shares may specify in a Redemption Notice that it elects to exercise its redemption rights as to less than the total number of Series B Shares as to which such holder is entitled to elect to exercise redemption rights. In case fewer than the total number of Series B Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Series B Shares shall be issued to the holder thereof without cost to such holder within five (5) Business Days after surrender of the certificate representing the redeemed Series B Shares.

THIRD: That pursuant to a resolution of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation and was duly adopted by a majority of the stockholders of the Corporation acting by written consent in accordance with the applicable provisions of Section 228 of the General Corporation Law of the State of Delaware.

FOURTH: That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

3

IN WITNESS WHEREOF, the undersigned has signed this Certificate and affirms that the Certificate is the act and deed of the corporation and the facts stated herein are true.

	RENTPORT, INC.
	By:	/s/ Marc Cummins
Date: January 30, 2004		Marc Cummins
		Chairman of the Board

FIFTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

RENTPORT, INC.

RENTPORT, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is RentPort, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 4, 1999 under the name RentReport Inc.

2. This Fifth Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and adopted by written consent of the holders of a majority of the issued and outstanding shares of voting stock of the Corporation in accordance with Sections 242, 245 and 228 of the General Corporation Law of the State of Delaware (the “GCL”). This Fifth Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation as heretofore supplemented or amended.

3. The text of the Fourth Amended and Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

FIRST: The name of the Corporation is RentPort, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware shall be at 15 East North Street, City of Dover, County of Kent; and the name of its registered agent at such address shall be United Corporate Services, Inc.

THIRD: The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which a corporation may be organized under the GCL.

FOURTH: The total number of shares of all classes of stock which the Corporation has authority to issue is forty five million ten thousand (45,010,000) shares, consisting of thirty two million (32,000,000) shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and thirteen million ten thousand (13,010,000) shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), ten thousand (10,000) shares of which are designated Series A Preferred Stock and thirteen million (13,000,000) shares of which are designated Series B Preferred Stock.

FIFTH: The designations, powers, preferences and rights granted to or imposed upon the Common Stock and Preferred Stock are as follows:

1. COMMON STOCK

Section 1. Voting Rights. The holders of shares of Common Stock shall be entitled to one vote for each share so held with respect to all matters voted on by the stockholders of the Corporation, subject in all cases to the rights of the Preferred Stock set forth in Section 4 of Part II and Section 4 of Part III.

Section 2. Dividends. Subject to the rights of the Preferred Stock, dividends may be paid on the Common Stock as and when declared by the Board of Directors.

Section 3. Liquidation Rights. Subject to the prior and superior right of the Preferred Stock, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Common Stock shall be entitled to receive that portion of the remaining funds to be distributed in accordance with the provisions of this Certificate of Incorporation, as it may from time to time be amended or supplemented, including without limitation any supplement effected pursuant to a certificate of designations, setting forth such prior and superior rights. Such funds shall be paid to the holders of Common Stock pro rata on the basis of the number of shares of Common Stock held by each of them.

Section 4. Merger, Consolidation, Sale of Assets. Subject to the prior and superior rights of the Preferred Stock, in the event of any merger or consolidation of the Corporation with or into another corporation in which the Corporation shall not survive, or the sale or transfer of all or substantially all of the assets of the Corporation to another entity, or a merger or consolidation in which the Corporation shall be the surviving entity but its Common Stock is exchanged for stock, securities or property of another entity, the holders of Common Stock shall be entitled to receive all cash, securities and other property received by the Corporation pro rata on the basis of the number of shares of Common Stock held by each of them.

Section 5. Residual Rights. All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary in this Certificate of Incorporation, as it may from time to time be amended or supplemented, including without limitation any supplement effected pursuant to a certificate of designations, shall be vested in the Common Stock.

II. SERIES A PREFERRED STOCK

All capitalized terms used in this Part II and not otherwise defined in this Part II shall have the respective meanings ascribed thereto in Section 10 of this Part II.

Section 1. Dividends.

1A. General Obligation. When and as declared by the Corporation’s Board of Directors and to the extent permitted under the Delaware Business Corporation Law, the Corporation shall pay preferential dividends to the holders of the Series A Convertible Participating Preferred Stock (the “Series A Preferred Stock”) as provided in this Section 1. Except as otherwise provided herein, dividends on each share of the Series A Preferred Stock (a “Series A Share”) shall accrue, whether or not declared or paid, on a daily, non-compounded

2

basis at the rate of eight percent (8%) per annum of the Series A Liquidation Value thereof from and including the date of issuance of such Series A Share to and including the first to occur of (i) the date on which the Series A Liquidation Value along with all accrued and unpaid dividends thereon is paid to the holder thereof in connection with either a Liquidation Event (as defined below) or the redemption of such Series A Share by the Corporation, (ii) the date on which such Series A Share is converted into shares of Conversion Stock hereunder or (iii) the date on which such Series A Share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative such that all accrued and unpaid dividends shall be fully paid before any dividends, distributions, redemptions or other payments may be made with respect to any Junior Securities. The date on which the Corporation initially issues any Series A Share shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Series A Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Series A Share.

1B. Participating Dividends. In the event that the Corporation declares, pays or sets apart for payment any dividends on the Common Stock, whether payable in cash, property or otherwise (a “Common Dividend”) other than dividends payable solely in shares of Common Stock, the Corporation shall also declare and pay to the holders of the Series A Preferred Stock at the same time that it declares and pays such dividends to the holders of the Common Stock, the dividends which would have been declared and paid with respect to the Common Stock issuable upon conversion of the Series A Preferred Stock had all of the outstanding Series A Preferred Stock been converted immediately prior to the record date for such dividend, or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

Section 2. Liquidation.

2A. Payment of Preference. Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary) (a “Liquidation Event”), the assets of the Corporation available for distribution shall be distributed in accordance with the provisions of Section 2B of Part III of this Article FIFTH which are incorporated by reference herein. If upon any such Liquidation Event the Corporation’s assets to be distributed among the holders of the Series A Preferred Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 2A, then the entire assets available to be distributed to the holders of the Corporation’s Series A Preferred Stock, as set forth in Section 2 of Part III of this Article FIFTH, shall be distributed pro rata among such holders based upon the aggregate Series A Liquidation Value along with all accrued and unpaid dividends thereon of the Series A Preferred Stock held by each such holder. Not less than twenty (20) days prior to the payment date stated therein, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series A Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Series A Share, each Series B Share and each share of any other Senior Security and of Common Stock in connection with such Liquidation Event.

2B. [Reserved]

3

2C. Change of Control. At the election of holders of at least 75% of the then outstanding shares of Series A Preferred Stock and at least 75% of each class of the then outstanding shares of Senior Securities, the occurrence of a Change of Control shall be deemed to be a Liquidation Event for purposes of Section 2 of this Part II, and the holders of the Series A Preferred Stock shall be entitled to receive payment from the Corporation of the amounts payable with respect to the Series A Preferred Stock upon a Liquidation Event under this Section 2 in cancellation of their Series A Shares upon the consummation of any such transaction. In the event that the holders of the Series A Preferred Stock, and any outstanding class of Senior Securities have not elected to receive such payment and such Change of Control constitutes an Organic Change, the provisions of Section 5E of Part II shall be applicable to such Change in Control.

Section 3. Redemptions.

3A. Scheduled Redemptions. Subject to the provisions of this Section 3, and subject to the prior rights of the holders of Senior Securities to have such Senior Securities redeemed (in the case of Series B Preferred Stock, as set forth in Section 3 of Part III hereof), if the Corporation shall have received Redemption Notices (as defined in Section 3C of this Part II below) from the holders of at least twenty-five percent (25%) of the outstanding Series A Shares, the Corporation shall on each of the dates specified below (each, a “Series A Redemption Date”) redeem, out of funds legally available therefor, the corresponding percentage specified below of the outstanding Series A Shares then held by any holder who provided a Redemption Notice at a price per Series A Share equal to the Series A Liquidation Value along with any accrued and unpaid dividends thereon:

REDEMPTION DATE	SPECIFIED PERCENTAGE
March 31, 2004		50.00	%
December 31, 2005		100.00	%

In the event that as of any Series A Redemption Date the Corporation has not received Redemption Notices given in accordance with Section 3C of this Part II below from holders of at least twenty-five percent (25%) of the outstanding Series A Shares, the Corporation shall have no obligation to redeem any Series A Shares as to which a Redemption Notice has been received and such Redemption Notices shall be null and void.

3B. Redemption Payments. For each Series A Share which is to be redeemed hereunder, subject to the prior rights of the holders of Senior Securities to have such Senior Securities redeemed (in the case of Series B Preferred Stock, as set forth in Section 3 of Part III hereof), the Corporation shall be obligated on the applicable Series A Redemption Date to pay to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such Series A Share), out of funds legally available therefor, an amount in cash in immediately available funds equal to the Series A Liquidation Value along with all accrued and unpaid dividends thereon (the “Series A Redemption Price”). If the funds of the Corporation legally available for redemption of Preferred Stock on any Redemption Date are insufficient to redeem the total number of shares of Preferred Stock to be redeemed on such date, those funds which are legally available shall be used to redeem (i) first, the maximum possible

4

number of Senior Securities which are to be redeemed on such date and which the Corporation is able to redeem in accordance with the terms of the Senior Securities and (ii) second, the maximum possible number of Series A Shares which are to be redeemed on such date and which the Corporation is able to redeem pro rata among the holders of the Series A Shares to be redeemed based upon the aggregate Series A Liquidation Value (plus all accrued and unpaid dividends thereon) of such Series A Shares held by each such holder. At any time thereafter when additional funds of the Corporation are legally available for the redemption of Senior Securities and/or Series A Shares, such funds shall immediately be used to redeem the balance of the Senior Securities and, to the extent funds are available, Series A Shares which the Corporation has become obligated to redeem on any Redemption Date but which it has not redeemed.

3C. Notice of Redemption. Each holder of Series A Preferred Stock electing to exercise its redemption rights under Section 3A of Part II above shall give written notice (a “Redemption Notice”) of its election to exercise to the Corporation not more than one hundred (100) nor less than ten (10) days prior to the date on which such redemption is to be made. A holder of Series A Shares may specify in a Redemption Notice that it elects to exercise its redemption rights as to less than the total number of Series A Shares as to which such holder is entitled to elect to exercise redemption rights. In case fewer than the total number of Series A Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Series A Shares shall be issued to the holder thereof without cost to such holder within five (5) Business Days after surrender of the certificate representing the redeemed Series A Shares.

3D. Dividends After Redemption Date. No Series A Share shall be entitled to any dividends accruing after the date on which the Series A Liquidation Value along with any accrued and unpaid dividends thereon is paid to the holder of such Series A Share or set aside for payment. On such date, all rights of the holder of such Series A Share shall cease, and such Series A Share shall no longer be deemed to be issued and outstanding.

3E. Redeemed or Otherwise Acquired Series A Shares. Any Series A Shares which are redeemed or otherwise acquired by the Corporation shall be canceled and retired to authorized but unissued shares of preferred stock and shall not be reissued or sold as shares of Series A Preferred Stock or transferred.

3F. Other Redemptions or Acquisitions. The Corporation shall not, nor shall it permit any Subsidiary to, redeem or otherwise acquire any shares of Series A Preferred Stock, except pursuant to and in accordance with the terms hereof.

Section 4. Voting Rights. The holders of the Series A Preferred Stock shall be entitled to notice of all stockholders meetings in accordance with the Corporation’s bylaws, and except as otherwise required by applicable law, the holders of the Series A Preferred Stock shall be entitled to vote on all matters submitted to the stockholders for a vote together with the holders of Senior Securities and Common Stock voting together as a single class with each share of Common Stock entitled to one vote per share and each share of Preferred Stock entitled to one vote for each share of Common Stock issuable upon conversion of such share of Preferred Stock as of the record date for such vote or, if no record date is specified, as of the date of such vote.

5

Section 5. Conversion.

5A. Conversion Procedure.

(i) Subject to the provisions of this Section 5, at any time and from time to time, any holder of Series A Preferred Stock may convert all or any portion of the Series A Preferred Stock (including any fraction of a Series A Share) held by such holder into a number of shares of Conversion Stock computed by dividing (A) the product of the number of Series A Shares to be converted multiplied by $0.3528, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series A Shares subsequent to the initial issuance of the Series A Preferred Stock (including (x) a reverse split effectuated on December 28, 2000 whereby each five (5) issued and outstanding shares of Common Stock of the Corporation were combined into one (1) share of validly issued, fully paid and non- assessable shares of Common Stock of the Corporation and (y) a reverse split effectuated on December 17, 2001, whereby (A) each six hundred (600) issued and outstanding shares of Common Stock of the Corporation were combined into one (1) share of validly issued, fully paid and non-assessable shares of Common Stock of the Corporation, (B) each three thousand (3,000) issued and outstanding shares of Series A Preferred Stock of the Corporation were combined into one (1) share of validly issued, fully paid and non-assessable shares of Series A Preferred Stock of the Corporation and (C) each six hundred (600) issued and outstanding shares of Series B Preferred Stock of the Corporation were combined into one (1) share of validly issued, fully paid and non-assessable shares of Series B Preferred Stock of the Corporation (collectively, the “Prior Splits”)) by (B) the Series A Conversion Price then in effect.

(ii) Except as otherwise provided herein, each conversion of Series A Preferred Stock shall be deemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Series A Preferred Stock to be converted have been surrendered for conversion at the principal office of the Corporation. At the time any such conversion has been effected, the rights of the holder of the Series A Shares converted as a holder of Series A Preferred Stock shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Conversion Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby.

(iii) The conversion rights of any Series A Share actually redeemed hereunder shall terminate on the applicable Series A Redemption Date for such Series A Share.

(iv) Notwithstanding any other provision hereof, if a conversion of Series A Preferred Stock is to be made in connection with a Qualified Public Offering, Change of Control or other transaction affecting the Corporation, the conversion of any Series A Shares may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated.

(v) As soon as possible after a conversion has been effected (but in any event within three (3) Business Days after notice of such conversion has been delivered to

6

the Corporation, provided that such conversion has been effected by such date, in the case of clause (a) below), the Corporation shall deliver to the converting holder:

(a) a certificate or certificates representing the number of shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified;

(b) subject to clause 5A(vi), payment in an amount equal to all accrued and unpaid dividends with respect to each Series A Share converted plus the amount payable under clause (x) below with respect to such conversion; and

(c) a certificate representing any Series A Shares which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.

(vi) If at the time of any conversion, an Event of Noncompliance described in clauses 7A(i) or 7A(iv) of this Part II shall have occurred and be continuing, any portion of the accrued and unpaid dividends on the Series A Preferred Stock may, at the converting holder’s option, be converted into an additional number of shares of Conversion Stock determined by dividing the amount of the unpaid dividends to be applied for such purpose, by the Series A Conversion Price then in effect. If the converting holder so elects, if the Corporation is not permitted under applicable law to pay any portion of the accrued and unpaid dividends on the Series A Preferred Stock being converted, the Corporation shall pay such amounts to the converting holder as soon thereafter as funds of the Corporation are legally available for such payment and at the request of any such converting holder and the Corporation shall provide such holder with written evidence of its obligation to such holder.

(vii) The issuance of certificates for shares of Conversion Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holders of such Series A Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Conversion Stock, excluding any tax or other charge imposed in connection with any transfer in connection with the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred Stock were registered. Upon conversion of each Series A Share, the Corporation shall take all such actions as are necessary in order to insure that the Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.

(viii) The Corporation shall not close its books against the transfer of Series A Preferred Stock or of Conversion Stock issued or issuable upon conversion of Series A Preferred Stock in any manner which interferes with the timely conversion of Series A Preferred Stock. The Corporation shall assist and cooperate with any holder of Series A Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Series A Shares hereunder (including, without limitation, making any filings required to be made by the Corporation).

7

(ix) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of Series A Preferred Stock, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Series A Preferred Stock. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action which would cause the number of authorized but unissued shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Series A Preferred Stock.

(x) If any fractional interest in a share of Conversion Stock would, except for the provisions of this clause, be delivered upon any conversion of Series A Preferred Stock, the Corporation, in lieu of delivering the fractional share therefor, shall pay an amount to the holder thereof equal to the Fair Market Value of such fractional interest as of the date of conversion.

(xi) If the shares of Conversion Stock issuable by reason of conversion of Series A Preferred Stock are convertible into or exchangeable for any other stock or securities of the Corporation, the Corporation shall, at the converting holder’s option, upon surrender of the Series A Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Conversion Stock, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the stock or securities into which the shares of Conversion Stock issuable by reason of such conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.

5B. Series A Conversion Price.

(i) The initial Series A Conversion Price was $1.76. In order to prevent dilution of the conversion rights granted under this Section 5, the Series A Conversion Price shall be subject to adjustment from time to time pursuant to this Section 5B subsequent to the initial issuance of the Series A Preferred Stock (including with respect to the applicable Prior Splits).

(ii) If and whenever on or after November 19, 2001, the Corporation issues or sells, or in accordance with Section 5C of this Part II is deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Series A Conversion Price in effect immediately prior to the time of such issue or sale, then immediately upon such issue or sale or deemed issue or sale the Series A Conversion Price shall be reduced to the lower of:

(a) the Series A Conversion Price then in effect minus an amount equal to the product of (x) the Series A Conversion Price in effect

8

immediately prior to such issuance or sale less the lowest net price per share at which any such share of Common Stock has been issued or sold multiplied by (y) 0.50; and

(b) an amount determined by dividing (1) the sum of (x) the product derived by multiplying the Series A Conversion Price in effect immediately prior to such issue or sale by the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale, plus (y) the consideration, if any, received by the Corporation upon such issue or sale, by (2) the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale.

(iii) Notwithstanding the foregoing, there shall be no adjustment in the Series A Conversion Price hereunder as a result of any issuance or sale of Common Stock (a) to employees, consultants, members of management or directors of the Corporation pursuant to and in accordance with the Corporation’s 1999 Stock Incentive Plan, (b) otherwise so long as aggregate Fair Market Value of such Common Stock does not exceed $1 million at any time after the original date of issuance and such issuance and sale has been approved by the Board of Directors, (c) to unaffiliated third parties in connection with any strategic alliances or mergers and acquisitions approved by a majority of the Investor Directors (as defined in Section 4A of Part III hereof), (d) in connection with the issuance and sale by the Corporation of Senior Convertible Secured Notes (the “Notes”) in the aggregate principal amount of up to $5.0 million pursuant to the Amended and Restated Senior Convertible Secured Note and Warrant Purchase Agreement, dated as of June 13, 2001, by and between the Corporation and the parties named therein (plus any additional principal amount necessary for the Corporation to satisfy the preemptive rights of security holders set forth in the Corporation’s Second Amended and Restated Stockholders Agreement, dated as of January 18, 2001, as such agreement may be amended from time to time) and warrants to purchase shares of Common Stock of the Corporation issued in connection with the sale of the Notes, and the issuance of shares of Common Stock upon exercise of the warrants and (e) in connection with issuance and sale by the Corporation of shares of the Series B Preferred Stock upon conversion of the Notes and pursuant to the Series B Purchase Agreement, and the issuance of Common Stock upon conversion of the Series B Preferred Stock.

5C. Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Conversion Price under Section 5B of this Part II, the following shall be applicable:

(i) Issuance of Rights or Options. If the Corporation in any manner grants or sells any Options and the price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Series A Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For

9

purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (A) the total amount, if any, received or receivable by the Corporation as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Series A Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(ii) Issuance of Convertible Securities. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon conversion or exchange thereof is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (A) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Series A Conversion Price had been or are to be made pursuant to other provisions of this Section 5, no further adjustment of the Series A Conversion Price shall be made by reason of such issue or sale.

(iii) Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Series A Conversion Price in effect at the time of such change shall be immediately adjusted to the Series A Conversion Price which would have been in effect at such time had such Options or Series A Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of Section 5C of this Part II, if the terms of any Option or Convertible Security which was outstanding as of the date of issuance of the Series A Preferred Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided, that no such change shall at any time cause the Series A Conversion Price hereunder to be increased.

10

(iv) Treatment of Expired Options and Unexercised Convertible Securities. Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security without the exercise of any such Option or right, the Series A Conversion Price then in effect hereunder shall be adjusted immediately to the Series A Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued. For purposes of Section 5C of this Part II, the expiration or termination of any Option or Convertible Security which was outstanding as of the date of issuance of the Series A Preferred Stock shall not cause the Series A Conversion Price hereunder to be adjusted unless, and only to the extent that, a change in the terms of such Option or Convertible Security caused it to be deemed to have been issued after the date of issuance of the Series A Preferred Stock.

(v) Calculation of Consideration Received. If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor (net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation shall be the Fair Market Value thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Corporation and the holders of a majority of the outstanding Senior Securities (or, if no Senior Securities are outstanding, Series A Preferred Stock). If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Corporation and the holders of a majority of the outstanding Senior Securities (or, if no Senior Securities are outstanding, Series A Preferred Stock). The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Corporation.

(vi) Integrated Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto, the Option shall be deemed to have been issued for a consideration of $.01.

(vii) Treasury Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation or any Subsidiary, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock.

11

(viii) Record Date. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (a) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (b) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

5D. Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Series A Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Series A Conversion Price in effect immediately prior to such combination shall be proportionately increased.

5E. Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Corporation’s assets or other transaction, in each case which is effected in such a manner that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change”. Subject to Section 2C of this Part II, prior to the consummation of any Organic Change, the Corporation shall make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Series A Preferred Stock then outstanding) to insure that each of the holders of Series A Preferred Stock shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Conversion Stock immediately theretofore acquirable and receivable upon the conversion of such holder’s Series A Preferred Stock, such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted its Series A Preferred Stock immediately prior to such Organic Change. Subject to Section 2C of this Part II, in each such case, the Corporation shall also make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Series A Preferred Stock then outstanding) to insure that the provisions of this Section 5 and Sections 1, 2 and 7 of this Part II shall thereafter be applicable to the Series A Preferred Stock (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Corporation, an immediate adjustment of the Series A Conversion Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Conversion Stock acquirable and receivable upon conversion of Series A Preferred Stock, if the value so reflected is less than the Series A Conversion Price in effect immediately prior to such consolidation, merger or sale). In the event that such Organic Change is a Change of Control, unless the holders of 75% of the then outstanding shares of Series A Preferred Stock and 75% of the then outstanding shares of each class of Senior Securities have elected to receive the amounts payable to such holders under Section 2C of this Part II (and, in the case of the Series B Preferred Stock, Section 2C of Part III), in exchange for each share of Series A Preferred Stock, Series B Preferred Stock and, any

12

other Senior Securities, held by each such holder, the Corporation shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the holders of a majority of the Series A Preferred Stock then outstanding), the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may he entitled to acquire.

5F. Certain Events. If any event occurs of the type contemplated by the provisions of this Section 5 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Corporation’s Board of Directors shall make an appropriate adjustment in the Series A Conversion Price so as to protect the rights of the holders of Series A Preferred Stock; provided, that no such adjustment shall increase the Series A Conversion Price as otherwise determined pursuant to this Section 5 or decrease the number of shares of Conversion Stock issuable upon conversion of each Series A Share.

5G. Notices.

(i) Immediately upon any adjustment of the Series A Conversion Price, the Corporation shall give written notice thereof to all holders of Series A Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment.

(ii) The Corporation shall give written notice to all holders of Series A Preferred Stock at least twenty (20) days prior to the date on which the Corporation closes its books or takes a record (a) with respect to any dividend or distribution upon Common Stock, (b) with respect to any pro rata subscription offer to holders of Common Stock or (c) for determining rights to vote with respect to any Organic Change, dissolution or liquidation.

(iii) The Corporation shall also give written notice to the holders of Series A Preferred Stock at least twenty (20) days prior to the date on which any Organic Change shall take place.

5H. Mandatory Conversion. Upon the consummation of a Qualified Public Offering, all outstanding shares of Series A Preferred Stock shall automatically convert into Common Stock in accordance with the terms of this Section 5H. Any mandatory conversion pursuant to this Section 5H shall only be effected at the time of and subject to the closing of the consummation of such Qualified Public Offering and upon written notice of such mandatory conversion delivered to all holders of Series A Preferred Stock at least thirty (30) days prior to such Qualified Public Offering.

Section 6. Purchase Rights. If at any time the Corporation grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then each holder of Series A Preferred Stock shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Conversion Stock acquirable upon

13

conversion of such holder’s Series A Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

Section 7. Events of Noncompliance.

7A. Definition. An Event of Noncompliance shall have occurred if:

(i) the Corporation fails to make any redemption payment with respect to the Series A Preferred Stock which it is required to make hereunder for five days from the date such payment is due, whether or not such payment is legally permissible or is prohibited by any agreement to which the Corporation is subject;

(ii) the Corporation breaches or otherwise fails to perform or observe the covenants set forth in Sections 7.1(h), 7.3 and 7.4 of the Series A Purchase Agreement and if such breach or failure is of a type that is curable, fails to cure such breach within twenty (20) days of written notice thereof;

(iii) within the applicable survival period for such representation or warranty as set forth in the Series A Purchase Agreement, (a) it is discovered that any representation or warranty contained in Section 4.3 of the Series A Purchase Agreement was false or misleading in any material respect on the date made or (b) it is discovered that any representation or warranty contained in Section 4.5(b) of the Series A Purchase Agreement was false or misleading in any material respect on the date made;

(iv) the Corporation or any material Subsidiary makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Corporation or any material Subsidiary bankrupt or insolvent; or any order for relief with respect to the Corporation or any material Subsidiary is entered under the Federal Bankruptcy Code; or the Corporation or any material Subsidiary petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Corporation or any material Subsidiary or of any substantial part of the assets of the Corporation or any material Subsidiary, or commences any proceeding (other than a proceeding for the voluntary liquidation and dissolution of a Subsidiary) relating to the Corporation or any material Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Corporation or any material Subsidiary and either (a) the Corporation or any such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein or (b) such petition, application or proceeding is not dismissed within sixty (60) days;

(v) a judgment is rendered against the Corporation or any Subsidiary, the uninsured portion of which is in excess of $500,000 and, within sixty (60) days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within sixty (60) days after the expiration of any such stay, such judgment is not discharged; or

14

(vi) the Corporation or any Subsidiary defaults in the performance of any obligation or agreement if the effect of such default is to cause an amount exceeding $500,000 to become due prior to its stated maturity or to permit the holder or holders of any obligation to cause an amount exceeding $500,000 to become due prior to its stated maturity.

7B. Consequences of Events of Noncompliance.

(i) If an Event of Noncompliance (other than an Event of Noncompliance described in Paragraph 7A(v) or 7A(vi) of this Part II) has occurred, the dividend rate on the Series A Preferred Stock shall increase immediately by an increment of 2.0 percentage point(s). Thereafter, until such time as no Event of Noncompliance exists, the dividend rate shall increase automatically at the end of each succeeding 90-day period by an additional increment of 2.0 percentage point(s) (but in no event shall the dividend rate exceed ten percent (10%) solely in the event of the occurrence of an Event of Noncompliance described in Clause 7A(iii)(b) of this Part II or twenty percent (20%) in the event of any other applicable Event of Noncompliance). Any increase of the dividend rate resulting from the operation of this paragraph shall terminate as of the close of business on the date on which no Event of Noncompliance exists, subject to subsequent increases pursuant to this paragraph.

(ii) If an Event of Noncompliance (other than an Event of Noncompliance described in Paragraph 7A(iv), 7A(v) or 7A(vi) of this Part II) has occurred, the holder or holders of a majority of the Series A Preferred Stock then outstanding and the holder or holders of a majority of the Series B Preferred Stock then outstanding, the holder or holders of a majority of any other class of Senior Securities then outstanding, each voting separately as a class, may demand (by written notice delivered to the Corporation) immediate redemption of all or any portion of the Preferred Stock owned by such holder or holders at a price per share equal to the applicable Liquidation Value thereof (plus all accrued and unpaid dividends thereon). The Corporation shall give prompt written notice of such election by the holders of the Series A and Series B Preferred Stock and other Senior Securities to the other holders of Preferred Stock (but in any event within five days after receipt of the initial demand for redemption), and each such other holder may demand immediate redemption of all or any portion of such holder’s Preferred Stock by giving written notice thereof to the Corporation within seven days after receipt of the Corporation’s notice. Subject to the prior redemption of the Senior Securities requested to be redeemed, the Corporation shall redeem all Series A Preferred Stock as to which rights under this paragraph have been exercised within fifteen (15) days after receipt of the initial demand for redemption.

(iii) If an Event of Noncompliance of the type described in Paragraph 7A(iv) of this Part II has occurred, subject to the prior redemption of the Senior Securities, all of the Series A Preferred Stock then outstanding shall be subject to immediate redemption by the Corporation (without any action on the part of the holders of the Series A Preferred Stock) at a price per share equal to the Series A Liquidation Value thereof (plus all accrued and unpaid dividends thereon). Subject to the prior redemption of Senior Securities, the Corporation shall immediately redeem all Series A Preferred Stock upon the occurrence of such Event of Noncompliance.

15

(iv) If an Event of Noncompliance (other than an Event of Noncompliance described in Paragraph 7A(v) or 7A(vi) of this Part II) has occurred and continues for a period of thirty (30) days, the Conversion Price of the Series A Preferred Stock shall be reduced immediately by 10% of the Conversion Price in effect immediately prior to such adjustment. Thereafter, other than with respect to an Event of Noncompliance described in Clause 7A(iii)(b) of this Part II (with respect to which there shall be no further adjustment to the Conversion Price pursuant to this sentence) until such time as no Event of Noncompliance exists, the Conversion Price shall be reduced at the end of each of the next four succeeding 90-day periods by an additional 10% of the Conversion Price in effect immediately prior to such adjustment.

(v) If any Event of Noncompliance exists, each holder of Series A Preferred Stock shall also have any other rights which such holder is entitled to under any contract or agreement at any time and any other rights which such holder may have pursuant to applicable law.

Section 8. Registration of Transfer.

The Corporation shall keep at its principal office a register for the registration of Series A Preferred Stock. Upon the surrender of any certificate representing Series A Preferred Stock at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such Series A Preferred Stock represented by the surrendered certificate.

Section 9. Replacement.

Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Series A Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided, that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

16

Section 10. Definitions.

For purposes of this Part II of Article FIFTH, the following terms shall have the following meanings:

“1999 Stock Incentive Plan” means the Corporation’s 1999 Stock Incentive Plan approved by the Corporation’s Board of Directors on July 22, 1999, and as amended and in effect from time to time.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by law or executive order to close.

“Change of Control” means (a) any sale, transfer or issuance or series of sales, transfers and/or issuances of Common Stock by the Corporation or any holders thereof which results in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act of 1934), other than the holders of Preferred Stock as of the date of issuance of such shares, beneficially owning (as such term is used in the Securities Exchange Act of 1934) more than 50% of the Common Stock outstanding at the time of such sale, transfer or issuance or series of sales, transfers and/or issuances, (b) any sale or transfer of all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis (measured either by book value in accordance with generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Corporation’s Board of Directors) in any transaction or series of transactions (other than sales in the ordinary course of business) and (c) any merger or consolidation to which the Corporation is a party, except for a merger in which the Corporation is the surviving corporation, the terms of the Preferred Stock are not changed and the Preferred Stock is not exchanged for cash, securities or other property, and after giving effect to such merger, the holders of the Corporation’s outstanding capital stock possessing a majority of the voting power (under ordinary circumstances) to elect a majority of the Corporation’s Board of Directors immediately prior to the merger shall continue to own the Corporation’s outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation’s Board of Directors.

“Common Stock” means, collectively, the Corporation’s Common Stock, $0.0001 par value per share, and any capital stock of any class of the Corporation hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

“Common Stock Deemed Outstanding” means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to Paragraphs 5C(i) and 5C(ii) of this Part II of this Article FIFTH whether or not the Options or Convertible Securities are actually exercisable at such time.

“Conversion Stock” means shares of the Corporation’s Common Stock, $.0001 par value per share issuable upon conversion of Series A Preferred Stock; provided, that if there is a change such that the securities issuable upon conversion of Series A Preferred Stock are

17

issued by an entity other than the Corporation or there is a change in the type or class of securities so issuable, then the term “Conversion Stock” shall mean one share of the security issuable upon conversion of Series A Preferred Stock if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.

“Convertible Securities” means any stock or securities directly or indirectly convertible into or exchangeable for Common Stock.

“Fair Market Value” of any security means the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq Stock Market System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the Nasdaq Stock Market System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of twenty-one (21) days consisting of the day as of which “Fair Market Value” is being determined and the twenty (20) consecutive Business Days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the Nasdaq Stock Market System or the over-the-counter market, the “Fair Market Value” shall be the fair value thereof determined jointly by the Corporation and the holders of a majority of the Series A Preferred Stock and holders of a majority of each class of Senior Securities. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by a nationally recognized independent appraiser experienced in valuing securities jointly selected by the Corporation and the holders of a majority of the Series A Preferred Stock and the holders of a majority of each class of Senior Securities. The determination of such appraiser shall be final and binding upon the parties, and the Corporation shall pay the fees and expenses of such appraiser.

“Junior Securities” means any capital stock or other equity securities of the Corporation, except for the Senior Securities.

“Liquidation Value” means the Series A Liquidation Value, the Series B Liquidation Value and liquidation value of any other Senior Security.

“Options” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

“Organic Change” has the meaning given that term in Section 5E of this Part II.

“Person” means an individual, a partnership, a corporation, a limited liability company, a limited liability partnership, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Preferred Stock” shall mean Series A Preferred Stock and the Senior Securities.

18

“Qualified Public Offering” means the sale, in a firmly underwritten public offering registered under the Securities Act and underwritten by a nationally recognized investment bank approved by vote of a majority of the Board of Directors and the holders of a majority of each class of Senior Securities then outstanding (or, if no Senior Securities are outstanding, a majority of the outstanding Series A Shares), of shares of Common Stock resulting in gross proceeds to the Corporation of at least $30 million.

“Redemption Date” means the Series A Redemption Date, the Series B Redemption Date as defined in Section 10 of Part III and redemption date of any other Senior Security.

“Senior Securities” means any capital stock or other equity securities of the Corporation, including the Series B Preferred Stock, which by their terms, rank as to dividends or distribution of assets on liquidation, dissolution or winding up of the Corporation, senior to the Series A Preferred Stock, and which securities are approved, if necessary, under Section 7.4 of the Series A Purchase Agreement.

“Series A Liquidation Value” of any Series A Share as of any particular date shall be equal to $0.3528, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series A Shares subsequent to the initial issuance of the Series A Preferred Stock (including the applicable Prior Splits).

“Series A Purchase Agreement” means the Series A Preferred Stock Purchase Agreement, dated as of March 31, 2000, by and among the Corporation and certain investors, as such agreement has been and may be amended from time to time in accordance with its terms.

“Series A Redemption Date” as to any share has the meaning given that term in Section 3 of this Part II; provided, that no such Series A Redemption Date specified herein shall be a Series A Redemption Date unless the Series A Liquidation Value along with all accrued and unpaid dividends thereon is actually paid in full on such date, and if not so paid in full, the Series A Redemption Date shall be the date on which such amount is fully paid.

“Series B Liquidation Value” of any Series B Share as of any particular date shall be equal to 200% of the Series B Purchase Price.

“Series B Preferred Stock” means the Series B Convertible Participating Preferred Stock, $.0001 par value.

“Series B Purchase Agreement” means the Series B Preferred Stock Purchase Agreement, dated as of November 20, 2001, by and among the Corporation and certain investors, as such agreement may from time to time be amended in accordance with its terms.

“Series B Purchase Price” means $.00182 per Series B Share, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series B Shares subsequent to the initial issuance of the Series B Preferred Stock (including the applicable Prior Splits).

19

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company, partnership, association or other business entity.

Section 11. Amendment and Waiver.

No amendment, modification or waiver shall be binding or effective with respect to any provision of Sections 1 to 12 of this Part II without the prior written consent of the holders of at least a majority of the Series A Preferred Stock, and the holders of at least a majority of the Series B Preferred Stock, each voting separately as a class, outstanding at the time such action is taken.

Section 12. Notices.

Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be (i) delivered in person, (ii) transmitted by telecopy, (iii) sent by registered or certified mail, postage prepaid with return receipt requested, or (iv) sent by reputable overnight courier service, fees prepaid, to (x) the Corporation, at its principal executive offices and (y) to any stockholder, at such stockholder’s address or telecopy as it appears in the records of the Corporation (unless otherwise indicated in writing by any such stockholder). Notices shall be deemed given upon personal delivery, upon receipt of return receipt in the case of delivery by mail, upon acknowledgment by the receiving telecopier or one day following deposit with an overnight courier service.

III. SERIES B PREFERRED STOCK

All capitalized terms used in this Part III and not otherwise defined in this Part III shall have the respective meanings ascribed thereto in Section 10 of this Part III.

Section 1. Series B Dividends.

1A. General Obligation. When and as declared by the Corporation’s Board of Directors and to the extent permitted under the Delaware Business Corporation Law, the Corporation shall pay preferential dividends to the holders of the Series B Convertible Participating Preferred Stock (the “Series B Preferred Stock”) as provided in this Section 1. Except as otherwise provided herein, dividends on each share of the Series B Preferred Stock (a “Series B Share”) shall accrue, whether or not declared or paid, on a daily basis and compounded

20

quarterly at the rate of eight percent (8%) per annum of the Series B Purchase Price thereof, from and including the date of issuance of such Series B Share to and including the first to occur of (i) the date on which the Series B Liquidation Value along with all accrued and unpaid dividends thereon is paid to the holder thereof in connection with either a Liquidation Event (as defined below) or the redemption of such Series B Share by the Corporation, (ii) the date on which such Series B Share is converted into shares of Conversion Stock hereunder or (iii) the date on which such Series B Share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative such that all accrued and unpaid dividends shall be fully paid before any dividends, distributions, redemptions or other payments may be made with respect to any Junior Securities and any Series A Preferred Stock. The date on which the Corporation initially issues any Series B Share shall he deemed to be its “date of issuance” regardless of the number of times transfer of such Series B Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Series B Share.

1B. Participating Dividends. In addition to the dividends referred to in Paragraph 1A of this Part III, if at any time during which any shares of Series B Preferred Stock remain outstanding, the Corporation declares, pays or sets apart for payment any dividends on the Common Stock, whether payable in cash, property or otherwise (a “Common Dividend”) other than dividends payable solely in shares in Common Stock, the Corporation shall also declare and pay to the holders of Series B Preferred Stock at the same time that it declares and pays such dividends to the holders of the Common Stock, the dividends which would have been declared and paid with respect to the Common Stock issuable upon conversion of the Series B Preferred Stock had all of the outstanding Series B Preferred Stock been converted immediately prior to the record date for such dividend, or if no record date is fixed, the date of which the record holders of Common Stock entitled to such dividends are to be determined.

Section 2. Liquidation.

2A. Payment of Preference. Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), (a “Liquidation Event”), the assets of the Corporation available for distribution shall be distributed in accordance with the provisions of Section 2B of Part III of this Article FIFTH below. If upon any such Liquidation Event the Corporation’s assets to be distributed among the holders of the Series B Preferred Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 2A, then the entire assets available to be distributed to the holders of the Corporation’s Series B Preferred Stock shall be distributed pro rata among the holders of the Series B Preferred Stock based upon the aggregate Series B Liquidation Value of all Series B Shares or the aggregate Series B Purchase Price of all Series B Shares, as the case may be, pursuant to Section 2B below, in each case along with all accrued and unpaid dividends thereon of the Series B Preferred Stock, held by each such holder. Not less than twenty (20) days prior to the payment date stated therein, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series B Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Series B Share, each Series A Share and each share of Common Stock in connection with such Liquidation Event.

21

2B. Payment and Participation. Upon any Liquidation Event, the assets of the Corporation available for distribution shall be distributed, subject to the rights of any holders of other Senior Securities which may be issued from time to time, in accordance with Paragraph 2B(i) or 2B(ii) below in the order and priority as listed below, whichever provides a greater return to both the holders of the Series B Preferred Stock and the Series A Preferred Stock (with all capitalized terms used in this Section 2B and not otherwise defined in this Fifth Amended and Restated Certificate of Incorporation having the respective meanings ascribed thereto in Paragraph 2B(iii) below):

(i) First, to the holders of the Series A Shares and the Series B Shares pro rata based on the First Series A Tranche and the First Series B Tranche until the holders of the Series A Preferred Stock have received, in the aggregate, an amount equal to $417.16 per Series A Share for each Series A Share held, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series A Shares subsequent to February 24, 2004 (the date of the filing of this Fifth Amended and Restated Certificate of Incorporation), and the holders of the Series B Preferred Stock have received, in the aggregate, an amount equal to $1.95 per Series B Share for each Series B Share held, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series B Shares subsequent to February 24, 2004 (the date of the filing of this Fifth Amended and Restated Certificate of Incorporation); and

Second, to the holders of the Series A Shares and the Series B Shares pro rata based on the aggregate Liquidation Value of the Series B Shares and the aggregate Series A Amount Upon Liquidation of the Series A Shares held by each such holder until the holders of the Series A Preferred Stock have received under this clause Second of Paragraph 2B(i) and clause First of Paragraph 2B(i) above, in the aggregate, for each Series A Share held, an amount equal to the Series A Amount Upon Liquidation, and the holders of the Series B Preferred Stock shall have received under this clause Second of Paragraph 2B(i) and clause First of Paragraph 2B(i) above, in the aggregate, for each Series B Share held, an amount equal to the Series B Liquidation Value;

Third, to the holders of the Series A Shares and the Series B Shares pro rata based on the aggregate Liquidation Value of the Series B Shares and the aggregate Series A Amount Upon Liquidation of the Series A Shares held by each such holder until the holders of the Series A Preferred Stock and the Series B Preferred Stock have received under clauses First, Second and Third of this Paragraph 2B(i), in the aggregate, an amount equal to the Total Series A Liquidation Amount and the Total Series B Liquidation Amount, as the case may be;

Fourth, to the holders of the Series A Shares pro rata based on the aggregate Liquidation Value of the Series A Shares until the holders of the Series A Preferred Stock have received under clauses First, Second, Third and Fourth of this Paragraph 2B(i), in the aggregate, an amount equal to the Series A Liquidation Value plus all accrued and unpaid dividends thereon for all Series A Shares held by them;

Fifth, to the holders of Series A Preferred Stock and Series B Preferred Stock, an amount equal to the sum of the aggregate Series A Purchase Price of all outstanding Series A Shares and the aggregate Series B Purchase Price of all outstanding Series B Shares,

22

pro rata based on the aggregate Series A Purchase Price of the Series A Shares and the aggregate Series B Purchase Price of the Series B Shares, as the case may be, held by such holders;

Sixth, to the holders of outstanding Common Stock, an aggregate amount equal to $13,500,000, pro rata based on the number of shares of Common Stock held by each such holder; and

Seventh, the remaining assets of the Corporation available for distribution shall be distributed ratably among the holders of Common Stock and the holders of the Series A Preferred Stock on an as converted basis.

(ii) First, to the holders of Series B Preferred Stock, an amount equal to the aggregate Series B Purchase Price of all Series B Shares held by them plus all accrued and unpaid dividends thereon pro rata based on the aggregate Series B Purchase Price of the Series B Shares held by each such holder;

Second, to the holders of Series A Preferred Stock, an amount equal to the aggregate Series A Liquidation Value of all Series A Shares held by them plus all accrued and unpaid dividends thereon pro rata based on the aggregate Series A Liquidation Value of the Series A Shares held by each such holder;

Third, to the holders of outstanding Common Stock, an aggregate amount equal to $13,500,000, pro rata based on the number of shares of Common Stock held by each such holder; and

Fourth, the remaining assets of the corporation available for distribution shall be distributed ratably among the holders of Common Stock and holders of the Preferred Stock on an as converted basis.

(iii) For purposes of this Section 2B of Part III, the following terms shall have the following meanings:

(a) “First Series A Tranche” means the product of (i) $417.16, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series A Shares subsequent to February 24, 2004 (the date of the filing of this Fifth Amended and Restated Certificate of Incorporation) and (ii) the number of shares of Series A Preferred Stock outstanding.

(b) “First Series B Tranche” means the product of $1.95, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series B Shares subsequent to February 24, 2004 (the date of the filing of this Fifth Amended and Restated Certificate of Incorporation) and (ii) the number of shares of Series B Preferred Stock outstanding.

(c) “Series A Amount Upon Liquidation” means the Series A Liquidation Value if the Liquidation Event occurs after March 31, 2004, or fifty

23

percent (50%) of the Series A Liquidation Value if the Liquidation Event occurs on or prior to March 31, 2004.

(d) “Total Series A Liquidation Amount” means the aggregate Series A Amount Upon Liquidation of all Series A Shares outstanding plus (A) all accrued and unpaid dividends thereon if the Liquidation Event occurs after March 31, 2004, or (B) fifty percent (50%) of the accrued and unpaid dividends thereon if the Liquidation Event occurs on or prior to March 31, 2004.

(e) “Total Series B Liquidation Amount” means the aggregate Series B Liquidation Value of all Series B Shares outstanding plus all accrued and unpaid dividends thereon.

(f) “Total Preferred Stock Liquidation Amount” means the sum of the Total Series A Liquidation Amount and the Total Series B Liquidation Amount.

2C. Change of Control. At the election of holders of at least 75% of the then outstanding shares of Series B Preferred Stock (whether or not such an election is made under Section 2C of Part II hereof), the occurrence of a Change of Control shall be deemed to be a Liquidation Event for purposes of this Section 2, and the holders of the Series B Preferred Stock shall be entitled to receive payment from the Corporation of the amounts payable with respect to the Series B Preferred Stock upon a Liquidation Event under this Section 2 in cancellation of their Series B Shares upon the consummation of any such transaction. In the event that the holders of the Series B Preferred Stock have not elected to receive such payment and such Change of Control constitutes an Organic Change, the provisions of Section 5E of this Part III shall be applicable to such Change in Control.

Section 3. Redemptions.

3A. Scheduled Redemptions. Subject to the provisions of this Section 3, on each of the dates specified below (each, a “Series B Redemption Date”), prior to the redemption of any shares of Series A Preferred Stock or any Junior Securities, if the Corporation shall have received Redemption Notices (as defined in Section 3C of this Part III below) from the holders of at least twenty-five percent (25%) of the outstanding Series B Shares, the Corporation shall on each of the dates specified below (each, a “Series B Redemption Date”) redeem, out of funds legally available therefor, the corresponding percentage specified below of the outstanding Series B Shares then held by any holder who provided a Redemption Notice at a price per Series B Share equal to the Series B Purchase Price along with any accrued and unpaid dividends thereon:

REDEMPTION DATE	SPECIFIED PERCENTAGE
March 31, 2004		50	%
December 31, 2005		100	%

In the event that as of any Series B Redemption Date the Corporation has not received Redemption Notices given in accordance with Section 3C of this Part III below from holders of

24

at least twenty-five percent (25%) of the outstanding Series B Shares, the Corporation shall have no obligation to redeem any Series B Shares as to which a Redemption Notice has been received and such Redemption Notices shall be null and void.

3B. Redemption Payments. For each Series B Share which is to be redeemed hereunder, the Corporation shall be obligated on the applicable Series B Redemption Date to pay to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such Series B Share), out of funds legally available therefor, an amount in cash in immediately available funds equal to the Series B Purchase Price along with all accrued and unpaid dividends thereon (the “Series B Redemption Price”). If the funds of the Corporation legally available for redemption of Series B Shares on any Series B Redemption Date are insufficient to redeem the total number of Series B Shares to be redeemed on such date, those funds which are legally available shall be used to redeem the maximum possible number of Series B Shares pro rata among the holders of the Series B Shares to be redeemed based upon the aggregate Series B Purchase Price (plus all accrued and unpaid dividends thereon) of such Series B Shares held by each such holder prior to the redemption of any Series A Shares or any Junior Securities. At any time thereafter when additional funds of the Corporation are legally available for the redemption of Series B Shares, such funds shall immediately be used to redeem the balance of the Series B Shares which the Corporation has become obligated to redeem on any Series B Redemption Date but which it has not redeemed.

3C. Notice of Redemption. Each holder of Series B Preferred Stock electing to exercise its redemption rights under Section 3A of Part III above shall give written notice (a “Redemption Notice”) of its election to exercise to the Corporation not more than one hundred (100) nor less than ten (10) days prior to the date on which such redemption is to be made. A holder of Series B Shares may specify in a Redemption Notice that it elects to exercise its redemption rights as to less than the total number of Series B Shares as to which such holder is entitled to elect to exercise redemption rights. In case fewer than the total number of Series B Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Series B Shares shall be issued to the holder thereof without cost to such holder within five (5) Business Days after surrender of the certificate representing the redeemed Series B Shares.

3D. Dividends After Redemption Date. No Series B Share shall be entitled to any dividends accruing after the date on which the Series B Purchase Price along with any accrued and unpaid dividends thereon is paid to the holder of such Series B Share or set aside for payment. On such date, all rights of the holder of such Series B Share shall cease, and such Series B Share shall no longer be deemed to be issued and outstanding.

3E. Redeemed or Otherwise Acquired Series B Shares. Any Series B Shares which are redeemed or otherwise acquired by the Corporation shall be canceled and retired to authorized but unissued shares of preferred stock and shall not be reissued or sold as shares of Series B Preferred Stock or transferred.

3F. Other Redemptions or Acquisitions. The Corporation shall not, nor shall it permit any Subsidiary to, redeem or otherwise acquire any Series B Shares, except pursuant to and in accordance with the terms hereof.

25

Section 4. Voting Rights.

4A. Election of Directors. In the election of directors of the Corporation, the holders of the Series B Preferred Stock, voting separately as a class to the exclusion of all other classes of the Corporation’s capital stock, shall be entitled to elect three (3) directors (the “Investor Directors”) to serve on the Corporation’s Board of Directors until their successors are duly elected by the holders of the Series B Preferred Stock or they are removed from office by the holders of the Series B Preferred Stock. If the holders of the Series B Preferred Stock for any reason fail to elect a director to fill any such directorship, the election of an individual to such directorship shall be accomplished in accordance with the Corporation’s Bylaws and applicable law; provided, that the holders of the Series B Preferred Stock may subsequently remove and replace such person.

4B. Other Voting Rights. The holders of the Series B Preferred Stock shall be entitled to notice of all stockholders meetings in accordance with the Corporation’s bylaws, and except as otherwise required by applicable law, the holders of the Series B Preferred Stock shall be entitled to vote on all matters submitted to the stockholders for a vote together with the holders of the Series A Preferred Stock and Common Stock voting together as a single class with each share of Common Stock entitled to one vote per share and each share of Preferred Stock entitled to one vote for each share of Common Stock issuable upon conversion of such share of Preferred Stock as of the record date for such vote or, if no record date is specified, as of the date of such vote; provided, that the holders of Series B Preferred Stock shall not be entitled to vote to elect any directors other than the Investor Directors which such holders are entitled to elect pursuant to Section 4A of this Part III.

4C. Additional Rights. In addition to any vote or consent of stockholders required by law or the Certificate of Incorporation of the Corporation, so long as at least ten percent (10%) of the shares of the Series B Preferred Stock originally issued pursuant to the Series B Purchase Agreement and upon conversion of the Corporation’s Bridge Notes issued pursuant to the Bridge Note Purchase Agreement remains outstanding (or the shares of Common Stock issuable upon conversion thereof), approval of the holders of at least a majority of the Series B Shares, voting as a single class, given in person or by party, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting, validating or permitting:

(i) any amendment, alteration or repeal of any of the provisions of the Certificate of Incorporation or the By-laws of the Corporation;

(ii) any authorization, issuance (other than in accordance with and pursuant to the Series B Purchase Agreement and upon conversion of Bridge Notes) or creation of, or increase in the authorized amount of, any shares of any class or series or any security of any class or series ranking senior to or in parity with or directly or indirectly convertible into any security ranking senior to or in parity with the shares of the Series B Preferred Stock;

(iii) any increase in the total number of authorized shares of Common Stock (including securities convertible into Common Stock or Preferred Stock) Preferred Stock or the designation or authorization of any future series of preferred stock;

26

(iv) any acquisition or transaction or series of related transactions by the Corporation or any subsidiary having a value greater than $500,000 (measured by the fair market value at the date of such transaction);

(v) any consolidation or merger involving the Corporation or any subsidiary of the Corporation or its subsidiaries (other than a consolidation or merger in which the Corporation is the surviving entity and the stockholders of the Corporation prior to the consolidation or merger continue to hold at least a majority of the voting power of the Corporation after the consolidation or merger), or any reclassification or recapitalization of any capital stock of the Corporation, any reorganization or restructuring of the Corporation, or any dissolution, liquidation, or winding up of the Corporation, or any sale of all or substantially all of the assets of the Corporation, or any agreement to become so obligated;

(vi) the incurrence of, or agreement to incur, any indebtedness in excess of $100,000;

(vii) enter into any transactions with any Affiliate other than transactions in the ordinary course of business and on terms as favorable as the Corporation or any subsidiary thereof shall have received with an independent third party;

(i) any declaration or payment of any dividends (other than dividends on Series B Shares) on or any declaration or making of any other distribution, directly or indirectly, through subsidiaries or otherwise, or the setting apart of any sum for any such purpose;

(viii) any redemption or repurchase of any class of equity securities (other than the Series B Preferred Stock as contemplated hereby);

(ix) any transaction or any act that would result in taxation of the holders of the Series B Preferred Stock under Section 305 of the Internal Revenue Code;

(x) increase the authorized number of directors constituting the Board of Directors above five (5) directors; and

(xi) any agreement to do any of the foregoing.

Section 5. Conversion.

5A. Conversion Procedure.

(i) Subject to the provisions of this Section 5, at any time and from time to time, any holder of Series B Preferred Stock may convert all or any portion of the Series B Preferred Stock (including any fraction of a Series B Share) held by such holder into a number of shares of Conversion Stock computed by dividing (A) the product of the number of Series B Shares to be converted multiplied by $.00182, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series B Shares subsequent to the initial issuance of the Series B Preferred Stock (including the applicable Prior Splits), by (B) the Series B Conversion Price then in effect.

27

(ii) Except as otherwise provided herein, each conversion of Series B Preferred Stock shall be deemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Series B Preferred Stock to be converted have been surrendered for conversion at the principal office of the Corporation. At the time any such conversion has been effected, the rights of the holder of the Series B Shares converted as a holder of Series B Preferred Stock shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Conversion Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby.

(iii) The conversion rights of any Series B Share actually redeemed hereunder shall terminate on the applicable Series B Redemption Date for such Series B Share.

(iv) Notwithstanding any other provision hereof, if a conversion of Series B Preferred Stock is to be made in connection with a Qualified Public Offering, Change of Control or other transaction affecting the Corporation, the conversion of any Series B Shares may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated.

(v) As soon as possible after a conversion has been effected (but in any event within three (3) Business Days after notice of such conversion has been delivered to the Corporation, provided that such conversion has been effected by such date, in the case of clause (a) below), the Corporation shall deliver to the converting holder:

(a) a certificate or certificates representing the number of shares of Conversion Stock issuable upon such conversion of such Series B Shares surrendered for conversion, including the dividends distributed thereon immediately prior to such conversion, in such name or names and such denomination or denominations as the converting holder has specified;

(b) subject to clause 5A(vi), payment in an amount equal to all accrued and unpaid dividends with respect to each Series B Share converted plus the amount payable under paragraph (x) below with respect to such conversion; and

(c) a certificate representing any Series B Shares which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.

(vi) If at the time of any conversion, an Event of Noncompliance described in Paragraph 7(a)(i) or 7(a)(iv) of this Part III hereof shall have occurred and be continuing, any portion of the accrued and unpaid dividends on the Series B Preferred Stock may, at the converting holder’s option, be converted into an additional number of shares of Conversion Stock determined by dividing the amount of the unpaid dividends to be applied for such purpose, by the Series B Conversion Price then in effect. If the converting holder so elects, if the Corporation is not permitted under applicable law to pay any portion of the accrued and

28

unpaid dividends on the Series B Preferred Stock being converted, the Corporation shall pay such amounts to the converting holder as soon thereafter as funds of the Corporation are legally available for such payment and at the request of any such converting holder and the Corporation shall provide such holder with written evidence of its obligation to such holder.

(vii) The issuance of certificates for shares of Conversion Stock upon conversion of the Series B Preferred Stock shall be made without charge to the holders of such Series B Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Conversion Stock, excluding any tax or other charge imposed in connection with any transfer in connection with the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series B Preferred Stock were registered. Upon conversion of each Series B Share, the Corporation shall take all such actions as are necessary in order to insure that the Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.

(viii) The Corporation shall not close its books against the transfer of Series B Preferred Stock or of Conversion Stock issued or issuable upon conversion of Series B Preferred Stock in any manner which interferes with the timely conversion of Series B Preferred Stock. The Corporation shall assist and cooperate with any holder of Series B Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Series B Shares hereunder (including, without limitation, making any filings required to be made by the Corporation).

(ix) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of Series B Preferred Stock, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Series B Preferred Stock. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may he listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action which would cause the number of authorized but unissued shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Series B Preferred Stock.

(x) If any fractional interest in a share of Conversion Stock would, except for the provisions of this paragraph, be delivered upon any conversion of Series B Preferred Stock, the Corporation, in lieu of delivering the fractional share therefor, shall pay an amount to the holder thereof equal to the Fair Market Value of such fractional interest as of the date of conversion.

(xi) If the shares of Conversion Stock issuable by reason of conversion of Series B Preferred Stock are convertible into or exchangeable for any other stock or securities

29

of the Corporation, the Corporation shall, at the converting holder’s option, upon surrender of the Series B Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Conversion Stock, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the stock or securities into which the shares of Conversion Stock issuable by reason of such conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.

5B. Series B Conversion Price.

(i) The initial Series B Conversion Price was $.00182. In order to prevent dilution of the conversion rights granted under this Section 5, the Series B Conversion Price shall be subject to adjustment from time to time pursuant to this Section 5B of this Part III (including with respect to the applicable Prior Splits). If and whenever on or after the initial issuance of the Series B Preferred Stock the Corporation issues or sells, or in accordance with Section 5C of this Part III is deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Series B Conversion Price in effect immediately prior to the time of such issue or sale, then immediately upon such issue or sale or deemed issue or sale, the Series B Conversion Price shall be reduced to the lowest net price per share at which any such share of Common Stock has been issued or sold.

(ii) Notwithstanding the foregoing, there shall be no adjustment in the Series B Conversion Price hereunder as a result of any issuance or sale of Common Stock (a) to employees, consultants, members of management or directors of the Corporation pursuant to and in accordance with the Corporation’s 1999 Stock Incentive Plan, (b) otherwise so long as aggregate Fair Market Value of such Common Stock does not exceed $1 million at any time after the original date of issuance and such issuance and sale has been approved by the Board of Directors, (c) to unaffiliated third parties in connection with any strategic alliances or mergers and acquisitions approved by a majority of the Investor Directors, (d) the issuance of shares of Common Stock upon exercise of the warrants to purchase shares of Common Stock of the Corporation issued in connection with the sale of the Bridge Notes pursuant to the Bridge Note Purchase Agreement.

5C. Effect on Series B Conversion Price of Certain Events. For purposes of determining the adjusted Series B Conversion Price under Section 5B of this. Part III, the following shall be applicable:

(i) Issuance of Rights or Options. If the Corporation in any manner grants or sells any Options and the price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Series B Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be

30

determined by dividing (A) the total amount, if any, received or receivable by the Corporation as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Series B Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(ii) Issuance of Convertible Securities. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon conversion or exchange thereof is less than the Series B Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (A) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Series B Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Series B Conversion Price had been or are to be made pursuant to other provisions of this Section 5, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

(iii) Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be immediately adjusted to the Series B Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of Section 5C of this Part Ill, if the terms of any Option or Convertible Security which was outstanding as of the date of issuance of the Series B Preferred Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided, that no such change shall at any time cause the Series B Conversion Price hereunder to be increased.

31

(iv) Treatment of Expired Options and Unexercised Convertible Securities. Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security without the exercise of any such Option or right, the Series B Conversion Price then in effect hereunder shall be adjusted immediately to the Series B Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued. For purposes of Section 5C of this Part III, the expiration or termination of any Option or Convertible Security which was outstanding as of the date of issuance of the Series B Preferred Stock shall not cause the Series B Conversion Price hereunder to be adjusted unless, and only to the extent that, a change in the terms of such Option or Convertible Security caused it to be deemed to have been issued after the date of issuance of the Series B Preferred Stock.

(v) Calculation of Consideration Received. If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor (net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration. except where such consideration consists of securities, in which case the amount of consideration received by the Corporation shall be the Fair Market Value thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Corporation and the holders of a majority of the outstanding Series B Preferred Stock. If such parties arc unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Corporation and the holders of a majority of the outstanding Series B Preferred Stock. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Corporation.

(vi) Integrated Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto, the Option shall be deemed to have been issued for a consideration of $.01.

(vii) Treasury Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation or any Subsidiary, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock.

(viii) Record Date. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (a) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (b) to subscribe for or

32

purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

5D. Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Series 13 Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Series B Conversion Price in effect immediately prior to such combination shall be proportionately increased.

5E. Reorganization, Reclassification, Consolidation, Merger or Sale. Subject to Section 2C of this Part III, prior to the consummation of any Organic Change, the Corporation shall make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Series B Preferred Stock then outstanding) to insure that each of the holders of Series B Preferred Stock shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Conversion Stock immediately theretofore acquirable and receivable upon the conversion of such holder’s Series B Preferred Stock, such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted its Series B Preferred Stock immediately prior to such Organic Change. Subject to Section 2C of this Part III, in each such case, the Corporation shall also make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Series B Preferred Stock then outstanding) to insure that the provisions of this Section 5 and Sections 1, 2 and 7 of this Part III shall thereafter be applicable to the Series B Preferred Stock (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Corporation, an immediate adjustment of the Series B Conversion Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Series B Conversion Stock acquirable and receivable upon conversion of Series B Preferred Stock, if the value so reflected is less than the Series B Conversion Price in effect immediately prior to such consolidation, merger or sale). In the event that such Organic Change is a Change of Control, unless the holders of 75% of the then outstanding shares of Series B Preferred Stock and 75% of the then outstanding shares of Series A Preferred Stock have elected to receive the amounts payable to such holders under Section 2C of this Part III and Section 2C of Part II, respectively, in exchange for each share of Series B Preferred Stock and Series A Preferred Stock, respectively, held by each such holder, the Corporation shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the holders of a majority of the Series B Preferred Stock then outstanding), the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

33

5F. Certain Events. If any event occurs of the type contemplated by the provisions of this Section 5 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Corporation’s Board of Directors shall make an appropriate adjustment in the Series B Conversion Price so as to protect the rights of the holders of Series B Preferred Stock; provided, that no such adjustment shall increase the Series B Conversion Price as otherwise determined pursuant to this Section 5 or decrease the number of shares of Conversion Stock issuable upon conversion of each Series B Share.

5G. Notices.

(i) Immediately upon any adjustment of the Series B Conversion Price, the Corporation shall give written notice thereof to all holders of Series B Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment.

(ii) The Corporation shall give written notice to all holders of Series B Preferred Stock at least twenty (20) days prior to the date on which the Corporation closes its books or takes a record (a) with respect to any dividend or distribution upon Common Stock, (b) with respect to any pro rata subscription offer to holders of Common Stock or (c) for determining rights to vote with respect to any Organic Change, dissolution or liquidation.

(iii) The Corporation shall also give written notice to the holders of Series B Preferred Stock at least twenty (20) days prior to the date on which any Organic Change shall take place.

5H. Mandatory Conversion. Upon the consummation of a Qualified Public Offering, all outstanding shares of Series B Preferred Stock shall automatically convert into Common Stock in accordance with the terms of this Section 51-1. Any mandatory conversion pursuant to this Section 511 shall only be effected at the time of and subject to the closing of the consummation of such Qualified Public Offering and upon written notice of such mandatory conversion delivered to all holders of Series B Preferred Stock at least thirty (30) days prior to such Qualified Public Offering.

Section 6. Purchase Rights. If at any time the Corporation grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then each holder of Series B Preferred Stock shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Conversion Stock acquirable upon conversion of such holder’s Series B Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

Section 7. Events of Noncompliance.

7A. Definition. An Event of Noncompliance shall have occurred if:

34

(i) the Corporation fails to make any redemption payment with respect to the Series A Preferred Stock or Series B Preferred Stock which it is required to make hereunder for five days from the date such payment is due, whether or not such payment is legally permissible or is prohibited by any agreement to which the Corporation is subject;

(ii) the Corporation breaches or otherwise fails to perform or observe the covenants set forth in Sections 7.1 (h), 7.2, 7.3 and 7.4 of the Series B Purchase Agreement and in Sections 7.1(h), 7.3 and 7.4 of the Series A Purchase Agreement and if such breach or failure is of a type that is curable, fails to cure such breach within twenty (20) days of written notice thereof;

(iii) within the applicable survival period for such representation or warranty as set forth in the Series B Purchase Agreement and Series A Purchase Agreement, (a) it is discovered that any representation or warranty contained in Article 4 of the Series B Purchase Agreement or Section 4.3 of the Series A Purchase Agreement, as the case may be, was false or misleading in any material respect on the date made or (b) it is discovered that any representation or warranty contained in Article 4 of the Series B Purchase Agreement or Section 4.5(b) of the Series A Purchase Agreement, as the case may be, was false or misleading in any material respect on the date made;

(iv) the Corporation or any material Subsidiary makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Corporation or any material Subsidiary bankrupt or insolvent; or any order for relief with respect to the Corporation or any material Subsidiary is entered under the Federal Bankruptcy Code; or the Corporation or any material Subsidiary petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Corporation or any material Subsidiary or of any substantial part of the assets of the Corporation or any material Subsidiary, or commences any proceeding (other than a proceeding for the voluntary liquidation and dissolution of a Subsidiary) relating to the Corporation or any material Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Corporation or any material Subsidiary and either (a) the Corporation or any such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein or (b) such petition, application or proceeding is not dismissed within sixty (60) days;

(v) a judgment is rendered against the Corporation or any Subsidiary, the uninsured portion of which is in excess of $500,000 and, within sixty (60) days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within sixty (60) days after the expiration of any such stay, such judgment is not discharged; or

(vi) the Corporation or any Subsidiary defaults in the performance of any obligation or agreement if the effect of such default is to cause an amount exceeding $500,000 to become due prior to its stated maturity or to permit the holder or holders of any obligation to cause an amount exceeding $500,000 to become due prior to its stated maturity.

7B. Consequences of Events of Noncompliance.

35

(i) If an Event of Noncompliance (other than an Event of Noncompliance described in Paragraph 7A(v) or 7A(vi) of this Part III) has occurred, the dividend rate on the Series B Preferred Stock shall increase immediately by an increment of 2.0 percentage point(s). Thereafter, until such time as no Event of Noncompliance exists, the dividend rate shall increase automatically at the end of each succeeding 90-day period by an additional increment of 2.0 percentage point(s) (but in no event shall the dividend rate exceed ten percent (10%) solely in the event of the occurrence of an Event of Noncompliance described in Clause 7A(iii)(b) of this Part III or twenty percent (20%) in the event of any other applicable Event of Noncompliance). Any increase of the dividend rate resulting from the operation of this paragraph shall terminate as of the close of business on the date on which no Event of Noncompliance exists, subject to subsequent increases pursuant to this paragraph.

(ii) If an Event of Noncompliance (other than an Event of Noncompliance described in Paragraph 7A(iv), 7A(v) or 7A(vi) of this Part III) has occurred, the holder or holders of a majority of the Series B Preferred Stock then outstanding and holder or holders of a majority of Series A Preferred Stock then outstanding, each voting separately as a class, may demand (by written notice delivered to the Corporation) immediate redemption of all or any portion of the Preferred Stock owned by such holder or holders at a price per share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon). The Corporation shall give prompt written notice of such election by the holders of the Series A and Series B Preferred Stock to the other holders of Preferred Stock (but in any event within five days after receipt of the initial demand for redemption), and each such other holder may demand immediate redemption of all or any portion of such holder’s Preferred Stock by giving written notice thereof to the Corporation within seven days after receipt of the Corporation’s notice. The Corporation shall redeem all Series B Preferred Stock as to which rights under this paragraph have been exercised within fifteen (15) days after receipt of the initial demand for redemption.

(iii) If an Event of Noncompliance of the type described in Paragraph 7A(iv) of this Part III has occurred, all of the Series B Preferred Stock then outstanding shall be subject to immediate redemption by the Corporation (without any action on the part of the holders of the Series B Preferred Stock) at a price per share equal to the Series B Liquidation Value thereof (plus all accrued and unpaid dividends thereon). The Corporation shall immediately redeem all Series B Preferred Stock upon the occurrence of such Event of Noncompliance.

(iv) If an Event of Noncompliance (other than an Event of Noncompliance described in Paragraph 7A(v) or 7A(vi) of this Part III) has occurred and continues for a period of thirty (30) days, the Conversion Price of the Series B Preferred Stock shall be reduced immediately by 10% of the Conversion Price in effect immediately prior to such adjustment. Thereafter, other than with respect to an Event of Noncompliance described in Clause 7A(iii)(b) of this Part III (with respect to which there shall be no further adjustment to the Conversion Price pursuant to this sentence) until such time as no Event of Noncompliance exists, the Conversion Price shall be reduced at the end of each of the next four succeeding 90-day periods by an additional 10% of the Conversion Price in effect immediately prior to such adjustment.

36

(v) If any Event of Noncompliance exists, each holder of Series B Preferred Stock shall also have any other rights which such holder is entitled to under any contract or agreement at any time and any other rights which such holder may have pursuant to applicable law.

Section 8. Registration of Transfer.

The Corporation shall keep at its principal office a register for the registration of Series B Preferred Stock. Upon the surrender of any certificate representing Series B Preferred Stock at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such Preferred Stock represented by the surrendered certificate.

Section 9. Replacement.

Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Series B Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided, that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series B Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

Section 10. Definitions.

For purposes of this Part III of Article FIFTH, the following terms shall have the following meanings:

“1999 Stock Incentive Plan” means the Corporation’s 1999 Stock Incentive Plan approved by the Corporation’s Board of Directors on July 22, 1999, and as amended and in effect from time to time.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by law or executive order to close.

“Bridge Notes” means the Corporation’s outstanding Senior Convertible Secured Notes issued pursuant to the Bridge Note Purchase Agreement.

37

“Bridge Note Purchase Agreement” means Amended and Restated Senior Convertible Secured Note and Warrant Purchase Agreement, dated as of June 13, 2001, by and between the Corporation and the parties named therein.

“Change of Control” means (a) any sale, transfer or issuance or series of sales, transfers and/or issuances of Common Stock by the Corporation or any holders thereof which results in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act of 1934), other than the holders of Preferred Stock as of the date of issuance of such shares, beneficially owning (as such term is used in the Securities Exchange Act of 1934) more than 50% of the Common Stock outstanding at the time of such sale, transfer or issuance or series of sales, transfers and/or issuances, (b) any sale or transfer of all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis (measured either by book value in accordance with generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Corporation’s Board of Directors) in any transaction or series of transactions (other than sales in the ordinary course of business) and (c) any merger or consolidation to which the Corporation is a party, except for a merger in which the Corporation is the surviving corporation, the terms of the Preferred Stock are not changed and the Preferred Stock is not exchanged for cash, securities or other property, and after giving effect to such merger, the holders of the Corporation’s outstanding capital stock possessing a majority of the voting power (under ordinary circumstances) to elect a majority of the Corporation’s Board of Directors immediately prior to the merger shall continue to own the Corporation’s outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation’s Board of Directors.

“Common Stock” means, collectively, the Corporation’s Common Stock, $0.0001 par value per share, and any capital stock of any class of the Corporation hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

“Common Stock Deemed Outstanding” means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to Paragraphs 5C(i) and 5C(ii) of this Part III of this Article FIFTH whether or not the Options or Convertible Securities are actually exercisable at such time.

“Conversion Stock” means shares of the Corporation’s Common Stock, $0.0001 par value per share issuable upon conversion of Series B Preferred Stock; provided, that if there is a change such that the securities issuable upon conversion of Series B Preferred Stock are issued by an entity other than the Corporation or there is a change in the type or class of securities so issuable, then the term “Conversion Stock” shall mean one share of the security issuable upon conversion of Series B Preferred Stock if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.

“Convertible Securities” means any stock or securities directly or indirectly convertible into or exchangeable for Common Stock.

38

“Fair Market Value” of any security means the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq Stock Market System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the Nasdaq Stock Market System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of twenty-one (21) days consisting of the day as of which “Fair Market Value” is being determined and the twenty (20) consecutive Business Days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the Nasdaq Stock Market System or the over-the-counter market, the “Fair Market Value” shall be the fair value thereof determined jointly by the Corporation and the holders of a majority of the Series B Preferred Stock and a majority of the Series A Preferred Stock. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by a nationally recognized independent appraiser experienced in valuing securities jointly selected by the Corporation and the holders of a majority of the Series B Preferred Stock and holders of a majority of the Series A Preferred Stock. The determination of such appraiser shall be final and binding upon the parties, and the Corporation shall pay the fees and expenses of such appraiser.

“Initial Issue Date” shall mean the date that shares of Series B Preferred Stock are first issued by the Corporation.

“Junior Securities” means any capital stock or other equity securities of the Corporation, except for the Senior Securities.

“Options” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

“Organic Change” has the meaning given that term in Section 5E of Part II herein.

“Person” means an individual, a partnership, a corporation, a limited liability company, a limited liability partnership, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Preferred Stock” shall mean Series A Preferred Stock and Series B Preferred Stock.

“Qualified Public Offering” means the sale, in a firmly underwritten public offering registered under the Securities Act and underwritten by a nationally recognized investment bank approved by vote of a majority of the Board of Directors and holders of a majority of the outstanding Series B Shares, of shares of Common Stock resulting in gross proceeds to the Corporation of at least $30 million.

“Senior Securities” means any capital stock or other equity securities of the Corporation, including the Series B Preferred Stock, which by their terms, rank as to dividends

39

or distribution of assets on liquidation, dissolution or winding up of the Corporation, senior to the Series A Preferred Stock, and which securities are approved, if necessary, under Section 7.4 of the Series A Purchase Agreement.

“Series A Liquidation Value” of any Series A Share as of any particular date shall be equal to $.3528, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series A Shares subsequent to the initial issuance of the Series A Preferred Stock (including the applicable Prior Splits).

“Series A Purchase Agreement” means the Series A Preferred Stock Purchase Agreement, dated as of March 31, 2000, by and among the Corporation and certain investors, as such agreement may from time to time be amended in accordance with its terms.

“Series A Redemption Date” as to any share has the meaning given that term in Section 3 of Part II herein; provided, that no such Series A Redemption Date specified herein shall be a Series A Redemption Date unless the Series A Liquidation Value along with all accrued and unpaid dividends thereon is actually paid in full on such date, and if not so paid in full, the Series A Redemption Date shall be the date on which such amount is fully paid.

“Series B Liquidation Value” of any Series B Share as of any particular date shall be equal to 200% of the Series B Purchase Price.

“Series B Purchase Agreement” means the Series B Preferred Stock Purchase Agreement, dated as of November 20, 2001, by and among the Corporation and certain investors, as such agreement may from time to time be amended in accordance with its terms.

“Series B Purchase Price” means $.00182 per Series B Share, adjusted for any combinations, consolidations or stock distributions, stock dividends or stock splits with respect to the Series B Shares subsequent to the initial issuance of the Series B Preferred Stock (including the applicable Prior Splits).

“Series B Redemption Date” as to any share has the meaning given that term in Section 3 this Part III; provided, that no such Series B Redemption Date specified herein shall be a Series B Redemption Date unless the Series B Purchase Price along with all accrued and unpaid dividends thereon is actually paid in full on such date, and if not so paid in full, the Series B Redemption Date shall be the date on which such amount is fully paid.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be

40

allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company, partnership, association or other business entity.

Section 11. Amendment and Waiver.

No amendment, modification or waiver shall be binding or effective with respect to any provision of Sections 1 to 12 of this Part III without the prior written consent of the holders of at least a majority of the Series B Preferred Stock outstanding at the time such action is taken.

Section 12. Notices.

Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be (i) delivered in person, (ii) transmitted by telecopy, (iii) sent by registered or certified mail, postage prepaid with return receipt requested, or (iv) sent by reputable overnight courier service, fees prepaid, to (x) the Corporation, at its principal executive offices and (y) to any stockholder, at such stockholder’s address or telecopy as it appears in the records of the Corporation (unless otherwise indicated in writing by any such stockholder). Notices shall be deemed given upon personal delivery, upon receipt of return receipt in the case of delivery by mail, upon acknowledgment by the receiving telecopier or one day following deposit with an overnight courier service.

SIXTH: The Corporation is to have perpetual existence.

SEVENTH: In furtherance and not in limitation of the objects, purposes and powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation.

EIGHTH: The Corporation shall indemnify any director or officer of the Corporation and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. No amendment to or repeal of this Article EIGHTH shall apply to or have any effect on the rights of any individual referred to in this

41

Article EIGHTH for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal.

NINTH: The directors of the Corporation shall incur no personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided, however, that the directors of the Corporation shall continue to be subject to liability (i) for any breach of their duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL or (iv) for any transaction from which the directors derived an improper benefit. If the GCL is amended after the date of incorporation of the corporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

TENTH: The Corporation reserves the right, subject to any limitations set forth herein, to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute.

ELEVENTH: Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

TWELFTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

42

IN WITNESS WHEREOF, the undersigned has caused this Fifth Amended and Restated Certificate of Incorporation to be signed by its Chairman of the Board this 24th day of February 2004.

By:	/s/    Marc Cummins
	Marc Cummins
	Chairman of the Board

Certificate of Merger

of

RP Acquisition Corporation, a Delaware corporation

into

RentPort, Inc., a Delaware corporation

* * * * *

Pursuant to Section 251(c) of the Delaware General Corporation Law

* * * * *

The undersigned, being the Surviving Corporation, hereby sets forth as follows:

FIRST: The names and state of incorporation of each of the constituent corporations to the merger are RP Acquisition Corporation., a Delaware corporation and RentPort, Inc., a Delaware corporation.

SECOND: An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each constituent corporation in accordance with Section 228 and Section 251 of the Delaware General Corporation Law.

THIRD: The name of the Surviving Corporation is RentPort, Inc.

FOURTH: The Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety in the form attached hereto as Exhibit A.

FIFTH: The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation. The address of said principal place of business is 5889 South Greenwood Plaza Boulevard, Suite 201, Englewood, CO 80111.

SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

* * *

IN WITNESS WHEREOF, this certificate is hereby executed this 24^th day of February, 2004.

RentPort, Inc.
By:	/s/    Michael Britti
Name:	Michael Britti
Title:	Chief Executive Officer

EXHIBIT A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

RENTPORT, INC.

FIRST: The name of the Corporation is RentPort, Inc.

SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD: The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which this corporation is authorized to issue is: 1,000 shares of stock at $.001 par value.

FIFTH : The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SIXTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

RENTPORT, INC.

The undersigned, Denise Norgle, Secretary of RENTPORT, INC., does hereby certify as follows:

FIRST: That the name of the Corporation is RENTPORT, INC.

SECOND: That the Amended and Restated Certificate of Incorporation was filed in the Office of the Secretary of State of Delaware on the 24th day of February, 2004.

THIRD: That the Amended and Restated Certificate of Incorporation of said Corporation has been amended as follows:

“FIRST: The name of the corporation is TransUnion Rental Screening Solutions, Inc.”

FOURTH: That such amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the Secretary hereinabove named, for the purpose of amending the Amended and Restated Certificate of Incorporation of the Corporation, pursuant to the General Corporation Law of the State of Delaware, does hereby certify the adoption of the amendment, declaring that the facts herein stated are true, and accordingly has hereunto signed this Certificate this 12th day of September, 2005.

	RENTPORT, INC.
By:	/s/    Denise Norgle
	Denise Norgle, Secretary

EX-3.14

Exhibit 3.14

RP ACQUISITION CORPORATION

BYLAWS

ARTICLE I

OFFICES

The Corporation shall maintain a registered office in the State of Delaware as required by law. The Corporation may also have offices at other places, within or without the State of Delaware, as the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 2.01. Place of Meetings. Meetings of the stockholders shall be held at such place, within or without the State of Delaware, as the Board of Directors designates.

Section 2.02. Annual Meeting. The annual meeting of the stockholders shall be held on such date and at such time as the Board of Directors designates. At each annual meeting the stockholders shall elect the members of the Board of Directors and transact such other business as is set forth in the written notice of the meeting or may be properly brought before the meeting.

Section 2.03. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by the General Corporation Law of Delaware or the Certificate of Incorporation, may be called by the Chief Executive Officer, President or Chairman of the Board of Directors and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors or of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted at the meeting. Such a request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be limited to the purpose or purposes set forth in the written notice of the meeting.

Section 2.04. Notice of Meetings; Adjournment. Written notice of each meeting of the stockholders, stating the place, date and time of the meeting, shall be given to each stockholder at least 10, but not more than 60, days before the meeting. Notice of any meeting shall state the purpose or purposes for which the meeting is called. When a meeting is adjourned to another place, date or time and the place, date and time of the adjourned meeting are announced at the meeting at which the adjournment is taken, written notice need not be given of the adjourned meeting unless the date thereof is more than 30 days after the date for which the meeting was originally noticed. At any adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally noticed.

Section 2.05. Quorum. The holders, present in person or represented by proxy, of a majority of the issued and outstanding shares of capital stock entitled to be voted at a meeting shall constitute a quorum for the transaction of business at the meeting. If less than a quorum is present, the holders of a majority of such shares whose holders are so present or

1

represented may from time to time adjourn the meeting to another place, date or hour until a quorum is present, whereupon the meeting may be held, as adjourned, without further notice except as required by law or by Section 2.04.

Section 2.06. Voting. When a quorum is present at a meeting of the stockholders, the vote of the holders of a majority of the shares of capital stock entitled to be voted whose holders are present in person or represented by proxy shall decide any question brought before the meeting, unless the question is one upon which, by express provision of law or of the Certificate of Incorporation, a different vote is required. Each stockholder shall at a meeting of the stockholders be entitled to one vote in person or by proxy for each share of capital stock entitled to be voted held by such stockholder. No proxy shall be valid after three years from its date unless the proxy specifically provides for a longer period. At a meeting of the stockholders, all questions relating to the qualifications of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting.

Section 2.07. Presiding Officer of Meetings. The Chairman of the Board of Directors, if any, or in the absence of the Chairman of the Board, the President, shall preside at all meetings of the stockholders. In the absence of the Chairman of the Board and the President, the presiding officer shall be elected by vote of the holders of a majority of the shares of capital stock entitled to be voted whose holders are present in person or represented by proxy at the meeting.

Section 2.08. Secretary of Meetings. The Secretary of the Corporation shall act as secretary of all meetings of the stockholders. In the absence of the Secretary, the presiding officer of the meeting shall appoint any other person to act as secretary of the meeting.

Section 2.09. Action in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of shares of capital stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which the holders of all shares entitled to be voted thereon were present and voted. Prompt notice of the taking of action without a meeting by less than unanimous consent shall be given to the stockholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01. Powers. The business of the Corporation shall be managed under the direction of the Board of Directors, which shall exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.02. Number; Election; Qualification; Term.

(a) The Board of Directors shall consist of no fewer than 1 director and shall initially consist of 4 directors. The authorized number of Directors shall be as determined

2

from time to time by amendment of this subsection. The term of office of a Director shall not be affected by any decrease in the authorized number of Directors.

(b) At the first annual meeting and at each subsequent annual meeting of the stockholders, except as otherwise provided in these Bylaws, the stockholders shall elect directors to serve until the next annual meeting or until their successors are elected and qualified.

(c) Unless by the terms of the action pursuant to which a director is elected any special condition or conditions must be fulfilled in order for him or her to be qualified, a person elected as a director shall be deemed to be qualified (1) upon his or her receipt of notice of election and his or her indication of acceptance thereof or (2) upon the expiration of ten days after notice of election is given to him or her without his or her having given notice of inability or unwillingness to serve.

(d) Each director shall hold office for a term that expires at the annual meeting of the stockholders next following his or her election, provided that if he or she is not re-elected and his or her successor is not elected and qualified at the meeting and there remains a vacancy in the Board of Directors, he or she shall continue to serve until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. A director may serve for any number of terms, consecutive or otherwise. Directors need not be stockholders of the Corporation.

Section 3.03. Vacancies. Whenever between annual meetings of the stockholders any vacancy exists in the Board of Directors by reason of death, resignation, removal or increase in the authorized number of directors or otherwise, it may be filled by majority vote of the remaining directors, even if such remaining directors be less than a quorum, or by the stockholders at a special meeting of the stockholders called for that purpose. A director so elected shall serve until the next annual meeting or until his or her successor is elected and qualified.

Section 3.04. Place of Meetings. Any meeting of the Board of Directors may be held either within or without the State of Delaware.

Section 3.05. Annual Meeting. There shall be an annual meeting of the Board of Directors for the election of officers and the transaction of such other business as may be brought before the meeting. The annual meeting of the Board shall be held immediately following the annual meeting of the stockholders or any adjournment thereof, at the place where the annual meeting of the stockholders was held or at such other time and place as a majority of the Directors determine. If a quorum is then present, no notice of the meeting shall be necessary. If the annual meeting is not so held, it shall be called and held in the manner provided herein for special meetings of the Board or conducted pursuant to Section 3.11.

Section 3.06. Regular Meetings. Regular meetings of the Board of Directors, other than the annual meeting, may be held without notice at such times and places as the Board may have fixed by resolution.

Section 3.07. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, the Chief Executive Officer or the

3

President, or upon the written request of a majority of directors then in office. Not less than one day’s notice of a special meeting shall be given by the Secretary to each director.

Section 3.08. Organization. The Chairman of the Board, if any, or in the absence of the Chairman of the Board, the President, shall preside over meetings of the Board of Directors. In the absence of the Chairman of the Board and the President, a presiding officer shall be chosen by a majority of the directors present. The Secretary of the Corporation shall act as secretary of the meeting. In his or her absence the presiding officer shall appoint another person to act as secretary of the meeting.

Section 3.09. Quorum. The presence of a majority of the number of Directors fixed by Section 3.02(a) shall be necessary to constitute a quorum for the transaction of business at a meeting of the Board of Directors. If less than a quorum is present, the directors present may from time to time, without notice other than announcement at the meeting, adjourn the meeting to another time or place until a quorum is present, whereupon the meeting may be held, as adjourned, without further notice.

Section 3.10. Vote. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Certificate of Incorporation or by these Bylaws.

Section 3.11. Action in Lieu of a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all of the members of the Board or committee, as the case may be, consent thereto in writing (including electronic transmission), and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

Section 3.12. Conference Call Meeting. Members of the Board of Directors or of any committee thereof may participate in a meeting of the Board or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.13. Removal of Director. Any Director shall be subject to removal with or without cause at any time by the holders of a majority of the shares of capital stock then entitled to be voted at an election of Directors.

4

ARTICLE IV

COMMITTEES

Section 4.01. Committees of the Board. The Board of Directors may, by resolution passed by a majority of the directors in office, establish one or more committees, each committee to consist of one or more of the directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member or members at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the power and authority of the Board of Directors for direction and supervision of the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it. No such committee, however, shall have power or authority in reference to amending the Certificate of Incorporation or the Bylaws, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, electing a director or electing or removing an officer; and unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 4.02. Procedures; Minutes of Meetings. Each committee shall determine its rules with respect to notice, quorum, voting and the taking of action, provided that such rules shall be consistent with law, the rules in these Bylaws applicable to the Board of Directors and the resolution of the Board of Directors establishing the committee. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ARTICLE V

OFFICERS

Section 5.01. General. The Board of Directors shall elect the officers of the Corporation, which shall include a President, a Chief Executive Officer, a Secretary and such other officers, including a Chairman of the Board, as in the Board’s opinion are desirable for the conduct of the business of the corporation. Any two or more offices may be held by the same person, except the offices of President, Chief Executive Officer and Secretary may not be held by the same person.

Section 5.02. Powers and Duties. Each of the officers of the Corporation shall, unless otherwise ordered by the Board of Directors, have such powers and duties as generally pertain to his or her respective office as well as such powers and duties as from time to time may be conferred upon him or her by the Board.

Section 5.03. Term of Office; Removal and Vacancy. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal and shall be subject to removal with or without cause at any time by action of the Board

5

of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 5.04. Chief Executive Officer. Subject to the control of the Board of Directors, the Chief Executive Officer shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation; and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time be assigned by the Board of Directors.

Section 5.05. Power to Vote Stock. Unless otherwise ordered by the Board of Directors, the Chief Executive Officer of the Corporation shall have full power and authority on behalf of the Corporation to attend and to vote at any meeting of stockholders or partners of any corporation or any partnership in which the Corporation may hold stock or partnership interests, as the case may be, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock or partnership interests at any such meeting, and shall have power and authority to execute and deliver proxies, waivers and consents on behalf of the Corporation in connection with the exercise by the Corporation of the rights and powers incident to the ownership of such stock or partnership interests. The Board of Directors may from time to time confer like powers upon any other person or persons.

Section 5.06. Chairman of the Board. If elected, the Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors; and he or she shall have such other powers and as duties designated in these Bylaws and as from time to time may be assigned by the Board of Directors.

Section 5.07. President. The President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness, and other obligations in the name of the Corporation; unless the Board of Directors otherwise determines, he or she shall, in the absence of the Chairman of the Board or if there be no Chairman of the Board, preside at all meetings of the stockholders and (should he or she be a director) of the Board of Directors; and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned by the Board of Directors.

Section 5.08. Vice Presidents. In the absence of the Chairman of the Board, if any, or President or Chief Executive Officer, or in the event of their inability or refusal to act, a Vice President designated by the Board of Directors shall perform the duties of the Chairman of the Board, if any, or the President or Chief Executive Officer, as the case may be, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board, if any, or President or Chief Executive Officer. In the absence of a designation by the Board of Directors of a Vice President to perform the duties of the Chairman of the Board if any, or President or Chief Executive Officer, the Vice President who is senior in terms of the time as a Vice President of the Corporation shall so act. The Vice Presidents shall perform such duties and have such powers as the Board of Directors may from time to time prescribe.

6

Section 5.09. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation which come into his or her hands. When necessary or proper, he or she may endorse, on behalf of the Corporation, for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors, and he or she may sign all receipts and vouchers for payments made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors. Whenever required by the Board of Directors, the Treasurer shall render a statement of his or her cash account. The Treasurer shall enter or cause to be entered regularly in the books of the Corporation to be kept by him or her for that purpose full and accurate accounts of all moneys received and paid out on account of the Corporation; shall perform all acts incident to the position of Treasurer subject to the control of the Board of Directors; and shall, if required by the Board of Directors, give such bond for the faithful discharge of his or her duties in such form as the Board of Directors may require.

Section 5.10. Assistant Treasurers. Each Assistant Treasurer shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as may be assigned to him or her by the Board of Directors.

Section 5.11. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose; shall attend to the giving and serving of all notices; may in the name of the Corporation attest to all contracts of the Corporation and affix the seal of the Corporation thereto; may agree upon and execute all contracts and other obligations in the name of the Corporation, as directed by the Board of Directors; shall have charge of the transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times by open to inspection of any director upon application at the office of the Corporation during business hours; and shall in general perform all duties incident to the office of Secretary, subject to the control of the Board of Directors.

Section 5.12. Assistant Secretary. Each Assistant Secretary shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as may be assigned to him or her by the Board of Directors or the Secretary.

7

ARTICLE VI

CAPITAL STOCK

Section 6.01. Transfer of Stock. Shares of stock of the Corporation shall be transferable on the books of the Corporation only by the holder of record thereof, in person or by duly authorized attorney, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, and with such proof of the authenticity of the signature and of authority to transfer, and of payment of transfer taxes, as the Corporation or its agents may require.

Section 6.02. Ownership of Stock. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof in fact and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice thereof, except as otherwise expressly provided by law.

ARTICLE VII

MISCELLANEOUS

Section 7.01. Corporate Seal. The seal of the Corporation shall be circular in form and shall contain the name of the Corporation and the words “Corporate Seal, Delaware.”

Section 7.02. Fiscal Year. The Board of Directors shall have power to fix, and from time to time to change, the fiscal year of the Corporation.

8

ARTICLE VIII

INDEMNIFICATION; TRANSACTIONS WITH INTERESTED PERSONS

Section 8.01.    Indemnification.

(a) Right to Indemnification and Advancement of Expenses. The Corporation shall, to the fullest extent required or permitted by applicable law —

(1) indemnify any person who is or was or is the personal representative of a deceased person who was, a director, officer, employee or agent of the Corporation (“Indemnified Parties”) against any liability asserted against him or her and incurred by him or her (a) by reason of the fact that he or she (or his or her testator or intestate) is serving or served in such capacity or at the request of the Corporation as a director, trustee, partner, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise, or as fiduciary of an employee benefit plan or (b) arising out of his or her (or his or her testator’s or intestate’s) service or status as such; and

(2) advance costs or expenses reasonably incurred by an Indemnified Party in defending against such liability upon the Corporation’s receipt from the Indemnified Party of an undertaking to repay amounts so advanced if it is ultimately determined that such Indemnified Party is not entitled to be indemnified as authorized in this Section 8.01;

provided that, unless applicable law otherwise requires, indemnification shall be contingent upon a determination, by majority vote of a quorum of the Board of Directors consisting of disinterested directors or, if such a quorum is not obtainable or a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that indemnification is proper in the circumstances because such Indemnified Party has met the applicable standard of conduct prescribed by Section 145 of the Delaware General Corporation Law.

(b) Non-exclusivity of Rights. The right to indemnification and advancement of expenses conferred in this Section 8.01 shall not be exclusive of any other right which any Indemnified Party may have or hereafter acquire under any statute, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

(c) Appearance as Witness or Otherwise. The Corporation shall pay or reimburse expenses actually or reasonably incurred by an Indemnified Party by reason of such Indemnified Party’s position as a witness or other participant in a proceeding in which such Indemnified Party has not been named a defendant or respondent.

(d) Repeals or Amendments. No repeal or amendment of this section shall adversely affect any right or protection of an Indemnified Party with respect to any act or omission occurring prior to such repeal or amendment. Prior written notice of any repeal or amendment of this section shall be required to be given to all of the Officers of the Corporation in order to become effective.

9

Section 8.02. Transactions With Interested Persons. No contract or transaction between the Corporation and any of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which any of its directors or officers is a director or officer or has a financial interest, shall be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof at which the contract or transaction is authorized or solely because his or her vote is counted for such purpose, if —

(a) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum;

(b) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by the vote of the stockholders; or

(c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof or the stockholders.

ARTICLE IX

NOTICES

Section 9.01. Notice. Whenever notice is required or permitted by these Bylaws to be given to any person, it may be either (a) oral and communicated in person, by telephone, or by radio, television or other form of voice communication, effective upon receipt by the person or (b) in writing communicated by being delivered by hand, by mail or by telegraph, teletype, facsimile or other form of record communication, effective upon receipt by the person or, if earlier, upon delivery at his or her address as registered in the records of the Corporation for purposes of notice-giving (“notice address”); provided that (1) notice of a meeting of the stockholders shall be in writing and (2) a written notice, if mailed first-class mail, postpaid and correctly addressed to a person at his or her notice address, shall be effective two days after its deposit by the sender in the United States mail.

Section 9.02. Waiver. Whenever any notice is required to be given under the provisions of law or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance at a meeting for which notice is required shall be deemed waiver of such notice unless such attendance is for the purpose of objecting, at the beginning of the meeting, to the transaction of business on the ground that the meeting is not lawfully called or convened.

10

ARTICLE X

AMENDMENT

These Bylaws may be amended or repealed, in any manner provided by the Delaware General Corporation Law, these Bylaws or by the Certificate of Incorporation.

*            *             *

11

EX-3.15

Exhibit 3.15

(LOGO)	Phone: (503) 986-2200     Fax: (503) 378-4381	Articles of Organization – Limited Liability Company
	Secretary of State Corporate Division 255 Capitol St. NE, Suite 151 Salem, OR 97310-1327

Registry Number:	370672-95
	For office use only

In accordance with Oregon Revised Statute 192.410-192.490, the information on this application is public record.

We must release this information to all parties upon request and it will be posted on our website.                   For office use only

Please Type or Print Legibly in Black Ink. Attach Additional Sheet if Necessary.

1)	NAME (Must contain the words “Limited Liability Company” or the abbreviations LLC or L.L.C.)
	TransUnion TeleData LLC
2)	DURATION (Please check one.) ¨ Latest date upon which the Limited Liability Company is to dissolve is	6)	NAME AND ADDRESS OF EACH ORGANIZER Karen M. McElligatt Two North LaSalle St., Suite 2200 Chicago, IL 60602
	þ  Duration shall be perpetual.
3)	NAME OF THE INITIAL REGISTERED AGENT
	Corporation Service Company
4)	ADDRESS WHERE THE DIVISION MAY MAIL NOTICES (Must be an Oregon Street Address, which is identical to the registered agent’s business office) 285 Liberty Street, NE Salem, OR 97301	7)	IF THIS LIMITED LIABILITY COMPANY IS NOT MEMBER MANAGED, Check One Box Below: ¨  This limited liability company is managed by a single manager. þ  This limited liability company is managed by multiple manager(s).
5)	ADDRESS WHERE THE DIVISION MAY MAIL NOTICES 555 West Adams Street Chicago, IL 60661 Attn: John A. Blenke, General Counsel	8)	IF RENDERING A PROFESSIONAL SERVICE OR SERVICES, DESCRIBE THE SERVICE(S) BEING RENDERED. N/A
		9)	OPTION PROVISIONS (Attach a separate sheet if necessary)

10)	EXECUTION (The title for each singer must be “Organizer”) Signature	Printed Name	Title
	/s/ Karen M. McElligatt	Karen M. McElligant	Organizer
			Organizer
			Organizer
11)	CONTACT NAME (To resolve questions with this filing) DAYTIME PHONE NUMBER (include area code)

151 (Rev. 9/05)

EX-3.16

Exhibit 3.16

Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 DOCKET NUMBER CONTROL NUMBER EFFECTIVE DATE REFERENCE PRINT DATE FORM NUMBER : 040050756 : K510114 : 01/05/2004 : 0093 : 01/05/2004 : 411

MORRIS MANNING & MARTIN

LEIGH ELS WILDE

3343 PEACHTREE RD.,NE#1600

ATLANTA GA 303261044

CERTIFICATE OF MERGER

I, Cathy Cox, the Secretary of State of the Georgia, do hereby issue this certificate pursuant to Title 14 of the Official Code of Georgia annotated certifying that articles or a certificate of merger and fees have been filed regarding the merger of the below entities, effective as of the date shown above. Attached is a true and correct copy of the said filing.

Surviving Entity:

    VISIONARY SYSTEMS, INC., A GEORGIA CORPORATION

Nonsurviving Entity/Entities:

    VSI ACQUISITION CORPORATION, A GEORGIA CORPORATION

    STATE OF GEORGIA                   SEAL /s/ Cathy Cox CATHY COX SECRETARY OF STATE

CERTIFICATE OF MERGER

OF

VSI ACQUISITION CORPORATION

AND

VISIONARY SYSTEMS, INC.

Pursuant to Section 14-2-1105(b) of the Georgia Business Corporation Code (“Georgia Law”), as amended from time to time, the undersigned surviving corporation submits the following Certificate of Merger for filing and certifies that:

1. The name and jurisdiction of organization of each corporation which is a party to the merger is as follows:

Name	Jurisdiction
VSI Acquisition Corporation	Georgia
Visionary Systems, Inc.	Georgia

2. Visionary Systems, Inc. will continue its existence as the surviving corporation under its present name pursuant to the provisions of Georgia Law (the “Surviving Corporation”).

3. The Restated Articles of Incorporation, as amended, of the Surviving Corporation, as the same are further amended and restated in the form of the Second Amended and Restated Articles of Incorporation attached hereto as Exhibit A, shall be the Second Amended and Restated Articles of Incorporation of the Surviving Corporation.

4. The Agreement and Plan of Merger is on file at the place of business of the surviving corporation, which is located at 555 West Adams Street, Chicago, Illinois, 60661.

5. A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any shareholder of any corporation which is a party to the merger.

6. The Agreement and Plan of Merger has been duly approved by the shareholders of each corporation which is a party to the merger.

7. The Surviving Corporation undertakes that a request for publication of a notice of filing of this Certificate of Merger and payment therefor will be made as required under the Georgia Law.

IN WITNESS WHEREOF, this Certificate of Merger has been duly executed by the Secretary of the Surviving Corporation on the 5^th day of January, 2004.

VISIONARY SYSTEMS, INC., a Georgia corporation
By:	/s/ Tom Mall
	Name:		Tom Mall
	Title:	Secretary

EXHIBIT A

SECOND AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

VISIONARY SYSTEMS, INC.

Visionary Systems, Inc., a corporation organized and existing under the laws of the State of Georgia hereby certifies as follows:

1. The name of the corporation is Visionary Systems, Inc. (the “Corporation”).

2. This Second Amended and Restated Articles of Incorporation amends, restates and integrates the provisions of the Restated Articles of Incorporation of the Corporation, as amended.

3. The text of the Second Amended and Restated Articles of Incorporation of the Corporation in its entirety is as follows:

ARTICLE I

The name of the corporation is Visionary Systems, Inc. (the “Corporation).

ARTICLE II

The total number of shares of stock which the Corporation is authorized to issue is one thousand (1,000) designated as common stock, $0.001 par value per share.

ARTICLE III

The street address of the initial registered office of the Corporation is 4845 Jimmy Carter Boulevard, Norcross, Georgia 30093, Gwinnett County, and the name of the initial registered agent at that office is Corporation Service Company.

ARTICLE IV

The mailing address of the initial principal office of the Corporation is 555 West Adams Street, Chicago, Illinois 60661.

ARTICLE V

The Corporation shall have perpetual existence.

ARTICLE VI

The Corporation shall indemnify all directors and officers of the Corporation, and advance expenses reasonably incurred by such directors and officers in defending any civil, criminal, administrative or investigative action, suit or proceeding, in accordance with and to the fullest extent permitted by Georgia Law.

ARTICLE VII

The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Georgia Law.

EX-3.17

Exhibit 3.17

BYLAWS

OF

VISIONARY SYSTEMS, INC.

Dated: July 24, 2002

TABLE OF CONTENTS

		Page
ARTICLE I. Offices			1
Section 1.	Registered Office		1
Section 2.	Other Offices		1
ARTICLE II. Meetings of Shareholders			1
Section 1.	Place of Meeting		1
Section 2.	Annual Meetings		1
Section 3.	Special Meetings		1
Section 4.	Notice of Meetings		1
Section 5.	Waiver of Notice		2
Section 6.	Voting Group		2
Section 7.	Quorum		2
Section 8.	Voting		3
Section 9.	Action of Shareholders Without a Meeting		3
Section 10.	Removal of Directors		3
Section 11.	Record Date		4
ARTICLE III. Board of Directors			4
Section 1.	General Powers		4
Section 2.	Number and Election		4
Section 3.	Term of Office		4
Section 4.	Vacancy		5
Section 5.	Meetings of the Board of Directors		5
Section 6.	Notice of Meetings		5
Section 7.	Waiver of Notice		5
Section 8.	Place of Meetings		6
Section 9.	Participation by Communication		6
Section 10.	Quorum		6
Section 11.	Voting		6
Section 12.	Action Without a Meeting		6
Section 13.	Compensation of Directors		6
Section 14.	Specific Powers of Directors		6
ARTICLE IV. Committees			7
Section 1.	Appointing Committees		7
Section 2.	Powers of Committees		7
Section 3.	Committee Meetings, Quorum and Voting		7
Section 4.	Removal from Committees		8
Section 5.	Executive Committee		8
Section 6.	Compensation Committee		9
Section 7.	Audit Committee		9

i

ARTICLE V. Officers		10
Section 1.	Number	10
Section 2.	Election and Term	10
Section 3.	Salaries	11
Section 4.	Chairman of the Board	11
Section 5.	President.	11
Section 6.	Vice President	12
Section 7.	Secretary	12
Section 8.	Treasurer.	12
Section 9.	Duties of Officers May Be Delegated	13
ARTICLE VI. Contracts, Checks, Drafts, Bank Accounts and Documents		13
Section 1.	Execution of Contracts and Documents	13
Section 2.	Loans	13
Section 3.	Checks and Drafts	14
Section 4.	Deposits	14
Section 5.	Proxies	14
Section 6.	Conflicting Interest Transactions of Directors or Officers	14
ARTICLE VII. Share Certificates		14
Section 1.	Authorization and Issuance of Shares	14
Section 2.	Share Certificates	14
Section 3.	Record of Shareholders	15
Section 4.	Lost Certificates	16
Section 5.	Transfers of Stock	16
Section 6.	Registered Shareholders	16
Section 7.	Fractional Shares or Scrip	16
ARTICLE VIII. Indemnification		17
Section 1.	Definitions	17
Section 2.	Authority to Indemnify.	18
Section 3.	Advance for Expenses.	18
Section 4.	Court-Ordered Indemnification and Advances for Expenses.	20
Section 5.	Determination and Authorization of Indemnification.	20
Section 6.	Shareholder Approved Indemnification.	21
Section 7.	Indemnification of Officers, Employees and Agents.	22
Section 8.	Notice	23
Section 9.	Security	23
Section 10.	Amendment	23
Section 11.	Insurance	23
Section 12.	Not Exclusive of Other Rights	23
Section 13.	Severability	24
ARTICLE IX. Emergency Powers		24

ii

Section 1.	Power to Adopt	24
Section 2.	Lines of Succession of Officers or Agents	24
Section 3.	Change of Office	24
Section 4.	Effect of Bylaws	24
Section 5.	Notices	24
Section 6.	Quorum	24
Section 7.	Liability	24
ARTICLE X. General Provisions		25
Section 1.	Fiscal Year	25
Section 2.	Corporate Seal	25
Section 3.	Annual Statements	25
Section 4.	Inspection of Books and Records	25
Section 5.	Conflict with Articles of Incorporation	26
Section 6.	Dividends	26
Section 7.	Adoption of Amendments to Incentive Stock Option Plans	26
ARTICLE XI. Amendments		26

iii

BYLAWS OF

VISIONARY SYSTEMS, INC.

ARTICLE I.

Offices

Section 1. Registered Office. The registered office shall be in the State of Georgia, County of Fulton. The Board of Directors from time to time may change the address of the registered office, which may be, but need not be, the principal office of the Corporation.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Georgia as the Board of Directors may from time to time determine and the business of the Corporation may require or make desirable.

ARTICLE II.

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the Shareholders may be held either within or without the State of Georgia, but in the absence of notice to the contrary Shareholders’ meetings shall be held at the principal office of the Corporation.

Section 2. Annual Meetings. The Annual Meeting of the Shareholders shall be held annually within six (6) months after the end of each fiscal year of the Corporation. Failure to hold the Annual Meeting as aforesaid shall not work a forfeiture or dissolution of the Corporation nor shall such failure affect otherwise valid corporate acts.

Section 3. Special Meetings. Special Meetings of the Shareholders shall be called by the President, Chairman of the Board or Secretary and by the President or Secretary when so directed by the Board of Directors, or (b) upon the written request of the holders of at least twenty-five percent (25%), or such greater or lesser percentage as may be provided in the Articles of Incorporation, of all the votes entitled to be cast on any issue proposed to be considered at the proposed Special Meeting; provided, however, such written request shall be signed and dated by such holders and delivered to the Corporation and, further provided, such written request shall set forth the purpose or purposes for which such meeting is to be held, or (c) if the Corporation has 100 or fewer shareholders of record, upon written request of the holders of at least twenty-five percent (25%), or such lesser percentage as may be provided in the Articles of Incorporation, of all the votes entitled to be cast on any issue to be considered at the proposed Special Meeting; provided, however, such written request shall be signed and dated by such holders and delivered to the Corporation and, further provided, such written request shall set forth the purpose or purposes for which such meeting is to be held. Business transacted at such Special Meetings shall be restricted to the purpose or purposes stated in the notice.

Section 4. Notice of Meetings. The Corporation shall give notice stating the date, time and place of each Shareholders’ Meeting, whether special or annual, not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall be in writing unless oral notice is reasonable under the circumstances and may be communicated in person, by telephone, telegraph, teletype, or other form of wire or wireless communication, or by mail or private carrier, to each Shareholder of record entitled to vote at such meeting, at such address as last appears on the books of the Corporation. In the case of a Special Meeting, the notice of the meeting must include a description of purpose or purposes for which the meeting is called. Notice of any adjourned meeting need not be given otherwise than by announcement at the meeting, at which the adjournment is taken; provided however, if a new record date for the adjourned meeting is or must be fixed pursuant to Section 11 of Article II of these Bylaws, notice of the adjourned meeting shall be given to persons who are Shareholders as of the new record date. For the purpose of these Bylaws, when notice is delivered by mail, notice of a meeting is deemed to be given upon deposit of the written notice in the United States mail, properly addressed with adequate prepaid postage thereon.

Section 5. Waiver of Notice. Any Shareholder may waive notice of any meeting, whether special or annual, either before, at or after the meeting, and a Shareholder’s attendance at a meeting, either in person or by proxy, shall of itself constitute a waiver of notice and waiver of any and all objections to the date, time, place, manner of calling, or consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, except when the Shareholder attends the meeting solely for the purpose of stating such objection. However, any waiver of the notice of a meeting of Shareholders required with respect to an amendment of the Articles of Incorporation, a plan of merger or share exchange, a sale of assets, or any other action which would entitle the Shareholder to dissent pursuant to O.C.G.A. § 14-2¬1302 and obtain payment for his shares shall not be effective except upon compliance with the provisions of O.C.G.A. § 14-2-706(c).

Section 6. Voting Group. A Voting Group means all shares of one or more classes or series that under the Articles of Incorporation or the Georgia Business Corporation Code (“Code”) are entitled to vote and be counted together collectively on a matter at a meeting of the Shareholders. All shares entitled by the Articles of Incorporation or the Code to vote generally on the matter are for that purpose a single Voting Group. If the Articles of Incorporation or the Code provide for voting by a single Voting Group on a matter, action on that matter is taken when voted upon by that Voting Group as provided in Section 7. If the Articles of Incorporation or the Code provide for voting by two or more Voting Groups on a matter, action on that matter is taken only when voted upon by each of those Voting Groups counted separately as provided in Section 7. Action may be taken by one Voting Group on a matter even though no action is taken by another Voting Group entitled to vote on the matter.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereon, represented in person or by proxy, shall constitute a quorum at a meeting of the Shareholders and shall be requisite for the transaction of business except as otherwise provided by law or these Bylaws. If, however, such quorum shall not be represented in person or by proxy at any meeting of the Shareholders, a majority of such shares as are represented in person or by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, as required by law, until a quorum shall be represented in person or by proxy. At such reconvened meeting at which a quorum shall be represented, any business may be transacted which might have been transacted at the meeting as originally convened.

2

Shares entitled to vote as a separate Voting Group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the Articles of Incorporation provide otherwise, a majority of the votes entitled to be cast on the matter by the Voting Group constitutes a quorum of that Voting Group for action on that matter. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. If a quorum exists, action on a matter (other than the election of Directors) by a Voting Group is approved if the votes cast within the Voting Group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, these Bylaws or the Code requires a greater number of affirmative votes.

Section 8. Voting. When a quorum is represented at any meeting, the vote of the holders of a majority of the shares outstanding and entitled to vote, present in person or represented by proxy, shall determine any matter brought before the meeting, except that if the question is one upon which, by express provision of the statute or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Except as otherwise provided for in the Articles of Incorporation, each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a Shareholders’ Meeting. At any meeting of the Shareholders, each Shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed to by the Shareholder and bearing a date not more than eleven (11) months prior to such meeting, unless such instrument provides for a longer period.

Section 9. Action of Shareholders Without a Meeting. Any action required to be taken at a meeting of the Shareholders, or any action which may be taken at a meeting of the Shareholders, may be taken without a meeting if written consent and approval, setting forth the date of signature and the action authorized, shall be signed and dated by all Shareholders entitled to vote on such action or, if so provided in the Articles of Incorporation, any persons who would be entitled to vote at a meeting those shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote were present and voted, provided that action by less than unanimous written consent may not be taken with respect to any election of Directors as to which Shareholders would be entitled to cumulative voting. Such approval and consent so filed shall have the same effect as a unanimous vote of the Shareholders at a Special Meeting called for considering the action authorized. However, no such majority written consent shall be effective except upon compliance with the provisions of O.C.G.A. § 14-2-704(b).

Section 10. Removal of Directors. At any meeting of Shareholders with respect to which notice of such purpose has been given, one or more Directors may be removed, with or without cause, by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of Directors; provided, however, if cumulative voting is required for the election of Directors, then a Director may only be removed if the votes cast against his removal would be sufficient to elect him when cumulatively voted at an election of the entire Board of Directors. If a Director is elected by a Voting Group of Shareholders, only the Shareholders of that Voting Group may participate in the vote to remove the Director. If the Directors have staggered terms,

3

Directors may be removed only for cause unless the Articles of Incorporation provide otherwise. A removed Director’s successor may be elected at the same meeting to serve the unexpired term.

Section 11. Record Date. For the purpose of determining Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or in order to make a determination of Shareholders for any other proper purpose, the Board of Directors of the Corporation may fix in advance a date as the record date not more than seventy (70) days before the meeting or action requiring a determination of Shareholders. When a determination of Shareholders entitled to notice of or to vote at any meeting of Shareholders has been made as provided in this Section 11, such determination shall apply to any adjournment and reconvened meeting thereof, unless the Board of Directors sets a new record date under this section for the reconvened meeting. If the adjournment is for a date more than 120 days after the date fixed for the original meeting, a new record date must be fixed.

ARTICLE III.

Board of Directors

Section 1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. In addition to the powers and authority expressly conferred upon it by these Bylaws, the Board of Directors shall exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, by any legal agreement among Shareholders, by the Articles of Incorporation, or by these Bylaws directed or required to be exercised or done by the Shareholders.

Section 2. Number and Election. The Board of Directors of the Corporation shall consist of not less than one (1) or more than nine (9) individuals. The precise number of Directors shall be fixed by resolution of either the Shareholders or the Board of Directors from time to time. The Directors shall be elected at the Annual Meeting of the Shareholders by a plurality of the votes cast by the shares represented in person or by proxy, except that succeeding Directors may be elected at a Special Meeting of the Shareholders and as provided in Section 10 of Article II Directors need not be Shareholders.

Section 3. Term of Office. Each Director (whether elected at an Annual Meeting of Shareholders or otherwise) shall hold office until the Annual Meeting of Shareholders held next after his election, and thereafter until his successor shall have been duly elected and qualified or until his earlier death, resignation, removal, retirement or disqualification. The terms of all Directors shall expire at the next Annual Meeting of Shareholders following their election.

Despite the expiration of a Director’s term, the Director shall continue to serve until a successor is elected and qualifies, or until there is a decrease in the number of Directors.

4

Section 4. Vacancy. Any vacancy occurring in the Board of Directors by death, resignation, retirement, disqualification, increase in the number of Directors or otherwise may be filled by the first to take action of (a) the Shareholders, or (b) the Board of Directors, and if the Directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. If a vacancy occurs as provided for in Section 10 of Article II, such vacancy may be filled as provided for in such section. If the vacant office was held by a Director elected by a Voting Group of Shareholders, only the holders of shares of that Voting Group or the remaining Directors elected by that Voting Group are entitled to fill the vacancy.

Section 5. Meetings of the Board of Directors. The first meeting of each newly elected Board of Directors shall follow immediately after the Annual Meeting of the Shareholders and be held at the same place as the Annual Meeting of the Shareholders, or may be held at such time and place as shall be fixed by the consent in writing of all the Directors. No notice of such meeting to the newly elected Directors shall be necessary in order legally to constitute a meeting of the Board of Directors, provided a quorum shall be present. Special Meetings of the Board of Directors may be called by the Chairman of the Board or the President and may be held at any reasonable place and time and for any purpose. Special Meetings shall also be called upon request in writing of two (2) Directors of the Corporation and may be held at any time on written waiver of notice or by the consent of all the Directors.

Section 6. Notice of Meetings. Unless the Articles of Incorporation provide otherwise, regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting. Unless the Articles of Incorporation provide otherwise, every Special Meeting shall be preceded by at least two (2) days’ notice of the date, time and place of the meeting. Such notice shall be in writing unless oral notice is reasonable under the circumstances, and may be communicated in person, by telephone, telegraph, teletype, telecopy, or other forms of wire or wireless communication, or by mail or private carrier. Such notice need not specify the purpose of the Special Meeting of the Board unless required by the Articles of Incorporation. For the purpose of these Bylaws, when notice is delivered by mail, notice of a meeting is deemed to be given two (2) days after deposit of the written notice in the United States mail, properly addressed with adequate prepaid postage thereon.

Section 7. Waiver of Notice. A Director may waive notice of any meeting either before, at or after the meeting stated in the notice. Except as specified herein, the waiver must be in writing, signed by the Director entitled to notice, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A Director’s attendance at or participation in a meeting waives any required notice to the Director of the meeting unless the Director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

5

Section 8. Place of Meetings. The Directors may hold their meetings at the principal office of the Corporation or at such other place or places, either in the State of Georgia or elsewhere, as they may from time to time determine.

Section 9. Participation by Communication. Unless the Articles of Incorporation provide otherwise, the Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 10. Quorum. Unless a greater number is required by the Articles of Incorporation or the Code, a majority of the Directors in office immediately before the meeting begins shall constitute a quorum of the Board of Directors. If a quorum shall not be present at any meeting of the Directors, the Directors present thereat may adjourn the meeting from time to time until such time as a quorum shall be present. Notice of any adjourned meeting need only be given by announcement at the meeting at which the adjournment is taken. At such reconvened meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally convened.

Section 11. Voting. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present is the act of the Board of Directors unless the Articles of Incorporation or the Code requires the vote of a greater number of Directors.

Section 12. Action Without a Meeting. Unless the Articles of Incorporation provide otherwise, action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board of Directors. The action must be evidenced by one or more written consents describing the action taken, signed by each Director, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.

Section 13. Compensation of Directors. Unless the Articles of Incorporation provide otherwise, the Board of Directors may fix the compensation of Directors.

Section 14. Specific Powers of Directors. The Board of Directors shall also have power:

(a) to purchase or otherwise acquire property, rights, or privileges for the Corporation, which the Corporation has power to make, at such prices and on such terms as the Board of Directors may deem proper;

(b) to pay for such property, rights or privileges in whole or in part with money, stocks, bonds, debentures or other securities of the Corporation, or by the delivery of other property of the Corporation;

6

(c) to create, make and issue mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, secured by mortgages or otherwise, and to do every act and thing necessary to effectuate the same;

(d) to elect the corporate officers and fix their salaries, to appoint employees and trustees, and to dismiss them at its discretion, to fix their duties and emoluments, and to change them from time to time, and to require security as it may deem proper;

(e) to confer on any officer of the Corporation the power of selecting, discharging or suspending such employees; and

(f) to determine by whom and in what manner the Corporation’s bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, or other documents shall be signed.

ARTICLE IV.

Committees

Section 1. Appointing Committees. Unless the Articles of Incorporation provide otherwise, the Board of Directors may create one (1) or more committees and appoint members of the Board of Directors to serve on them. Each committee may have one (1) or more members, who serve at the pleasure of the Board of Directors.

Section 2. Powers of Committees. To the extent specified by the Board of Directors or in the Articles of Incorporation, each committee may exercise the authority granted to the Board of Directors, except that a committee may not:

(a) approve or propose to Shareholders an action that the Code requires to be approved by Shareholders;

(b) fill vacancies on the Board of Directors or on any of its committees;

(c) amend the Articles of Incorporation pursuant to O.C.G.A. § 14-2-1002;

(d) adopt, amend, or repeal Bylaws; or

(e) approve a plan of merger not requiring Shareholder approval.

Section 3. Committee Meetings, Quorum and Voting. Sections 6, 7, 8, 9, 10, 11 and 12 of Article III of these Bylaws which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors, apply to committees and their members.

7

Section 4. Removal from Committees. The Board of Directors shall have power at any given time to remove any member of any committee, with or without cause, and to fill vacancies in and to dissolve any such committee.

Section 5. Executive Committee. The Board of Directors may, from time to time by majority vote of the Directors, elect one (1) or more Directors as an Executive Committee to serve until its authority is revoked or its membership is changed by a majority vote of the Directors. During the intervals between the meetings of the Board of Directors, the Executive Committee may exercise all of the powers of the Board of Directors in the management of the business affairs of the Corporation, including all powers herein or in the Articles of Incorporation specifically granted to the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that the Executive Committee shall not have the power to amend or repeal any resolution of the Board of Directors that by its terms shall not be subject to amendment or repeal by the Executive Committee, and the Executive Committee shall not have the authority of the Board of Directors in reference to:

(a) Amending the Articles of Incorporation or Bylaws of the Corporation;

(b) Adopting a plan of merger or consolidation;

(c) Accomplishing the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Corporation; or

(d) Adopting a voluntary dissolution of the Corporation or a revocation of any such voluntary dissolution.

8

Section 6. Compensation Committee. The Board of Directors may, from time to time by a majority vote of the Directors, elect one or more Directors as a Compensation Committee to serve until its authority is revoked or its membership is changed by a majority vote of the Directors. The Compensation Committee shall have the power and authority to formulate, review and recommend to the full Board of Directors compensation proposals with respect to the following matters, provided the Compensation Committee may consult the President or an officer of the Corporation with regard to compensation issues:

(a) All forms of compensation for Directors and officers of the Corporation, including the form and amount of current salary, deferred salary, cash and non-cash benefits and salary plans for other employees of the Corporation;

(b) Statutory and nonstatutory stock options, stock appreciation rights, phantom stock rights, and any other form of current or deferred compensation payable in the form of the Corporation’s stock and/or payable with respect to the current or future value of the Corporation’s stock; and

(c) Corporate perquisites including special benefits to be considered within general corporate policies, establishment of categories of management personnel to whom benefits will be provided or who will be permitted to use benefits, and determination of special benefits on a case by case basis.

The Compensation Committee shall consist of one or more members of the Board of Directors who shall serve until such time as their successors are elected to the Compensation Committee or such time as such person ceases being a member of the Board of Directors or the Compensation Committee. Any action of the Compensation Committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or without a meeting by written consent of all of the members of the Committee. The members of the Compensation Committee shall be empowered to participate in a meeting of such Committee by means of conference telephone or similar communications equipment through which all persons participating at the meeting can hear each other.

The Compensation Committee shall keep minutes of its meetings which minutes shall be reviewed by the Board of Directors and inserted in the Corporation’s records.

Section 7. Audit Committee. The Board of Directors may, from time to time by a majority vote of the Directors, elect one or more Directors as an Audit Committee to serve until its authority is revoked or its membership is changed by a majority of the Directors. The Board may designate persons other than Directors to serve as non-voting members of this Committee. The Audit Committee shall:

(a) recommend to the full Board of Directors the selection of the Corporation’s independent accountants;

(b) review the Corporation’s financial statements and the report thereon issued by the Corporation’s independent accountants;

9

(c) review financial reporting procedures for the Corporation;

(d) evaluate internal controls of the Corporation;

(e) assess the performance of the Corporation’s independent auditors; and

(f) perform such other tasks as may be designated by a majority of the Directors or as required by applicable state and federal laws and regulations.

Any action of the Audit Committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or without a meeting by written consent of all of the members of the Committee. Further, the members of the Audit Committee shall be empowered to participate in a meeting of such Committee by means of a conference telephone or similar communications equipment through which all persons participating at the meeting can hear each other.

The Audit Committee shall keep minutes of its meetings which minutes shall be reviewed by the Board of Directors and inserted in the Corporation’s records.

ARTICLE V.

Officers

Section 1. Number. The officers of the Corporation shall be designated and elected by the Board of Directors with such responsibilities and duties as may be designated by the Board of Directors consistent with this Article V. The Board of Directors shall elect at least one officer who shall be responsible for preparing minutes of the Directors’ and Shareholders’ meetings and for authenticating records of the Corporation. Any two or more offices may be held by the same person. No officer need be a Shareholder.

Section 2. Election and Term. All officers shall be appointed by the Board of Directors or by a duly appointed officer pursuant to this Article V and shall serve at the pleasure of the Board of Directors and the appointing officers as the case may be. All officers, however appointed, may be removed with or without cause by the Board of Directors and any officer appointed by another officer may also be removed by the appointing officer with or without cause.

10

Section 3. Salaries. The salaries and compensation of all officers appointed by the Board of Directors shall be fixed by the Board of Directors, unless the Directors delegate such power to any officer or officers. Any payment made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each amount disallowed. In lieu of payment by the officer, subject to the determination of the Directors, proportionate amounts may be withheld from his or her future compensation payments until the amount owed to the Corporation has been recovered.

Section 4. Chairman of the Board. The Chairman of the Board, if one shall so be elected, shall preside at all meetings of the Board of Directors. He shall be an executive and operating officer of the Corporation, and he shall share with the President the general supervision and administration over all the Corporation’s affairs and shall have the same powers specifically given to the President herein.

Section 5. President.

(a) The President, if one shall be so elected, shall preside at all meetings of the Shareholders; in the absence of a Chairman, he shall preside at all meetings of the Board of Directors; he shall be the chief executive and operating officer of the Corporation and shall have general and active management of the business of the Corporation, and shall exercise general supervision and administration over all of its affairs with power to make all contracts in the conduct of the regular and ordinary business of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

(b) The President shall execute deeds, bonds, notes, mortgages and other contracts on behalf of the Corporation.

(c) The President shall be ex-officio a member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation.

(d) The President may appoint and discharge agents and employees of the Corporation and fix their compensation subject to the general supervisory power of the Board of Directors, and do and perform such other duties as from time to time may be assigned to the President by the Board of Directors and as may be authorized by law. The President may from time to time appoint one or more Assistant Secretaries of the Corporation.

11

Section 6. Vice President. The Vice President, if one shall so be elected, shall, in the absence or disability of the President, perform all of the duties and exercise all of the powers of the President and shall perform such other duties as the Board of Directors shall request or delegate. If there is more than one (1) Vice President, the one designated by the Board of Directors shall act in the absence of the President.

Section 7. Secretary. The Secretary, if one shall so be elected, shall keep accurate records of the acts and proceedings of all meetings of Shareholders, Directors and committees of Directors. The Secretary shall give, or cause to be given, notice of all meetings of the Shareholders and any meetings of the Board of Directors, and other notices required by law or these Bylaws, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall keep in safe custody the seal of the Corporation, and the Secretary or any other officer may affix the same to any instrument requiring it and, when so affixed, it may be attested by the Secretary’s signature or by the signature of an Assistant Secretary. Notwithstanding the foregoing, unless otherwise required by law or the Code, the seal of the Corporation need not be affixed to any documents or instruments, nor must the Secretary or Assistant Secretary attest any such document or instrument. In the absence or disability of the Secretary or at the direction of the President, any Assistant Secretary or other officer designated by the Board of Directors may perform the duties and exercise the powers of the Secretary.

Section 8. Treasurer.

(a) The Treasurer, if one shall so be elected, shall have custody of and be responsible for all funds and securities, receipts and disbursements of the Corporation, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited, all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

(b) The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or by the President, taking proper vouchers for such disbursements, and shall render to the President and Directors, whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Corporation, and at the regular meeting of the Board of Directors next preceding the Annual Shareholders’ Meeting, a like report for the preceding year.

(c) The Treasurer shall keep an account of stock registered and transferred in such manner and subject to such regulations as the Board of Directors may prescribe.

(d) The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in such sum and in form and with security satisfactory to the Board of Directors for the faithful performance of the duties of the office and the restoration to the Corporation in case of the Treasurer’s death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession of the Treasurer, belonging to the Corporation.

The Treasurer shall perform such other duties as the Board of Directors may from time to time prescribe or require.

12

Section 9. Duties of Officers May Be Delegated. In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any Director, a majority of the entire Board of Directors concurring therein.

ARTICLE VI.

Contracts, Checks, Drafts, Bank Accounts and Documents

Section 1. Execution of Contracts and Documents. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers or agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name and on the behalf of the Corporation, and such authority may be general or confined to specific instances, and unless so authorized by the Board of Directors or by an officer or committee to whom the power to prescribe such authority is delegated pursuant to the provisions of these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for damages, whether monetary or otherwise, for any purpose or for any amount.

Section 2. Loans. No loan shall be contracted on behalf of the Corporation, and no negotiable paper shall be issued in its name, unless authorized by the Board of Directors. When so authorized, any officer or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidence of indebtedness of the Corporation, and when authorized as aforesaid, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation may mortgage, pledge, hypothecate or transfer any real or personal property at any time held by the Corporation and to that end execute instruments of mortgage or pledge or otherwise transfer said property. Such authority may be general or confined to specific instances.

13

Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the President or such other person or persons and in such manner as shall, from time to time, be determined by the Board of Directors.

Section 4. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation under such conditions and in such banks, trust companies or other depositories as the Board of Directors may designate or as may be designated by an officer or officers or agent or agents of the Corporation to whom such power may, from time to time, be determined by the Board of Directors.

Section 5. Proxies. Unless otherwise provided by the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of the Corporation in the name and on behalf of the Corporation to cast the vote which the Corporation may be entitled to cast as a Shareholder or otherwise in any other corporation any of the stock or other securities of which is held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, and may instruct the person or persons so appointed as to the manner of casting such vote or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation such written proxies or other instruments as the President may deem necessary or proper in the premises.

Section 6. Conflicting Interest Transactions of Directors or Officers. Contracts and transactions of the Corporation in which a Director or officer may have a conflicting interest (as such term is defined in O.C.G.A. § 14-2-860) shall not be voidable solely because of the involvement or vote of such Director or officer provided compliance with the provisions of O.C.G.A. § § 14-2-860 through 14-2-864.

ARTICLE VII.

Share Certificates

Section 1. Authorization and Issuance of Shares. In accordance with the Code, the Board of Directors may authorize shares of any class or series provided for in the Articles of Incorporation to be issued for any consideration valid under the provisions of the Code. To the extent provided in the Articles of Incorporation, the Board of Directors shall determine the preferences, limitations, and relative rights of the shares.

Section 2. Share Certificates. All shares issued by the Corporation shall be evidenced by a certificate or certificates. Each certificate of stock of the Corporation shall be numbered, shall be entered in the books of the Corporation, and shall be signed, either manually or in facsimile, by any one of the President, a Vice President, the Secretary, or the Treasurer or such other officer or officers as designated to sign such certificates, from time to time, by the Board of Directors. In any case in which any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature shall have been used thereon had not ceased to be such officer or officers. If a share certificate is signed in facsimile, then it shall be countersigned by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. The corporate seal need not be affixed to the share certificate. Each certificate representing shares shall set forth upon the face thereof:

14

(a) The name of the Corporation;

(b) That the Corporation is organized under the laws of the State of Georgia;

(c) The name of the person to whom issued; and

(d) The number and class of shares and the designation of the series, if any, such certificate represents.

Section 3. Record of Shareholders. The Corporation shall keep a record of the Shareholders of the Corporation which readily shows, in alphabetical order or by alphabetical index, and by classes of stock, the names of the Shareholders, including those Shareholders entitled to vote, with the address of and the number of shares held by each.

15

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Transfers of Stock. The transfers of stock shall be made on the books of the Corporation by the holder thereof, or by an attorney lawfully constituted in writing, and upon surrender of the certificate therefor, or in the case of a certificate alleged to have been lost, stolen or destroyed, upon compliance with the provisions of Section 4 of this Article VII of these Bylaws.

Section 6. Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by laws of the state of incorporation.

Section 7. Fractional Shares or Scrip. The Board of Directors may:

(a) issue fractions of a share or pay in money the value of fractions of a share;

(b) arrange for disposition of fractional shares by or for the account of the Shareholders;

(c) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal the full share.

Each certificate representing scrip shall be conspicuously labeled “scrip” and shall contain the information required by O.C.G.A. § 14-2-625(b). Holders of fractional shares shall be entitled to exercise the rights of a Shareholder, including the right to vote, to receive dividends, and to participate in the assets of the Corporation upon liquidation. Holders of scrip shall not, unless expressly authorized by the Board of Directors, be entitled to exercise any rights of a Shareholder of the Corporation, including voting rights, dividends, and the right to participate in distribution of assets of the Corporation in the event of liquidation. The Board of Directors may authorize the issuance of scrip subject to any condition considered desirable, including: (i) that the scrip will become void if not exchanged for full shares before a specified date and (ii) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

16

ARTICLE VIII.

Indemnification

Section 1. Definitions. As used in this Article VIII, the term:

(a) “Corporation” includes any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(b) “Director” or “officer” means an individual who is or was a director or officer, respectively, of the Corporation or who, while a director or officer of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the Corporation’s request if his or her duties to the Corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. Director or officer includes, unless the context requires otherwise, the estate or personal representative of a director or officer.

(c) “Disinterested director” means a director who at the time of a vote is not a party to the proceeding or an individual having familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made with respect to the proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.

(d) “Expenses” include counsel fees.

(e) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

(f) “Official capacity” means when used with respect to a director, the office of director in the Corporation, or when used with respect to an officer, the office in the Corporation held by the officer. Official capacity does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.

(g) “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

(h) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

17

Section 2. Authority to Indemnify.

(a) Except as otherwise provided in this Section 2, the Corporation shall indemnify an individual who is made a party to a proceeding because he or she is or was a director against liability incurred by him or her in the proceeding if such individual conducted himself or herself in good faith, and such individual reasonably believed:

(1) In the case of conduct in his or her official capacity, that such conduct was in the best interests of the Corporation;

(2) In all other cases, that such conduct was at least not opposed to the best interests of the Corporation; and

(3) In the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.

(b) An individual’s conduct with respect to an employee benefit plan for a purpose he or she believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a) of this Section 2.

(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, be determinative that an individual did not meet the standard of conduct set forth in this Section 2.

(d) The Corporation shall not indemnify an individual under this Article VIII:

(1) In connection with a proceeding by or in the right of the Corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the individual has met the relevant standard of conduct under this Section 2; or

(2) In connection with any other proceeding with respect to conduct for which the individual was adjudged liable on the basis that personal benefit was improperly received by such individual, whether or not involving action in his or her official capacity, and then only to the extent that, a court of competent jurisdiction determines pursuant to O.C.G.A. § 14-2-854 that in view of the circumstances of the case, such individual is fairly and reasonably entitled to indemnification.

Section 3. Advance for Expenses.

(a) The Corporation shall, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he or she is a director if he or she delivers to the corporation:

18

(1) A written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in Section 2 of these bylaws or that the proceeding involves conduct for which liability has been eliminated under the Corporation’s Articles of Incorporation; and

(2) His or her written undertaking to repay any funds advanced if it is ultimately determined that the individual is not entitled to indemnification under this Article VIII.

(b) The undertaking required by paragraph (2) of subsection (a) of this Section 3 must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(c) Authorizations under this Section 3 shall be made:

(1) By the Corporation’s Board of Directors:

(A) When there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee with two or more disinterested directors appointed by such a vote; or

(B) When there are fewer than two disinterested directors, by the vote necessary for action by the Board in accordance with subsection (c) of O.C.G.A. § 14-2-824, in which authorization directors who do not qualify as disinterested directors may participate; or

(2) By the shareholders, but shares owned or voted under the control of a director who at the time does not qualify as a disinterested director with respect to the proceeding may not be voted on the authorization.

19

Section 4. Court-Ordered Indemnification and Advances for Expenses.

(a) An individual who is a party to a proceeding because he or she is a director or officer may apply for indemnification or advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:

(1) Order indemnification or advance for expenses if it determines that the individual is entitled to indemnification; or

(2) Order indemnification or advance for expenses if it determines, in view of all the relevant circumstances, that it is fair and reasonable to indemnify the individual or to advance expenses to the individual, even if the individual has not met the relevant standard of conduct set forth in Section 2 of these bylaws, failed to comply with Section 3 of these bylaws, or was adjudged liable in a proceeding referred to in Section 2 of these bylaws, but if the individual was adjudged so liable, the indemnification is limited to reasonable expenses incurred in connection with the proceeding.

(b) If the court determines that the individual is entitled to indemnification or advance for expense under this Section 4, it may also order the Corporation to pay the individual’s reasonable expenses to obtain court-ordered indemnification or advance for expenses.

Section 5. Determination and Authorization of Indemnification.

(a) The Corporation shall not indemnify a director under Section 2 of this Article VIII above unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of such individual is permissible in the circumstances because he or she has met the relevant standard of conduct set forth in Section 2 of this Article VIII; provided, however, that regardless of the result or absence of any such determination, to the extent that such individual has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director, the Corporation shall indemnify such individual against reasonable expenses incurred by him or her in connection therewith.

(b) The determination specified in subsection (a) of this Section 5 shall be made:

(1) If there are two or more disinterested directors, by the Board of Directors by majority vote of all disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;

(2) By special legal counsel:

(A) Selected in the manner prescribed in paragraph (1) of this subsection (b) of this Section 5; or

20

(B) If there are fewer than two disinterested directors, selected by the Board of Directors (in which selection directors who do not qualify as disinterested directors may participate); or

(3) By the shareholders, but shares owned by or voted under the control of directors or officers who at the time do not qualify as disinterested directors or officers may not be voted on the determination.

(c) Authorization of indemnification or an obligation to indemnify and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subparagraph (b)(2)(B) of this Section 5 to select special legal counsel.

Section 6. Shareholder Approved Indemnification.

(a) If authorized by the Articles of Incorporation, a bylaw, contract or resolution approved or ratified by the shareholders of the Corporation by a majority of the votes entitled to be cast, the Corporation shall indemnify or obligate itself to indemnify a director made a party to a proceeding including a proceeding brought by or in the right of the Corporation, without regard to the limitations in other Sections of this Article VIII, but shares owned or voted under the control of a director who at the time does not qualify as a disinterested director with respect to any existing or threatened proceeding that would be covered by the authorization may not be voted on the authorization.

(b) The Corporation shall not indemnify an individual under this Section 6 for any liability incurred in a proceeding in which such individual is adjudged liable to the Corporation or is subjected to injunctive relief in favor of the Corporation:

(1) For any appropriation, in violation of his or her duties, of any business opportunity of the Corporation;

(2) For acts or omissions which involve intentional misconduct or a knowing violation of law;

(3) For the types of liability set forth in O.C.G.A. § 14-2-832; or

(4) For any transaction from which he received an improper personal benefit.

21

(c) Where approved or authorized in the manner described in subsection (a) of this Section 6, the Corporation may advance or reimburse expenses incurred in advance of final disposition of the proceeding only if:

(1) The director furnishes to the Corporation a written affirmation of his good faith belief that his conduct does not constitute behavior of the kind described in subsection (b) of this Section 6; and

(2) The director furnishes to the Corporation a written undertaking, executed personally or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to indemnification under this Section 6 of this Article VII.

Section 7. Indemnification of Officers, Employees and Agents.

(a) The Corporation may indemnify and advance expenses under this Section 7 to an officer of the Corporation who is a party to a proceeding because he or she is an officer of the Corporation provided, however, that regardless of the result or absence of any such determination, to the extent that such individual has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was an officer, the Corporation shall indemnify such individual against reasonable expenses incurred by him or her in connection therewith:

(1) To the same extent as a director; and

(2) If he or she is not a director, to such further extent as may be provided by the Articles of Incorporation, the Bylaws, a resolution of the Board of Directors, or contract except for liability arising out of conduct that constitutes:

(A) Appropriation, in violation of his or her duties, of any business opportunity of the Corporation;

(B) Acts or omissions which involve intentional misconduct or a knowing violation of law;

(C) The types of liability set for in O.C.G.A. §14-2-832; or

(D) Receipt of an improper personal benefit.

(b) The provisions of paragraph (2) of subsection (a) of this Section 7 shall apply to an officer who is also a director if the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.

(c) The Corporation may also indemnify and advance expenses to an employee or agent of the Corporation who is not a director or officer to the same extent, consistent with public policy, that may be provided by the Articles of Incorporation, these Bylaws, general or specific action of the Board of Directors, or contract.

22

Section 8. Notice. If the Corporation indemnifies or advances expenses to a director under any of O.C.G.A. § 14-2-851 through § 14-2-854 (or any equivalent provision of these Bylaws) in connections with a proceeding by or in the right of the Corporation, the Corporation shall, to the extent required by O.C.G.A. § 14-2-1621 or any other applicable provision thereof, report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.

Section 9. Security. The Corporation may designate certain of its assets as collateral, provide self-insurance, establish one or more indemnification trusts, or otherwise secure or facilitate its ability to meet its obligations under this Article VIII, or under any indemnification agreement or plan of indemnification adopted and entered into in accordance with the provisions of this Article VIII, as the Board of Directors deems appropriate.

Section 10. Amendment. Any amendment to this Article VIII that limits or otherwise adversely affects the right of indemnification, advancement of expenses, or other rights of any indemnified person hereunder shall, as to such indemnified person, apply only to proceedings based on actions, events, or omissions (collectively, “Post Amendment Events”) occurring after such amendment and after delivery of notice of such amendment to the indemnified person so affected. Any indemnified person shall, as to any proceeding based on actions, events, or omissions occurring prior to the date of receipt of such notice, be entitled to the right of indemnification, advancement of expenses, and other rights under this Article VIII to the same extent as if such provisions had continued as part of the bylaws of the Corporation without such amendment. This Section 10 cannot be altered, amended, or repealed in a manner effective as to any indemnified person (except as to Post Amendment Events) without the prior written consent of such indemnified person.

Section 11. Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee, or agent of the Corporation or who, while a director, officer, employee, or agent of the Corporation, serves at the Corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the Corporation would have power to indemnify or advance expenses to him or her against the same liability under this Article VIII.

Section 12. Not Exclusive of Other Rights. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification may be entitled apart from the provisions of this Article VIII and shall apply both as to actions by a director, officer, employee or agent in his or her official capacity and as to actions in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

23

Section 13. Severability. In the event that any of the provisions of Article VIII is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions of this Article VIII shall remain enforceable to the fullest extent permitted by law.

ARTICLE IX.

Emergency Powers

Section 1. Power to Adopt. Unless the Articles of Incorporation provide otherwise, the Board of Directors may adopt bylaws to be effective only in an emergency, which bylaws shall be subject to amendment or repeal by the Shareholders. An emergency exists for purposes of this Section if a quorum of the Directors cannot readily be assembled because of some catastrophic event. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency.

Section 2. Lines of Succession of Officers or Agents. The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.

Section 3. Change of Office. The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do.

Section 4. Effect of Bylaws. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws shall remain in effect during any such emergency and, upon its termination, the emergency bylaws shall cease to be operative.

Section 5. Notices. Unless otherwise provided in emergency bylaws, notice of any meeting of the Board of Directors during any such emergency may be given only to such of the Directors as it may be feasible to reach at the time, and by such means as may be feasible at the time, including publication, radio or television.

Section 6. Quorum. To the extent required to constitute a quorum at any meeting of the Board of Directors during any such emergency, the officers of the Corporation who are present shall, unless otherwise provided in the emergency bylaws, be deemed, in order of rank and within the same rank and order of seniority, Directors for such meeting.

Section 7. Liability. Corporate action taken in good faith in accordance with the emergency bylaws binds the Corporation and may not be used to impose liability on a corporate director, officer, employee or agent.

24

ARTICLE X.

General Provisions

Section 1. Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the fiscal year of the Corporation from time to time as it deems appropriate provided such change is not in violation of any provision of the Internal Revenue Code of 1986, as amended, or in violation of any applicable state statute.

Section 2. Corporate Seal. The seal of the Corporation shall be in the following form, to-wit:

The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. In the event it is inconvenient to use such a seal at any time, the signature of an officer of the Corporation followed by the word “Seal” enclosed in parentheses shall be deemed the seal of the Corporation.

Section 3. Annual Statements. Not later than four (4) months after the close of each fiscal year, and in any case prior to the next annual meeting of Shareholders, the Corporation shall prepare:

(a) A balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and

(b) A profit and loss statement showing the results of its operations during its fiscal year.

Section 4. Inspection of Books and Records. The inspection rights of Shareholders owning two percent (2%) or less of the shares outstanding of the Corporation are limited as provided under O.C.G.A. § 14-2-1602(e), as follows: unless consented to in writing by Board of Directors, in its sole discretion, such Shareholders have no right to inspect the following books and records of the Corporation:

(a) Excerpts from Minutes of any meeting of the Board of Directors, records of any action of a committee of the Board of Directors while acting in place of the Board of Directors on behalf of the Corporation, minutes of any meeting of the Shareholders, and records of actions taken by the Shareholders or Board of Directors without a meeting, to the extent not subject to inspection under subsection § 14-2-1602(a) of the Code;

25

(b) Accounting records of the Corporation; and

(c) The record of Shareholders.

Section 5. Conflict with Articles of Incorporation. In the event that any provision of these Bylaws conflicts with any provision of the Articles of Incorporation, the Articles of Incorporation shall govern.

Section 6. Dividends. Subject to limitations imposed by Georgia statutes, distributions to the Shareholders may be declared at such time or times, and in such amounts as the Board of Directors shall from time to time determine.

Section 7. Adoption of Amendments to Incentive Stock Option Plans. In addition to the rights of the Board of Directors to approve the adoption of amendments to any incentive stock option plans of the Corporation which qualify under Section 422A of the Internal Revenue Code of 1986, as amended, the Shareholders of the Corporation may approve any such amendment by written consent of the Shareholders which is signed by Shareholders having voting power to cast not less than the minimum number of votes that would be necessary to authorize such action, as provided in and subject to the provisions of Section 14-2-704, as amended, of the Code.

ARTICLE XI.

Amendments

Except as otherwise provided in these Bylaws, the Board of Directors shall have power to alter, amend or repeal these Bylaws or adopt new Bylaws by majority vote of all of the Directors, but any Bylaws adopted by the Board of Directors may be altered, amended or repealed, and new Bylaws adopted, by the Shareholders by majority vote of all of the shares having voting power. The Shareholders may prescribe by expressing in the action they take in adopting any Bylaw or Bylaws that the Bylaw or Bylaws so adopted shall not be altered, amended or repealed by the Board of Directors.

26

EX-4.1

Exhibit 4.1

INDENTURE

Dated as of June 15, 2010

Among

TRANS UNION LLC,

TRANSUNION FINANCING CORPORATION,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

11 ³/8% SENIOR NOTES DUE 2018

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06;7.07
(c)	7.06;12.02
(d)	7.06
314(a)	4.03;12.02; 12.05
(b)	N.A.
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05;12.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12;9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	12.01
(b)	N.A.
(c)	12.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions		1
Section 1.02	Other Definitions		33
Section 1.03	Incorporation by Reference of Trust Indenture Act		34
Section 1.04	Rules of Construction		34
Section 1.05	Acts of Holders		35
ARTICLE 2
THE NOTES
Section 2.01	Form and Dating; Terms		36
Section 2.02	Execution and Authentication		37
Section 2.03	Registrar and Paying Agent		38
Section 2.04	Paying Agent to Hold Money in Trust		38
Section 2.05	Holder Lists		39
Section 2.06	Transfer and Exchange		39
Section 2.07	Replacement Notes		50
Section 2.08	Outstanding Notes		50
Section 2.09	Treasury Notes		50
Section 2.10	Temporary Notes		51
Section 2.11	Cancellation		51
Section 2.12	Defaulted Interest		51
Section 2.13	CUSIP or ISIN Numbers		52
ARTICLE 3 REDEMPTION
Section 3.01	Notices to Trustee		52
Section 3.02	Selection of Notes to Be Redeemed or Purchased		52
Section 3.03	Notice of Redemption		52
Section 3.04	Effect of Notice of Redemption		53
Section 3.05	Deposit of Redemption or Purchase Price		54
Section 3.06	Notes Redeemed or Purchased in Part		54
Section 3.07	Optional Redemption		54
Section 3.08	Mandatory Redemption		55
Section 3.09	Offers to Repurchase by Application of Excess Proceeds		55

-i-

		Page
	ARTICLE 4
	COVENANTS
Section 4.01	Payment of Notes		57
Section 4.02	Maintenance of Office or Agency		57
Section 4.03	Reports and Other Information		58
Section 4.04	Compliance Certificate		59
Section 4.05	Taxes		59
Section 4.06	Stay, Extension and Usury Laws		59
Section 4.07	Limitation on Restricted Payments		60
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries		67
Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		68
Section 4.10	Asset Sales		74
Section 4.11	Transactions with Affiliates		77
Section 4.12	Liens		79
Section 4.13	Existence		79
Section 4.14	Offer to Repurchase Upon Change of Control		79
Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries		81
Section 4.16	Suspension of Covenants		82
Section 4.17	Restrictions on Activities of Co-Issuer		82
	ARTICLE 5
	SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets		83
Section 5.02	Successor Substituted		84
	ARTICLE 6
	DEFAULTS AND REMEDIES
Section 6.01	Events of Default		85
Section 6.02	Acceleration		87
Section 6.03	Other Remedies		87
Section 6.04	Waiver of Past Defaults		87
Section 6.05	Control by Majority		88
Section 6.06	Limitation on Suits		88
Section 6.07	Rights of Holders of Notes to Receive Payment		88
Section 6.08	Collection Suit by Trustee		89
Section 6.09	Restoration of Rights and Remedies		89
Section 6.10	Rights and Remedies Cumulative		89
Section 6.11	Delay or Omission Not Waiver		89
Section 6.12	Trustee May File Proofs of Claim		89
Section 6.13	Priorities		90
Section 6.14	Undertaking for Costs		90

-ii-

		Page
	ARTICLE 7
	TRUSTEE
Section 7.01	Duties of Trustee		90
Section 7.02	Rights of Trustee		91
Section 7.03	Individual Rights of Trustee		92
Section 7.04	Trustee’s Disclaimer		93
Section 7.05	Notice of Defaults		93
Section 7.06	Reports by Trustee to Holders of the Notes		93
Section 7.07	Compensation and Indemnity		93
Section 7.08	Replacement of Trustee		94
Section 7.09	Successor Trustee by Merger, etc		95
Section 7.10	Eligibility; Disqualification		95
Section 7.11	Preferential Collection of Claims Against Issuers		95
	ARTICLE 8
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance		95
Section 8.02	Legal Defeasance and Discharge		96
Section 8.03	Covenant Defeasance		96
Section 8.04	Conditions to Legal or Covenant Defeasance		97
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions		98
Section 8.06	Repayment to Issuers		98
Section 8.07	Reinstatement		99
	ARTICLE 9
	AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes		99
Section 9.02	With Consent of Holders of Notes		100
Section 9.03	Compliance with Trust Indenture Act		101
Section 9.04	Revocation and Effect of Consents		102
Section 9.05	Notation on or Exchange of Notes		102
Section 9.06	Trustee to Sign Amendments, etc		102
	ARTICLE 10
	GUARANTEES
Section 10.01	Guarantee		103
Section 10.02	Limitation on Guarantor Liability		104
Section 10.03	Execution and Delivery		104
Section 10.04	Subrogation		105
Section 10.05	Benefits Acknowledged		105
Section 10.06	Release of Subsidiary Guarantees		105

-iii-

		Page
	ARTICLE 11
	SATISFACTION AND DISCHARGE
Section 11.01	Satisfaction and Discharge		106
Section 11.02	Application of Trust Money		107
	ARTICLE 12
	MISCELLANEOUS
Section 12.01	Trust Indenture Act Controls		107
Section 12.02	Notices		107
Section 12.03	Communication by Holders of Notes with Other Holders of Notes		108
Section 12.04	Certificate and Opinion as to Conditions Precedent		108
Section 12.05	Statements Required in Certificate or Opinion		109
Section 12.06	Rules by Trustee and Agents		109
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders		109
Section 12.08	Governing Law		109
Section 12.09	Waiver of Jury Trial		109
Section 12.10	Force Majeure		110
Section 12.11	No Adverse Interpretation of Other Agreements		110
Section 12.12	Successors		110
Section 12.13	Severability		110
Section 12.14	Counterpart Originals		110
Section 12.15	Table of Contents, Headings, etc		110
Section 12.16	Qualification of Indenture		110
Section 12.17	Submission to Jurisdiction and Venue		111
Section 12.18	U.S.A. Patriot Act		111
EXHIBITS
Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Subsidiary Guarantors

-iv-

INDENTURE, dated as of June 15, 2010, among Trans Union LLC, a Delaware limited liability company (“Trans Union LLC”), TransUnion Financing Corporation, a Delaware corporation (“Co-Issuer”, and together with Trans Union LLC, the “Issuers”), TransUnion Corp., a Delaware corporation (“Parent”), the Subsidiary Guarantors (as defined herein and together with Parent, the “Note Guarantors”) listed on the signature pages hereto and Wells Fargo Bank, National Association, as Trustee (as defined herein).

W I T N E S S E T H

WHEREAS, the Issuers have duly authorized the creation of an issue of $645,000,000 aggregate principal amount of 11 ³/8% Senior Notes due 2018 (the “Initial Notes”);

WHEREAS, each of the Issuers, and each of the Note Guarantors has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, the Issuers, the Note Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the transactions contemplated by the Transaction Agreement.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Additional Notes” means additional Notes (other than the Initial Notes and other than Exchange Notes for such Initial Notes) issued from time to time under this Indenture in accordance with Section 2.02 and 4.09 hereof.

“Adjusted Total Assets” means the total assets of the Issuers and the Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuers or any direct or indirect Parent, including Parent, or such other Person as may be expressly stated; provided, that with respect to the balance sheet of the Issuers or Parent, the total assets shall be calculated as if purchase accounting had been applied with respect to the Transactions with resulting adjustments to goodwill and other intangible assets.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“AHYDO Catch Up Payment” means payment in respect of Indebtedness necessary in order to avoid such Indebtedness being characterized as “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code.

“Agent” means any Registrar or Paying Agent.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at June 15, 2014 (each such redemption price being set forth in Section 3.07 hereof), plus (ii) all required interest payments due on such Note through June 15, 2014 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuers or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

-2-

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than Disqualified Stock or Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09);

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property or equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Issuers in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof and, to the extent constituting an Asset Sale, the granting of a Lien that is permitted to be granted, and is granted, under Section 4.12;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $10.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuers or by the Issuers or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(h) foreclosures on assets;

(i) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(j) any financing transaction with respect to (i) the property located at 555 West Adams Street in Chicago, Illinois (currently identified by the Assessor’s office of Cook County, Illinois with Permanent Index Number 17-16-112-006) or (ii) property built or acquired by the Issuers or any Restricted Subsidiary after the Issue Date, in each case including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture;

(k) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(l) disposition of an account receivable in connection with the collection or compromise thereof;

(m) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of Trans Union LLC, is not material to the conduct of the business of Trans Union LLC and its Restricted Subsidiaries taken as a whole;

(n) voluntary terminations of Hedging Obligations;

-3-

(o) any liquidation or dissolution of a Restricted Subsidiary; provided, that such Restricted Subsidiary’s direct parent is Trans Union LLC or a Restricted Subsidiary and immediately becomes the owner of such Restricted Subsidiary’s assets; and

(p) dispositions of non-core assets acquired in connection with acquisitions or Investments permitted under this Indenture; provided, that the aggregate amount of such sales shall not exceed 25% of the fair market value of the acquired entity or business.

“Authentication Order” means a written request or order signed on behalf of the Issuers by an Officer of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuers, and delivered to the Trustee.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

-4-

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

“Cash Equivalents” means:

(1) United States dollars;

(2)    (a) euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

-5-

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided, that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Pooling Arrangements” means a deposit account arrangement among a single depository institution and one or more Foreign Subsidiaries of Trans Union LLC involving the pooling of cash deposits in and overdrafts in respect of one or more deposit accounts (each located outside of the United States and any States and territories thereof) with such institution by such Foreign Subsidiaries for cash management purposes.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, or other disposition, in one or a series of related transactions, of all or substantially all of the assets of Trans Union LLC and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder;

(2) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of Trans Union LLC or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of Trans Union LLC;

(3) following an Initial Public Offering, the first day on which a majority of the members of the Board of Directors of Parent or Trans Union LLC are not Continuing Directors; or

(4) the adoption by the equityholders of Trans Union LLC of a plan or proposal for the liquidation or dissolution of Trans Union LLC.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Code” means the U.S. Internal Revenue Service Code of 1986, as amended, and the regulations and rulings thereunder.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries and Capitalized Software Expenditures for such period on a consolidated basis and otherwise determined in accordance with GAAP.

-6-

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding (i) any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP and (ii) any non-cash imputed interest expense associated with non-interest bearing Indebtedness issued at par to the extent not included in EBITDA), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expenses associated with bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income attributable to such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including, in each case, related to the Transactions), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by Trans Union LLC, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, that Consolidated Net Income of Trans Union LLC shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

-7-

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided, that Consolidated Net Income of Trans Union LLC will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuers or a Restricted Subsidiary in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to Trans Union LLC and the Restricted Subsidiaries) in the property and equipment, software and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10)  (a) any non-cash compensation expense recorded from grants or periodic measurements of stock appreciation or similar rights, stock options, restricted stock rights or other equity incentive programs and

(b) any costs or expenses incurred pursuant to any management equity plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent, in the case of clause (b), that such costs or expenses are funded with cash proceeds contributed to the common equity capital of Trans Union LLC or a Restricted Subsidiary of Trans Union LLC, will be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

-8-

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuers and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuers and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuers or any of the Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof.

“Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) (x) Consolidated Total Indebtedness of the Issuers and the Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur minus (y) the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, that is held by the Issuers and the Restricted Subsidiaries as of such date free and clear of all Liens, other than Permitted Liens, provided, that this clause (y) shall be limited to $50,000,000, to (2) Trans Union LLC’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

“Consolidated Total Debt Ratio” as of any date of determination means, the ratio of (1) (x) Consolidated Total Indebtedness of the Issuers and the Restricted Subsidiaries as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur minus (y) the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, that is held by the Issuers and the Restricted Subsidiaries as of such date free and clear of all Liens, other than Permitted Liens, provided, that this clause (y) shall be limited to $50,000,000, to (2) Trans Union LLC’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuers and the Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments, (2) the aggregate amount of all outstanding Disqualified Stock of Trans Union LLC and all Preferred Stock of the Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP and (3) all obligations relating to Receivables Facilities. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock

-9-

that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by Trans Union LLC.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Continuing Directors” means, as of any date of determination following an Initial Public Offering, any member of the Board of Directors of the Parent or Trans Union LLC, as applicable, who: (1) was a member of such Board of Directors on the date of the closing of such Initial Public Offering; or (2) was nominated for election or elected to such Board of Directors (x) with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election or (y) by the vote of Permitted Holders representing 50% or more of the total voting power of the Voting Stock of Trans Union LLC or any of its direct or indirect parent companies, including Parent.

“Continuing Shareholders” means (i) all lineal descendants of Nicholas J. Pritzker, deceased, and all spouses and adopted children of such descendants; (ii) all trusts for the benefit of any person described in clause (i) and trustees of such trusts; (iii) all legal representatives of any person or trust described in clauses (i) or (ii); and (iv) various entities owned and/or controlled directly and/or indirectly, by the individuals and trusts described in clauses (i), (ii) or (iii) (but excluding, however, any portfolio companies controlled by the Continuing Shareholders).

“Corporate Trust Office of the Trustee” means the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers.

“Credit Facilities” means, with respect to the Issuers or any of the Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit, debt securities or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or

-10-

refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided, that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuers or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of Trans Union LLC, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of Trans Union LLC or any direct or indirect parent thereof, including Parent (in each case other than Disqualified Stock), that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by Trans Union LLC or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of Trans Union LLC or the applicable direct or indirect parent thereof, including Parent, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of Trans Union LLC or its Subsidiaries or any direct or indirect parent thereof or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Trans Union LLC or its Subsidiaries or any direct or indirect parent thereof in order to satisfy applicable statutory or regulatory obligations.

-11-

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income (including an amount equal to the tax distributions actually made to the holders of Equity Interests of such Person or any direct or indirect parent of such Person in respect of such period in accordance with clause (13)(a) and (b) of Section 4.07(b) hereof as though such amounts had been paid as income taxes directly by such Person); plus

(b) Fixed Charges of such Person for such period (including (x) net losses of Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes, including expenses associated with establishing processes for complying with Section 4.03 hereof, and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve and costs related to the reduction, retirement or consolidation of people, processes, technologies and facilities deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date; provided, that the aggregate amount of all cash items added pursuant to this clause (e) for all periods (other than cash restructuring charges related to Permitted Investments) shall not exceed $100.0 million in the aggregate; plus

(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided, that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

-12-

(g) any (a) salary, benefit and other direct savings resulting from workforce reductions or reduction, retirement or consolidation of people, processes, technologies and facilities, in each case by such Person implemented during or reasonably expected to be implemented within the 12 months following such period and (b) costs and expenses incurred after the date of the indenture related to employment of terminated employees incurred by such Person during such period, in each case, to the extent that such costs and expenses were deducted in computing such Consolidated Net Income; plus

(h) the amount of any non-controlling interest consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(i) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11 hereof; plus

(j) signing bonuses, stock option and other equity-based compensation expenses, management fees and expenses, including, without limitation, any one-time expense relating to enhanced accounting function or other transaction costs, including those associated with becoming a standalone entity or a public company; plus

(k) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(l) any costs or expense incurred by the Issuers or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Trans Union LLC or net cash proceeds of an issuance of Equity Interest of Trans Union LLC (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof;

(m) a Person’s proportion of Net Income for such period of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting to the extent that the same was not included or otherwise deducted (and not added back) in such period in computing Consolidated Net Income; plus

(n) any expenses, charges or other costs of the same nature or type as the expenses, charges or other costs that were added to “EBITDA” to calculate “Further Adjusted EBITDA” for the twelve months ended March 31, 2010 as set forth in note 1 to the “Summary historical and unaudited pro forma consolidated and other financial data” section of the Offering Memorandum,

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

-13-

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Accounting Standards Codification 815, Derivatives and Hedging; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EDGAR” means the Electronic Data-Gathering, Analysis, and Retrieval system for filing forms with the SEC via the Internet or FTP.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of Trans Union LLC or any of its direct or indirect parent companies, including Parent (excluding Disqualified Stock), other than:

(1) public offerings with respect to Trans Union LLC’s or any direct or indirect parent (including Parent’s) common stock registered on Form S-8;

(2) issuances to any Subsidiary of Trans Union LLC; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by Trans Union LLC from

(1) contributions to its common equity capital, and

-14-

(2) the sale (other than to a Subsidiary of Trans Union LLC or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Trans Union LLC) of Equity Interests (other than Disqualified Stock and Designated Preferred Stock) of Trans Union LLC,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of Trans Union LLC on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that an Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by Trans Union LLC or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into Trans Union LLC or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Trans Union LLC and shall be made in accordance with Article 11 of Regulation S-X, except that such pro forma calculations may also include operating expense reductions for such period resulting from any Asset Sale or other disposition or acquisition, investment, merger, consolidation or discontinued operation (as determined in accordance with GAAP) for which pro forma effect is being given that (A) have been realized or (B) for which steps have been taken or are reasonably expected to be realizable within twelve months of the date of such transaction and are factually supportable and quantifiable and are set forth on an Officer’s Certificate delivered to the Trustee; provided, that the aggregate amount of operating expense reductions that can be included in each pro forma calculation with respect to a transaction shall not exceed 10% of Trans Union LLC’s EBITDA (determined after giving pro forma effect to each Asset Sale or other disposition, acquisition, investment, merger, consolidation or discontinued operation) for such

-15-

period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Trans Union LLC to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Trans Union LLC may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period (other than distributions paid in Equity Interests (other than Disqualified Stock)); and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period (other than distributions paid in Equity Interests (other than Disqualified Stock)).

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date; except with respect to any reports or financial information required to be delivered pursuant to Section 4.03 hereof which shall be prepared in accordance with GAAP as in effect on the date thereof.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

-16-

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement designed to manage, hedge or protect such Person with respect to fluctuations in interest rates, commodity prices or currency exchange rates.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

-17-

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of Trans Union LLC, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” as defined in the recitals hereto.

“Initial Public Offering” means any underwritten initial public offering of common stock of Trans Union LLC or any of its direct or indirect parent companies, including Parent, other than:

(1) public offerings with respect to Trans Union LLC’s or any direct or indirect parent (including Parent’s) common stock registered on Form S-8; and

(2) any such initial public offering that constitutes an Excluded Contribution.

“Initial Purchasers” means J.P. Morgan Securities Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC.

“Interest Payment Date” means June 15 and December 15 of each year to stated maturity.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among Trans Union LLC and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

-18-

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel, relocation and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of Parent or Trans Union LLC in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

(1) “Investments” shall include the portion (proportionate to Trans Union LLC’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of Trans Union LLC at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Trans Union LLC shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) Trans Union LLC’s “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to Trans Union LLC’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by Trans Union LLC.

“Investors” means Madison Dearborn Partners, LLC and its Affiliates (but excluding, however, any of its portfolio companies).

“Issue Date” means June 15, 2010.

“Legal Holiday” means a Saturday, a Sunday or a day on which the Trustee or commercial banking institutions in the State of New York are not required to be open.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

-19-

“Net Income” means, with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock (other than Disqualified Stock) dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Issuers or any of the Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuers or any of the Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuers or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; provided, that up to $75.0 million of the aggregate Net Proceeds from dispositions of property or assets by Foreign Subsidiaries of Trans Union LLC shall not be deemed to constitute “Net Proceeds” for purposes of this definition.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Guarantee” means the guarantee by any Note Guarantor of the Issuers’ Obligations under this Indenture.

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. The Notes (including any Exchange Notes issued in exchange therefor) are separate series of Notes, but shall be treated as a single class for all purposes under this Indenture, except as set forth herein. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated June 10, 2010, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of Trans Union LLC.

-20-

“Officer’s Certificate” means a certificate signed on behalf of Trans Union LLC by an Officer of Trans Union LLC, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of Trans Union LLC, that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to Trans Union LLC or the Trustee.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuers or any of the Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

“Permitted Holders” means each of the Investors, the Continuing Shareholders and members of management of Trans Union LLC (or its direct or indirect parents, including Parent) who are holders of Equity Interests of Trans Union LLC (or any of its direct or indirect parents, including Parent) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors, Continuing Shareholders and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of Trans Union LLC or any of its direct or indirect parents, including Parent.

“Permitted Investments” means:

(1) any Investment in the Issuers or any of the Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Issuers or any of the Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuers or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

-21-

(5) any Investment existing on the Issue Date or any extension, modification, replacement or renewal of any Investment existing on the Issue Date; provided, that the amount of such Investment may only be increased as required by the terms of such Investment as in existence on the Issue Date;

(6) any Investment acquired by the Issuers or any of the Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Issuers or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Issuers of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by the Issuers or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;

(8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of Trans Union LLC, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;

(9) guarantees of Indebtedness permitted under Section 4.09 hereof;

(10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof);

(11) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(12) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $150.0 million and (y) 5.0% of Adjusted Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (12); provided, further, that any cash, Cash Equivalents or Investment Grade Securities received by Trans Union LLC or the Restricted Subsidiaries in connection with such Investment shall be deemed permitted under clause (2) above and shall not be included as having been made by this clause (12);

(13) Investments relating to a Receivables Subsidiary that, in the good faith determination of Trans Union LLC are necessary or advisable to effect any Receivables Facility;

(14) advances to, or guarantees of Indebtedness of, employees not in excess of $2.5 million outstanding at any one time, in the aggregate;

-22-

(15) loans and advances to officers, directors and employees of Trans Union LLC, its Restricted Subsidiaries or any direct or indirect parent, including Parent, for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of Trans Union LLC or any direct or indirect parent thereof, including Parent;

(16) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business; and

(17) additional Investments in joint ventures of the Issuers or a Restricted Subsidiary that are existing on the Issue Date in an amount not to exceed $150.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (17); provided, further, that any cash, Cash Equivalents or Investment Grade Securities received by Trans Union LLC or the Restricted Subsidiaries in connection with such Investment shall be deemed permitted under clause (2) above and shall not be included as having been made by this clause (17).

For purposes of this definition, in the event that a proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clauses (1) through (17) above, or is otherwise entitled to be incurred or made pursuant to Section 4.07(a) or (b) hereof, Trans Union LLC will be entitled to classify such Investment (or portion thereof) on the date of its payment in one or more of such categories set forth above or such Section 4.07(a) or (b) hereof.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

-23-

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (12)(b) or (18) of Section 4.09(b) hereof; provided, that Liens securing Indebtedness permitted to be incurred pursuant to (x) clause (4) extend only to the property or equipment being purchased, leased or improved and (y) clause (18) extend only to the assets of Foreign Subsidiaries;

(7) Liens existing on the Issue Date (other than Liens in favor of the lenders under the Senior Credit Facilities);

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuers or any of the Restricted Subsidiaries;

(9) Liens on property at the time the Issuers or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuers or any of the Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuers or any of the Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuers or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

(11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuers or any of the Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuers and the Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuers or any Subsidiary Guarantor;

-24-

(16) Liens on equipment of the Issuers or any of the Restricted Subsidiaries granted in the ordinary course of business to Trans Union LLC’s clients;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations (including Indebtedness) incurred in the ordinary course of business which obligations do not exceed $15.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided, that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

-25-

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuers or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuers and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuers or any of the Restricted Subsidiaries in the ordinary course of business;

(27) Liens solely on any cash earnest money deposits made by Trans Union LLC or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;

(28) Liens with respect to the assets of a Restricted Subsidiary that is not a Subsidiary Guarantor securing Indebtedness of such Restricted Subsidiary incurred in accordance with Section 4.09;

(29) Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods;

(30) Liens granted to a public or private utility or any governmental authority as required in the ordinary course of business;

(31) Liens provided to landlords and lessors in respect of rental payments not in default for more than sixty days or the existence of which, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect;

(32) Liens on the Capital Stock of Unrestricted Subsidiaries;

(33) pledges or deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof (whether accrued or not), rights or claims against an insurer or other similar asset securing insurance premium financings permitted under clause (19)(i) of Section 4.09(b);

(34) Liens on cash deposits of Foreign Subsidiaries subject to a Cash Pooling Arrangement or otherwise over bank accounts of Foreign Subsidiaries maintained as part of the Cash Pooling Arrangement, in each case securing liabilities for overdrafts of Foreign Subsidiaries participating in such Cash Pooling Arrangements;

(35) any encumbrance or retention (including put and call agreements and rights of first refusal) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement;

(36) Liens to secure Indebtedness incurred pursuant to clause (21) of Section 4.09(b); and

(37) Liens on property subject to Sale and Lease-Back Transactions permitted hereunder (other than related Indebtedness incurred pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)) and general intangibles related thereto.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

-26-

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided, that the fair market value of any such assets or Capital Stock shall be determined by Trans Union LLC in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by Trans Union LLC which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuers or any of the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuers or any of the Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means June 1 or December 1 (whether or not a Business Day) next preceding such Interest Payment Date.

“Registration Rights Agreement” means the Registration Rights Agreement related to the Notes dated as of the Issue Date, among the Issuers, the Note Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuers and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

-27-

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Related Business Assets” means assets (other than cash or Cash Equivalents) or services used or useful in a Similar Business, provided, that any assets received by the Issuers or a Restricted Subsidiary in exchange for assets transferred by the Issuers or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to an Issuer; provided, that cash or Cash Equivalents maintained by any Foreign Subsidiary that is subject to minority shareholder approval before being distributed to an Issuer (a “Shareholder Restriction”) shall not be deemed “Restricted Cash” as a result of such Shareholder Restriction.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of Trans Union LLC (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

-28-

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuers or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuers or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuers or any of the Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among Trans Union LLC, the Note Guarantors, the lenders party thereto in their capacities as lenders thereunder and Deutsche Bank Trust Company Americas, as administrative agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided, that such increase in borrowings is permitted under Section 4.09 hereof).

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuers or any Note Guarantor outstanding under the Senior Credit Facilities or Notes and related Note Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuers or any Note Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any Note Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

-29-

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided, that such Hedging Obligations are permitted to be incurred under the terms of this Indenture;

(3) any other Indebtedness of the Issuers or any Note Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to any Subordinated Indebtedness; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Issuers or any of Trans Union LLC’s Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by Trans Union LLC and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Note Guarantor which is by its terms subordinated in right of payment to the Note Guarantee of such entity of the Notes

-30-

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantee” means the guarantee by any Subsidiary Guarantor of the Issuers’ Obligations under this Indenture.

“Subsidiary Guarantor” means each Restricted Subsidiary that guarantees the Notes in accordance with the terms of this Indenture.

“Trans Union LLC” has the meaning set forth in the recitals hereto; provided, that when used in the context of determining the fair market value of an asset or liability under this Indenture, “Trans Union LLC” shall be deemed to mean the Board of Directors of Trans Union LLC when the fair market value is equal to or in excess of $40.0 million (unless otherwise expressly stated).

“Transaction” means the transactions contemplated by the Transaction Agreement, the issuance of the Notes and borrowings under the Senior Credit Facilities as in effect on the Issue Date.

“Transaction Agreement” means the Stock Purchase Agreement, dated as of April 28, 2010, by and among TransUnion Corp., certain stockholders of TransUnion Corp. and MDCPVI TU Holdings, LLC, as the same may be amended prior to the Issue Date, including, without limitation, the Merger, the roll-over of equity and the RFC loan described in “The Transactions” section of the Offering Memorandum.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to June 15, 2014; provided, however, that if the period from the Redemption Date to June 15, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

-31-

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-77bbbb).

“Trustee” means Wells Fargo Bank, National Association, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of Trans Union LLC which at the time of determination is an Unrestricted Subsidiary (as designated by Trans Union LLC, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

Trans Union LLC may designate any Subsidiary of Trans Union LLC (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Trans Union LLC or any Subsidiary of Trans Union LLC (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by Trans Union LLC;

(2) such designation complies with Section 4.07 hereof; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuers or any Restricted Subsidiary.

Trans Union LLC may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuers could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof; or

-32-

(2) the Fixed Charge Coverage Ratio for the Issuers and the Restricted Subsidiaries would be greater than such ratio for the Issuers and the Restricted Subsidiaries immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by Trans Union LLC shall be notified by Trans Union LLC to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of Trans Union LLC or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nations under applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.

Term	Defined in Section
“Acceptable Commitment”	4.10
“Affiliate Transaction”	4.11
“Asset Sale Offer”	4.10
“Change of Control Offer”	4.14
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“incur”	4.09
“Legal Defeasance”	8.02
“Note Register”	2.03
“Offer Amount”	3.09
“Offer Period”	3.09
“Pari Passu Indebtedness”	4.10
“Paying Agent”	2.03
“Purchase Date”	3.09
“Redemption Date”	3.07
“Refinancing Indebtedness”	4.09
“Refunding Capital Stock”	4.07
“Registrar”	2.03
“Restricted Payments”	4.17
“Reversion Date”	4.16
“Second Commitment”	4.10
“Successor Company”	5.01
“Successor Person”	5.01
“Suspended Covenant”	4.16
“Suspension Period”	4.16

-33-

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Subsidiary Guarantees means the Issuers and the Subsidiary Guarantors, respectively, and any successor obligor upon the Notes and the Subsidiary Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

-34-

(c) “or” is not exclusive;

(d) words in the singular include the plural, and in the plural include the singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

(i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

-35-

(e) The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 120 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to

-36-

reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Note Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided, that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

(e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

At least one Officer shall execute the Notes on behalf of the Issuers by manual or facsimile signature.

-37-

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.03 Registrar and Paying Agent.

The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of its Subsidiaries may act as Paying Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuers or a Subsidiary) shall have no further liability for the money. If an Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

-38-

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days or (ii) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

-39-

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided, that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

-40-

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

-41-

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Issuers or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

-42-

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

-43-

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to the Issuers or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

-44-

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

-45-

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global

-46-

Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“This security has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. Neither this security nor any interest or participation herein may be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of in the absence of such registration or unless such transaction is exempt from, or not subject to, such registration. The holder of this security, by its acceptance hereof, agrees on its own behalf and on behalf of any investor account for which it has purchased securities, to offer, sell or otherwise transfer such security, prior to the date (the “Resale Restriction Termination Date”) that is [in the case of Rule 144A notes: one year (or such shorter period then required under Rule 144 or its successor rule)] [in the case of Regulation S notes: 40 days] after the later of the original issue date hereof and the last date on which the Issuers or any affiliate of any Issuer was the owner of this security (or any predecessor of such security), only (A) to an Issuer, (B) pursuant to a registration statement that has been declared effective under the Securities Act, (C) for so long as the securities are eligible for resale pursuant to Rule 144A under the Securities Act, to a person it reasonably believes is a “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (D) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (E) pursuant to another available exemption from the registration requirements of the Securities Act, subject to any Issuer’s and the Trustee’s right prior to any such offer, sale or transfer pursuant to clauses (D) or (E) to require the delivery of an opinion of counsel, certification and/ or other information satisfactory to each of them. This

-47-

legend will be removed upon the request of the holder after the Resale Restriction Termination Date. [In the case of Regulation S notes: by its acquisition hereof, the holder hereof represents that it is not a U.S. Person nor is it purchasing for the account of a U.S. Person and is acquiring this security in an offshore transaction in accordance with Regulation S under the Securities Act.]”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“This Global Note is held by the Depositary (as defined in the Indenture governing this Note) or its nominee in custody for the benefit of the beneficial owners hereof, and is not transferable to any person under any circumstances except that (i) the Trustee may make such notations hereon as may be required pursuant to Section 2.06(h) of the Indenture, (ii) this Global Note may be exchanged in whole but not in part pursuant to Section 2.06(a) of the Indenture, (iii) this Global Note may be delivered to the Trustee for cancellation pursuant to Section 2.11 of the Indenture and (iv) this Global Note may be transferred to a successor Depositary with the prior written consent of the Issuers. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depository Trust Company (55 Water Street, New York, New York) (“DTC”) to the Issuers or their agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE &Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to CEDE &Co. or such other entity as may be requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, CEDE &Co., has an interest herein.”

(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“The rights attaching to this Regulation S Temporary Global Note, and the conditions and procedures governing its exchange for certificated notes, are as specified in the Indenture (as defined herein).”

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time

-48-

prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

(iii) Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

-49-

(viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for its expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuers, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Affiliate of the Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not an Issuer or any obligor upon the Notes or any Affiliate of the Issuers or of such other obligor.

-50-

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuers upon the Issuers’ written request. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided, that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuers of such special record date. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

-51-

Section 2.13 CUSIP or ISIN Numbers

The Issuers in issuing the Notes may use CUSIP or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP or ISIN numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee of any change in the CUSIP or ISIN numbers.

ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee.

If the Issuers elect to redeem the Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least 10 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a Redemption Date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes, are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, or (c) by lot or by such other similar method in accordance with the procedures of DTC. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

Subject to Section 3.09 hereof, the Issuers shall mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with the procedures of the DTC, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 11 hereof. Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional.

-52-

The notice shall identify the Notes to be redeemed and shall state:

(a) the Redemption Date;

(b) the redemption price;

(c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note or otherwise reflect such reduction in accordance with the procedures of DTC;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ name and at its expense; provided, that the Issuers shall have delivered to the Trustee, at least 10 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price (except as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption.

-53-

Section 3.05 Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. (New York City time) on the Redemption Date or Purchase Date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraph, on and after the Redemption Date or Purchase Date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption Date or Purchase Date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date or Purchase Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date or Purchase Date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

Section 3.07 Optional Redemption.

(a) At any time prior to June 15, 2014, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) Until June 15, 2013, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 111.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of an Initial Public Offering to the extent such net cash proceeds are received by or contributed to Trans Union LLC; provided, that at least 65% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes that are Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 90 days of the date of closing of such Initial Public Offering.

-54-

(c) Except pursuant to clause (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to June 15, 2014.

(d) On and after June 15, 2014, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 15 of each of the years indicated below:

Year	Percentage
2014		105.688	%
2015		102.844	%
2016 and thereafter		100.000	%

(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Offers to Repurchase by Application of Excess Proceeds.

(a) In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

-55-

(ii) the Offer Amount, the purchase price and the Purchase Date;

(iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof;

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, shall be purchased); and

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the

-56-

extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Issuers shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than an Issuer or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Issuers shall maintain in the Borough of Manhattan in the City of New York an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, that no such designation or rescission shall in any manner relieve the Issuers of its obligation to maintain an office or agency in the Borough of Manhattan in the City of New York for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof.

-57-

Section 4.03 Reports and Other Information.

Whether or not required by the rules and regulations of the SEC, Trans Union LLC shall file the following information with the SEC from and after the Issue Date and as long as any Notes are outstanding:

(1) within 90 days after the end of each fiscal year (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of an annual report on Form 10-K by a non-accelerated filer), annual reports on Form 10-K, or any successor or comparable form;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a quarterly report on Form 10-Q by a non-accelerated filer), quarterly reports on Form 10-Q or any successor or comparable form; and

(3) promptly from time to time after the occurrence of an event required to be therein reported, current reports on Form 8-K or any successor or comparable form;

in each case, in a manner that complies in all material respects with the requirements specified in such form or any successor or comparable form. If not otherwise available on the SEC’s EDGAR system or any successor system, Trans Union LLC shall make such information available to the Trustee and Holders of the Notes (without exhibits) within 15 days after it files such information with the SEC, without cost to any Holder.

Notwithstanding the foregoing, Trans Union LLC shall not be obligated to file such reports with the SEC prior to the earlier of the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement or if the SEC does not permit such filing, in which event Trans Union LLC will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes:

(1) within 30 days, for annual reports;

(2) within 15 days, for quarterly reports; and

(3) within 6 Business Days for current reports;

in each case, after the time Trans Union LLC would be required to file such information with the SEC if it were a non-accelerated filer. In addition, to the extent not satisfied by the foregoing, Trans Union LLC will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to any prospective investor that certifies it is a Qualified Institutional Buyer (as defined in the Securities Act), upon request and if not previously provided, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Parent may satisfy the obligations of Trans Union LLC set forth above; provided, that (i) the information filed with the SEC or delivered to Holders pursuant to this covenant should include consolidated financial statements for Parent, Trans Union LLC, and its Subsidiaries and (ii) Parent is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of Trans Union LLC.

-58-

The requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. In addition, prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement, Trans Union LLC shall not be required to provide the information that would otherwise be required by Section 302 and 404 of the Sarbanes-Oxley Act of 2002 and Items 307, 308 or 308T of Regulation S-K in connection with any information provided under this Section 4.03.

Notwithstanding anything herein to the contrary, at any time prior to the first anniversary of the Issue Date, Trans Union LLC will not be deemed to have failed to comply with any of its agreements set forth under this Section 4.03 for purposes of clause (3) of Section 6.01(a) until 120 days after the date any report is required to be filed with the SEC (or provided to the Trustee or Holders of the Notes) pursuant to this Section 4.03.

Section 4.04 Compliance Certificate.

(a) The Issuers and each Note Guarantor (to the extent that such Note Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuers and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto).

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuers or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuers shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuers proposes to take with respect thereto.

Section 4.05 Taxes.

The Issuers shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Issuers and each of the Note Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuers and each of the Note Guarantors (to the extent that they may lawfully do so) hereby expressly waive all

-59-

benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Limitation on Restricted Payments.

(a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of the Issuers’, or any of the Restricted Subsidiaries’ Equity Interests, (including any dividend or distribution payable in connection with any merger or consolidation) other than:

(A) dividends, payments or distributions by the Issuers payable solely in Equity Interests (other than Disqualified Stock) of the Issuers; or

(B) dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, Trans Union LLC or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuers or any direct or indirect parent of Trans Union LLC, including Parent, held by Persons other than a Restricted Subsidiary, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(A) Indebtedness permitted under clauses (7) and (8) of Section 4.09(b) hereof; or

(B) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, Trans Union LLC could incur $1.00 of additional Indebtedness under Section 4.09(a) hereof; and

-60-

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments (the amount of any Restricted Payment, if made other than in cash, to be based upon the fair market value at the time of such Restricted Payment) made by the Issuers and the Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (7) and (12) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of Trans Union LLC for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date, to the end of Trans Union LLC’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by Trans Union LLC, of marketable securities or other property received by Trans Union LLC since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of:

(i)(A) Equity Interests of Trans Union LLC, but excluding cash proceeds and the fair market value, as determined in good faith by Trans Union LLC, of marketable securities or other property received from the sale of:

(x) Equity Interests of Trans Union LLC to members of management, directors or consultants of Trans Union LLC, any direct or indirect parent company of Trans Union LLC , including Parent, andTrans Union LLC’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (3) of Section 4.07(b) hereof; and

(y) Designated Preferred Stock; and

(B) to the extent such net cash proceeds are actually contributed to Trans Union LLC, Equity Interests of Trans Union LLC’s direct or indirect parent companies, including Parent (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof); or

(ii) debt securities or other Indebtedness of Trans Union LLC that has been converted into or exchanged for such Equity Interests of Trans Union LLC;

provided, however, that this clause (b) shall not include the proceeds from (X) Equity Interests or convertible debt securities of Trans Union LLC sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

-61-

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by Trans Union LLC or, if such fair market value exceeds $30.0 million, in writing by an Independent Financial Advisor, of marketable securities or other property contributed to the capital of Trans Union LLC following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) (other than by a Restricted Subsidiary and other than by any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by Trans Union LLC, of marketable securities or other property received by means of:

(i) the sale or other disposition (other than to the Issuers or a Restricted Subsidiary) of Restricted Investments made by the Issuers or any Restricted Subsidiary and repurchases and redemptions of such Restricted Investments from such Issuer or such Restricted Subsidiary and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuers or any Restricted Subsidiary, in each case after the Issue Date; or

(ii) the sale (other than to the Issuers or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by Trans Union LLC in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value exceeds $30.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent such Investment constituted a Permitted Investment.

(b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuers or a Note Guarantor by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuers or a Note Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:

(a) the principal amount of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

-62-

(b) such new Indebtedness is subordinated to the Notes or the applicable Note Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date either (i) equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired or (ii) at least 90 days following the final maturity date of the Notes; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(3) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of Trans Union LLC or any of its direct or indirect parent companies, including Parent, held by any future, present or former employee, director or consultant of Trans Union LLC, any of its Subsidiaries or any of its direct or indirect parent companies, including Parent, pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (3) do not exceed in any calendar year $10.0 million (which shall increase to $20.0 million subsequent to the consummation of a public Equity Offering of Trans Union LLC or any direct or indirect parent, including Parent) (with unused amounts in any calendar year being carried over to the next succeeding calendar year subject to a maximum (without giving effect to the following proviso) of $20.0 million (which shall increase to $40.0 million subsequent to the consummation of a public Equity Offering of Trans Union LLC or any direct or indirect parent, including Parent) in any calendar year); provided, further, that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of Trans Union LLC and, to the extent contributed to Trans Union LLC, Equity Interests of any of Trans Union LLC’s direct or indirect parent companies, including Parent, in each case to members of management, directors or consultants of Trans Union LLC, any of its Subsidiaries or any of its direct or indirect parent companies, including Parent, that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus

(b) the cash proceeds of key man life insurance policies received by Trans Union LLC or the Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (3);

and provided, further, that cancellation of Indebtedness owing to Trans Union LLC from members of management of Trans Union LLC, any of Trans Union LLC’s direct or indirect parent companies, including Parent, or any of the Restricted Subsidiaries in connection with a repurchase of Equity Interests of Trans Union LLC or any of its direct or indirect parent companies, including Parent, will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

-63-

(4) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of Trans Union LLC or any of its Restricted Subsidiaries issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”;

(5)(a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by Trans Union LLC after the Issue Date;

(b) the declaration and payment of dividends to any direct or indirect parent company of Trans Union LLC, including Parent, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent issued after the Issue Date;

provided, that (x) the amount of dividends paid pursuant to clause (a) or (b) of this clause (5) shall not exceed the aggregate amount of cash actually contributed to Trans Union LLC from the sale of such Designated Preferred Stock and (y) in the case of each of (a) and (b) of this clause (5), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuers and the Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(6) repurchases of Equity Interests deemed to occur upon, or cash payments in lieu of the issuance of fractional shares in connection with, in each case, the exercise of stock options, warrants or other securities convertible into or exchangeable for Equity Interests (or the declaration and payment of distributions or dividends, as applicable, or the making of loans, in each case, to any direct or indirect parent of Trans Union LLC, including Parent, to fund such repurchases or cash payments) if, (a) in the case of repurchases of Equity Interests, such Equity Interests represent a portion of the exercise price of such options or warrants or (b) in the case of cash payments, any such cash payment shall not be for the purpose of circumventing the limitation of the covenant described under this subheading (as determined in good faith by the Board of Directors of Trans Union LLC or any direct or indirect parent of Trans Union LLC, including Parent);

(7) the making (or declaration) and payment of distributions or dividends, as applicable, on Trans Union LLC’s common stock (or the payment of distributions or dividends, as applicable, to any direct or indirect parent of Trans Union LLC, including Parent, to fund a payment of dividends on such entity’s common stock), following the first public offering of Trans Union LLC’s common stock or the common stock of any of its direct or indirect parent companies, including Parent, after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to Trans Union LLC in or from any such public offering, other than public offerings with respect to Trans Union LLC’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(8) Restricted Payments that are made with Excluded Contributions;

-64-

(9) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (9) not to exceed $40.0 million;

(10) distributions or payments of Receivables Fees;

(11) any Restricted Payment made in connection with the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof (other than clause (2) thereof);

(12) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Sections 4.10 and Section 4.14 hereof; provided, that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(13) the declaration and payment of distributions or dividends, as applicable, by Trans Union LLC or its Restricted Subsidiaries to, or the making of loans to, any direct or indirect parent, including Parent (or, solely in the case of clause (b) below, to an Affiliate of Trans Union LLC that is the common parent of a consolidated, combined or unitary group including Trans Union LLC or any of its Restricted Subsidiaries, as applicable, for the purpose of income tax liabilities under the laws of any state of the United States, the District of Columbia, or any territory thereof), in amounts required for any such direct or indirect parents (or such Affiliates) to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of Trans Union LLC and/or its Restricted Subsidiaries (as applicable) and, to the extent of the amount actually received by Trans Union LLC (or its Restricted Subsidiaries) from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided, that in each case the amount of such payments in any taxable period does not exceed the amount that Trans Union LLC and/or its Restricted Subsidiaries (as applicable) would be required to pay in respect of federal, state and local income taxes for such taxable period were Trans Union LLC, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries (to the extent described above), as applicable, to pay such taxes separately from any such parent entity (or such Affiliate);

(c) customary salary, bonus, indemnification obligations and other benefits payable to directors, officers and employees of any direct or indirect parent company of Trans Union LLC, including Parent, to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of Trans Union LLC and its Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of Trans Union LLC, including Parent, to the extent such costs and expenses are attributable to the ownership or operation of Trans Union LLC and its Restricted Subsidiaries; and

(e) fees and expenses other than to Affiliates of Trans Union LLC related to any unsuccessful equity or debt offering or other financing transaction of such parent entity;

-65-

(14) the distribution, dividend or otherwise of shares of Capital Stock of, or Indebtedness owed to the Issuers or a Restricted Subsidiary of Trans Union LLC by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(15) payments and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of Trans Union LLC and the Restricted Subsidiaries taken as a whole that complies with the terms of this Indenture, including Section 5.01 hereof; provided, that payments and distributions shall be permitted under this clause (15) only to the extent they are not otherwise permitted under this Section 4.07; and

(16) the payment of dividends, other distributions and other amounts by the Issuers to, or the making of loans to, any direct or indirect parent of the Issuers, including Parent, in the amount required for such parent to, if applicable, pay amounts equal to amounts required for any direct or indirect parent of the Issuers, including Parent, if applicable, to pay interest and/or principal (including AHYDO Catch Up Payments) on Indebtedness the proceeds of which have been permanently contributed to Trans Union LLC or any Restricted Subsidiary and that has been guaranteed by, or is otherwise considered Indebtedness of, the Issuers or any Restricted Subsidiary incurred in accordance with Section 4.09; provided, that the proceeds contributed to Trans Union LLC or such Restricted Subsidiary shall not increase amounts available for Restricted Payments pursuant to clause (3) of the first paragraph of this Section 4.07; provided, further, that the aggregate amount of such dividends shall not exceed the amount of cash actually contributed to Trans Union LLC for the incurrence of such Indebtedness;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (9) and (14) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

For purposes of determining compliance with this Section 4.07, in the event that a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (16) in paragraph (b) above, or is entitled to be incurred pursuant to paragraph (a) above, Trans Union LLC will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment in any manner that complies with this Section 4.07.

(c) Trans Union LLC shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Trans Union LLC and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (8), (9) or (14) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

-66-

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries that are not Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1)(A) pay dividends or make any other distributions to the Issuers or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(B) pay any Indebtedness owed to the Issuers or any of the Restricted Subsidiaries;

(2) make loans or advances to the Issuers or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Issuers or any of the Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date or, including pursuant to the Senior Credit Facilities and the related documentation;

(2) this Indenture and the Notes;

(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by the Issuers or any of the Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Trans Union LLC pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof;

(10) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

-67-

(11) customary provisions contained in leases, subleases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(12) any Restricted Investment not prohibited by Section 4.07 and any Permitted Investment;

(13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Trans Union LLC, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(14) restrictions created in connection with any Receivables Facility that, in the good faith determination of Trans Union LLC are necessary or advisable to effect such Receivables Facility.

Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuers may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of the Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for Trans Union LLC’s most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Subsidiary Guarantors may not incur Indebtedness or issue any shares of Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $150.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Subsidiary Guarantors would be outstanding pursuant to this Section 4.09(a) and clauses (12)(b) and (14) of this Section 4.09.

(b) The provisions of Section 4.09(a) hereof shall not apply to:

(1) the incurrence of Indebtedness under Credit Facilities (which in the case of clause (ii) below shall be Secured Indebtedness) by the Issuers or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to

-68-

the face amount thereof), in an aggregate principal amount not to exceed the greater of (i) $1,440.0 million plus (x) the amount by which amounts outstanding under the term loan facility of the Senior Credit Facilities on the Issue Date exceed $940.0 million and (y) the amount by which aggregate commitments under the revolving credit facility of the Senior Credit Facilities as in effect on the Issue Date exceed $200.0 million or (ii) the maximum principal amount of Secured Indebtedness that could be incurred such that after giving effect to such incurrence, the Consolidated Secured Debt Ratio would be no greater than 3.0 to 1.0, in each case, outstanding at any one time, less the aggregate of mandatory principal payments actually made by the borrower thereunder in respect of Indebtedness thereunder with proceeds from an Asset Sale or series of related Asset Sales;

(2) the incurrence by the Issuers and any Subsidiary Guarantor of Indebtedness represented by the Notes (including any Subsidiary Guarantee) (other than any Additional Notes);

(3) Indebtedness of the Issuers and the Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuers or any of the Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, inlcuding, without limitation, through the direct purchase of assets or the Capital Stock of any Person owning such assets in an amount not to exceed the greater of (x) $30.0 million and (y) 1.0% of Adjusted Total Assets at the time of incurrence;

(5) Indebtedness incurred by the Issuers or any of the Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees, workers’ compensation claims, self-insurance obligations, bankers’ acceptances or similar instruments in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Issuers or the Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that with respect to dispositions the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuers and the Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Issuers to a Restricted Subsidiary; provided, that any such Indebtedness owing to a Restricted Subsidiary that is not a Subsidiary Guarantor is expressly subordinated in right of payment to the Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuers or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

-69-

(8) Indebtedness of a Restricted Subsidiary to the Issuers or another Restricted Subsidiary; provided, that if a Subsidiary Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness is expressly subordinated in right of payment to the Subsidiary Guarantee of the Notes of such Subsidiary Guarantor; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary of any such Indebtedness (except to the Issuers or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuers or another Restricted Subsidiary, provided, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuers or another of the Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause;

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);

(11) obligations in respect of performance, bid, appeal, statutory, export or import, customs, revenue and surety bonds and completion guarantees or similar instruments provided by the Issuers or any of the Restricted Subsidiaries in the ordinary course of business;

(12)(a) Indebtedness or Disqualified Stock of the Issuers and Indebtedness, Disqualified Stock or Preferred Stock of the Issuers or any Restricted Subsidiary equal to 100.0% of the net cash proceeds received by Trans Union LLC since immediately after the Issue Date from the issue or sale of Equity Interests of Trans Union LLC (or any direct or indirect parent of Trans Union LLC, including Parent) or cash contributed to the capital of Trans Union LLC (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to Trans Union LLC or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and

(b) Indebtedness or Disqualified Stock of Issuers and Indebtedness, Disqualified Stock or Preferred Stock of the Issuers or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $150.0 million; provided, however, that on a pro forma basis, together with any amounts incurred and outstanding by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to the second proviso to Section 4.09(a) and clause (14), no more than $150.0 million of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred pursuant to this clause (12)(b) shall be incurred by Restricted Subsidiaries that are not Subsidiary Guarantors (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Issuers or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (12)(b));

-70-

(13) the incurrence by the Issuers or any Restricted Subsidiary, of the Issuers of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) hereof and clauses (2) and (3) of this Section 4.09(b), this clause (13) and clause (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees and expenses in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Subsidiary Guarantee, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Subsidiary Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(C) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Trans Union LLC that is not a Subsidiary Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of Trans Union LLC;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Trans Union LLC, that is not a Subsidiary Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuers or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided, further, that subclause (A) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under a Credit Facility;

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuers or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Issuers or any Restricted Subsidiary or merged into the Issuers or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, that after giving effect to such acquisition or merger, either:

(a) the Issuers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or

-71-

(b) the Fixed Charge Coverage Ratio of Trans Union LLC and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger; provided, however, that on a pro forma basis, together with amounts incurred and outstanding pursuant to the second proviso to Section 4.09(a) hereof and clause (12)(b), no more than $150.0 million of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to this clause (14) shall be incurred and outstanding;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, that such Indebtedness is extinguished within two Business Days of its incurrence;

(16) Indebtedness of the Issuers or any of the Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17)(a) any guarantee by the Issuers or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuers, provided, that such guarantee is incurred in accordance with Section 4.15 hereof;

(18) Indebtedness of Foreign Subsidiaries of Trans Union LLC incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (18) the greater of (x) $25.0 million and (y) 10.0% of the proportion of the Adjusted Total Assets represented by the Foreign Subsidiaries of Trans Union LLC (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which such Foreign Subsidiary could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (18));

(19) Indebtedness of the Issuers or any of the Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(20) Indebtedness consisting of Indebtedness issued by the Issuers or any of the Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of Trans Union LLC or any direct or indirect parent company of Trans Union LLC, including Parent, to the extent described in clause (3) of Section 4.07(b) hereof;

(21) Indebtedness of the Issuers or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes as described in Article 8 or Section 11.01 hereof; and

-72-

(22) cash management obligations and Indebtedness of Foreign Subsidiaries in respect of netting services, overdraft facilities, employee credit card programs, Cash Pooling Arrangements or similar arrangements in connection with cash management and deposit accounts; provided, that with respect to any Cash Pooling Arrangements, the total amount of all deposits subject to any such Cash Pooling Arrangement at all times equals or exceeds the total amount of overdrafts that may be subject to such Cash Pooling Arrangements.

(c) Notwithstanding Sections 4.09(a) and 4.09(b) and except for Indebtedness, Disqualified Stock and Preferred Stock incurred under the revolving portion of the Senior Credit Facilities or Refinancing Indebtedness incurred under clause (13) or Indebtedness incurred under clauses (7), (8), (9), (10), (11), (15), (16), (17), (19) and (21) of Section 4.09(b), the Issuers will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly incur any Indebtedness or issue any share of Disqualified Stock or Preferred Stock unless the Consolidated Total Debt Ratio for Trans Union LLC’s most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been less than 6.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

(d) For purposes of determining compliance with this Section 4.09:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (22) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, Trans Union LLC, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided, that all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof; and

(2) at the time of incurrence, Trans Union LLC shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof.

Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09 or, for purposes of Section 4.12, provided, that, in each case, any such additional Indebtedness shall be included in the definition of “Consolidated Total Indebtedness.”

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

-73-

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Notwithstanding anything to the contrary, the Issuers shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuers or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuers or such Subsidiary Guarantor, as the case may be. For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Section 4.10 Asset Sales.

(a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to consummate an Asset Sale, unless:

(1) Trans Union LLC or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by Trans Union LLC) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by Trans Union LLC or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, that the amount of:

(A) any liabilities (as shown on Trans Union LLC’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of Trans Union LLC or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which Trans Union LLC and all of its Restricted Subsidiaries have been validly released by all creditors in writing;

(B) any securities received by Trans Union LLC or such Restricted Subsidiary from such transferee that are converted by Trans Union LLC or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale; and

(C) any Designated Non-cash Consideration received by Trans Union LLC or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) (other than securities received and not yet liquidated pursuant to clause (B) that are at that time outstanding), not to exceed 2.5% of Adjusted Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value;

-74-

shall be deemed to be cash for purposes of this provision and for no other purpose.

(b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale, Trans Union LLC or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to reduce:

(A) Obligations under the Senior Credit Facilities and, if the Obligations repaid are revolving credit Obligations, to correspondingly reduce commitments with respect thereto;

(B) Obligations under Senior Indebtedness that is secured by a Lien and, if the Obligations repaid are revolving credit Obligations, to correspondingly reduce commitments with respect thereto;

(C) Obligations under other Senior Indebtedness (and, if the Obligations repaid are revolving credit Obligations, to correspondingly reduce commitments with respect thereto), provided, that the Issuers shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or

(D) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Issuers or another Restricted Subsidiary;

(2) to make (A) an Investment in any one or more businesses, provided, that such Investment in any business is in the form of the acquisition of Capital Stock and results in Trans Union LLC or one of the Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, including Capital Stock, in each of (A), (B) and (C), used or useful in a Similar Business;

(3) to make an investment in (A) any one or more businesses, provided, that such Investment in any business is in the form of the acquisition of Capital Stock and results in Trans Union LLC or one of the Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) acquisitions of other assets, including Capital Stock, that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale; or

(4) any combination of the foregoing;

provided, that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as Trans Union LLC, or such Restricted Subsidiary enters into such commitment with the good faith expectation that such

-75-

Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuers or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that if no Second Commitment is entered into or any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

(c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $2,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $20.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(e) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

(f) Notwithstanding the foregoing, the following Asset Sales shall not be subject to Section 4.10(a) (but any Net Proceeds therefrom shall otherwise be applied in accordance with Section 4.10(b)):

(1) transfers of property subject to casualty or condemnation proceedings; and

(2) dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between, the joint venture parties set forth in joint venture and similar binding agreements.

-76-

Section 4.11 Transactions with Affiliates.

(a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuers, taken as a whole, or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuers or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuers deliver to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of (x) $10.0 million, a resolution adopted by the majority of the Board of Directors of Trans Union LLC approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a) and (y) $35.0 million, an opinion from an Independent Financial Advisor that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

(b) The provisions of Section 4.11(a) hereof shall not apply to the following:

(1) transactions between or among the Issuers or any of the Restricted Subsidiaries;

(2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”;

(3) the payment of management, consulting, monitoring and advisory fees and related expenses to the Permitted Holders in an amount not to exceed $5.0 million in the aggregate in any calendar year;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of Issuers, any of Trans Union LLC’s direct or indirect parent companies, including Parent, or any of the Restricted Subsidiaries;

(5) transactions in which the Issuers or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuers, taken as a whole, or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuers, taken as a whole, or such relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuers, taken as a whole, or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

-77-

(7) the existence of, or the performance by the Issuers or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuers or any of the Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in the Offering Memorandum;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuers and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of Trans Union LLC or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of Trans Union LLC to any Permitted Holder or to any director, officer, employee or consultant;

(11) sales of accounts receivable, or participations therein, or any other transaction effected in connection with any Receivables Facility;

(12) payments by the Issuers or any of the Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of Trans Union LLC in good faith;

(13) payments or loans (or cancellation of loans) to employees or consultants of Trans Union LLC, any of its direct or indirect parent companies, including Parent, or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by Trans Union LLC in good faith;

(14) any transaction permitted by Section 5.01 hereof;

(15) transactions with a Person (other than an Unrestricted Subsidiary of Trans Union LLC) that is an Affiliate of the Issuers solely because Trans Union LLC owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(16) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business;

(17) any contributions to the common equity capital of Trans Union LLC;

(18) pledges of Equity Interests of Unrestricted Subsidiaries; and

(19) transactions between the Issuers or any of the Restricted Subsidiaries and any Person, a director of which is also a director of the Issuers or any direct or indirect parent of the Issuers, including Parent; provided, however, that such director abstains from voting as a director of the Issuers or such direct or indirect parent of the Issuers, including Parent, as the case may be, on any matter involving such other Person.

-78-

Section 4.12 Liens.

The Issuers shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or allow to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related Subsidiary Guarantee, on any asset or property of the Issuers or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Subsidiary Guarantees are secured by a Lien on such assets or property that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Subsidiary Guarantees are equally and ratably secured, except that the foregoing shall not apply to (A) Liens securing the Notes and the related Subsidiary Guarantees and (B) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b) hereof.

Section 4.13 Existence.

Subject to Article 5 hereof, the Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) their corporate or other existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuers or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuers and its Restricted Subsidiaries; provided, that the Issuers shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Issuers in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and its Restricted Subsidiaries, taken as a whole.

Section 4.14 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

-79-

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided, that the Paying Agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and

(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.14 by virtue thereof.

(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law:

(1) accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer;

-80-

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.07, unless and until there is a Default in the payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

The Issuers shall not permit any of Trans Union LLC’s Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuers or a Subsidiary Guarantor), other than a Subsidiary Guarantor or a Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Issuers or any other Subsidiary Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Subsidiary Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuers or any Subsidiary Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;

(2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuers or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; and

(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(a) such Subsidiary Guarantee has been duly executed and authorized; and

(b) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

-81-

provided, that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Section 4.16 Suspension of Covenants.

(a) If after the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day and subject to Section 4.16(b), Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.15 hereof and clause (4) of Section 5.01 hereof will be suspended (collectively, the “Suspended Covenants”).

(b) During any period that the foregoing covenants have been suspended, Trans Union LLC’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (as defined below) and the Issuers and any of the Restricted Subsidiaries will be permitted, without causing a Default or Event of Default, to honor or otherwise perform any contractual commitments or obligations in the future after any date on which the Notes no longer have an Investment Grade Rating from both of the Rating Agencies as long as such contractual commitments or obligations were entered into during the Suspension Period and not in anticipation of the Notes no longer having an Investment Grade Rating from both of the Rating Agencies.

(c) Notwithstanding the foregoing, if on any subsequent date one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, the foregoing covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Indebtedness) and Disqualified Stock or Preferred Stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (3) of Section 4.09(b). Calculations under the reinstated Section 4.09 will be made as if Section 4.09 had been in effect prior to, but not during, the period that Section 4.09 was suspended as set forth above; provided, for the sake of clarity, that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.09 was suspended. For purposes of determining compliance with Section 4.10, the Excess Proceeds from all Asset Sales not applied in accordance with such covenant will be deemed to be reset to zero after the Reversion Date.

(d) The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16.

Section 4.17 Restrictions on Activities of Co-Issuer.

The Co-Issuer may not hold any material assets, become liable for any material obligations or engage in any business activities or operations; provided, that the Co-Issuer may be a co-obligor with respect to Indebtedness (including, for the avoidance of doubt, the Notes) if Trans Union LLC is a primary obligor on such Indebtedness, the net proceeds of such Indebtedness are received by Trans Union LLC or one or more of the Restricted Subsidiaries and such Indebtedness is otherwise permitted to be incurred under this Indenture.

-82-

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

(a) The Issuers shall not consolidate or merge with or into or wind up into (whether or not one of the Issuers is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their properties or assets, in one or more related transactions, to any Person unless:

(1) either: (x) one of the Issuers is the surviving corporation; or (y) the Person formed by or surviving any such consolidation or merger (if other than one of the Issuers) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if other than one of the Issuers, expressly assumes all the obligations of the Issuers under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists that shall not have been cured or waived;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period:

(A) the Issuers or the Successor Company, as applicable, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or

(B) the Fixed Charge Coverage Ratio for the Successor Company, the Issuers and the Restricted Subsidiaries, as applicable, would be greater than such ratio for the Issuers and the Restricted Subsidiaries immediately prior to such transaction;

(5) each Subsidiary Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement; and

(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

Notwithstanding the foregoing:

(x) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to Trans Union LLC (in which case clauses (3), (4), (5) and (6) of Section 5.01(a) will not apply); and

-83-

(y) either Issuer may merge with an Affiliate of such Issuer, as the case may be, solely for the purpose of reincorporating such Issuer in a State of the United States so long as the amount of Indebtedness of the Issuers and Trans Union LLC’s Restricted Subsidiaries is not increased thereby (in which case clauses (3), (4), (5) and (6) of Section 5.01(a) will not apply).

(c) Subject to certain limitations described in this Indenture governing release of a Subsidiary Guarantee upon the sale, disposition or transfer of a Subsidiary Guarantor, no Subsidiary Guarantor shall, and the Issuers shall not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1)(A) such Subsidiary Guarantor is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation or other entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Subsidiary Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Subsidiary Guarantor’s related Subsidiary Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists that shall not have been cured or waived; and

(D) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2) the transaction is made in compliance with Section 4.10 hereof.

(d) Notwithstanding the foregoing, any Subsidiary Guarantor may merge into or transfer all or part of its properties and assets to another Subsidiary Guarantor or Trans Union LLC.

(e) Notwithstanding anything to the contrary, the mergers contemplated by the Transaction Agreement shall be permitted without compliance with this Section 5.01.

Section 5.02 Successor Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of an Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, such Issuer (or such other predecessor company, as the case may be) or such Subsidiary Guarantor will be released from its obligations under the Indenture and the Notes or Subsidiary Guarantee, as applicable, and the Successor Company or Successor Person, as applicable, shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to such Issuer or such Subsidiary Guarantor shall refer instead to the Successor Company or Successor Person, as applicable, and not to such Issuer or such Subsidiary Guarantor), and may exercise every right and power of an Issuer or Subsidiary Guarantor under this Indenture with the same effect as if such Successor Company or Successor Person, as applicable, had been named as an Issuer or Subsidiary Guarantor herein.

-84-

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

(a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes;

(3) failure by the Issuers or any Subsidiary Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above and except as set forth in the last paragraph of Section 4.03) contained in this Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuers, Parent or any of the Restricted Subsidiaries or the payment of which is guaranteed by the Issuers or any of the Restricted Subsidiaries, other than Indebtedness owed to the Issuers or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more at any one time outstanding;

(5) failure by the Issuers or any Significant Subsidiary of Trans Union LLC to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

-85-

(6) the Issuers or any of the Restricted Subsidiaries that is a Significant Subsidiary of Trans Union LLC or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary of Trans Union LLC, pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Issuers or any of Trans Union LLC’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Issuers or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuers or any of Trans Union LLC’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Issuers or any of Trans Union LLC’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(iii) orders the liquidation of the Issuers or any of Trans Union LLC’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8) the Subsidiary Guarantee of any Significant Subsidiary of Trans Union LLC shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Subsidiary Guarantor that is a Significant Subsidiary of Trans Union LLC, as the case may be, denies that it has any further liability under its Subsidiary Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Subsidiary Guarantee in accordance with this Indenture.

-86-

(b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Section 6.02 Acceleration.

If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and has not been cured or waived under this Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02

-87-

hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee; provided, that such direction shall not conflict with law or this Indenture. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability. Prior to taking any action hereunder, the Trustee shall be entitled to security or indemnity against all losses and expenses caused by taking or not taking such action reasonably satisfactory to the Trustee.

Section 6.06 Limitation on Suits.

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

-88-

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Subsidiary Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such

-89-

compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13 Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

(i) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

(ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and

(iii) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Note Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

-90-

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

-91-

(c) The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(d) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary.

(e) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(f) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuers.

(g) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk, liability, cost or expense is not assured to it.

(h) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture

(i) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(k) In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee, if so required at such time, or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

-92-

Section 7.04 Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.

Section 7.06 Reports by Trustee to Holders of the Notes.

Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

The Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Subsidiary Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee and its officers, directors, employees and agents harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any of the Subsidiary Guarantors

-93-

(including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuers or any Subsidiary Guarantor, or liability in connective with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of its obligations hereunder. The Issuers shall defend the claim and the Trustee may have one separate counsel and the Issuers shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the payment obligations of the Issuers and the Subsidiary Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

-94-

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Issuers.

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

-95-

Section 8.02 Legal Defeasance and Discharge.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Note Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(b) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(d) this Section 8.02.

Subject to compliance with this Article 8, the Issuers may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

-96-

Section 8.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular Redemption Date;

(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions:

(a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law;

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, an Issuer or any Note Guarantor is a party or by which an Issuer or any Note Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith);

-97-

(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over, defeating, hindering, delaying or defrauding any creditors of the Issuers or any Note Guarantor or others; and

(7) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers or a Subsidiary Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuers.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on its request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

-98-

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, that, if the Issuers make any payment of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Issuers, any Note Guarantor (with respect to a Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Note Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with Section 5.01 hereof;

(4) to provide the assumption of the Issuers’ or any Note Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Note Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Note Guarantor under this Indenture, or to modify this Indenture in connection with the addition of a Note Guarantor;

(11) to conform the text of this Indenture, Note Guarantees or the Notes to any provision of the “Description of the notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Note Guarantee or Notes; or

-99-

(12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

Upon the request of the Issuers accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers and the Note Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Note Guarantor under this Indenture upon execution and delivery by such Note Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuers accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

-100-

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Note Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or

(10) except as expressly permitted by this Indenture, modify the Subsidiary Guarantees of any Significant Subsidiary of Trans Union LLC in any manner adverse to the Holders of the Notes.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

-101-

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amendment, supplement or waiver until the Board of Directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Note Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). The Trustee shall also be entitled to request indemnity reasonably satisfactory to it in connection with signing an amendment, supplement or waiver.

-102-

ARTICLE 10

GUARANTEES

Section 10.01 Guarantee.

Subject to this Article 10, from and after the consummation of the Acquisition, each of the Note Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Note Guarantors shall be jointly and severally obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Note Guarantor further agrees that, as between the Note Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees.

Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by

-103-

law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Note Guarantee issued by any Note Guarantor shall be a general unsecured senior obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Note Guarantor, if any.

Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 10.02 Limitation on Guarantor Liability.

Each Note Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Note Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Note Guarantors hereby irrevocably agree that the obligations of each Note Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Note Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under this Article 10, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Note Guarantor that makes a payment under its Note Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Note Guarantor in an amount equal to such other Note Guarantor’s pro rata portion of such payment based on the respective net assets of all the Note Guarantors at the time of such payment determined in accordance with GAAP.

Section 10.03 Execution and Delivery.

To evidence its Note Guarantee set forth in Section 10.01 hereof, each Note Guarantor hereby agrees that this Indenture shall be executed on behalf of such Note Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents.

Each Note Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless.

-104-

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Note Guarantors.

If required by Section 4.15 hereof, the Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Section 10.04 Subrogation.

Each Note Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Note Guarantor pursuant to the provisions of Section 10.01 hereof; provided, that, if an Event of Default has occurred and is continuing, no Note Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

Section 10.05 Benefits Acknowledged.

Each Note Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.

Section 10.06 Release of Subsidiary Guarantees.

A Subsidiary Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Subsidiary Guarantor, the Issuers or the Trustee is required for the release of such Subsidiary Guarantor’s Subsidiary Guarantee, upon:

(A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Subsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Subsidiary Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

(B) the release or discharge of the guarantee by such Subsidiary Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Subsidiary Guarantee;

(C) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or

(D) the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture.

-105-

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2)(A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers and an Issuer or any Note Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, or in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which an Issuer or any Note Guarantor is a party or by which an Issuer or any Note Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith);

(C) the Issuers have paid or caused to be paid all sums payable by them under this Indenture; and

(D) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive.

-106-

Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Subsidiary Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided, that if the Issuers have made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 12.02 Notices.

Any notice or communication by the Issuers, any Note Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers and/or any Note Guarantor:

c/o Trans Union LLC

555 West Adams Street

Chicago, IL 60661

Fax No.: (312) 466-7706

Attention: General Counsel

-107-

If to the Trustee:

Wells Fargo Bank, National Association

Corporate Trust Administration

230 W. Monroe Street

Suite 2900

Chicago, IL 60606

Fax No.: 312-726-2158

Attention: Trans Union Administrator

The Issuers, any Note Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided, that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers or any of the Note Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Note Guarantor, as the case may be, shall furnish to the Trustee:

(a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

-108-

(b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 12.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of the Issuers or any Subsidiary Guarantor or any of their direct or indirect parent companies, including Parent, shall have any liability for any obligations of the Issuers or the Subsidiary Guarantors under the Notes, the Subsidiary Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.08 Governing Law.

This Indenture, the Notes and any Guarantee will be governed by and construed in accordance with the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that application of laws of another jurisdiction would be required thereby.

Section 12.09 Waiver of Jury Trial.

Each of the Issuers, the Note Guarantors and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Notes or the Transactions contemplated hereby.

-109-

Section 12.10 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or other force majeure events, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 12.11 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.12 Successors.

All agreements of the Issuers in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Note Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.

Section 12.13 Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.14 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile, .pdf or similar electronic transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf or similar electronic transmission shall be deemed to be their original signatures for all purposes.

Section 12.15 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.16 Qualification of Indenture.

The Issuers and the Note Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the Note Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers and the Note Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

-110-

Section 12.17 Submission to Jurisdiction and Venue.

All judicial proceedings brought against any party arising out of or relating hereto, may be brought in any state or federal court of competent jurisdiction in the State, County and City of New York. By executing and delivering this Indenture, each party, for itself and in connection with its properties, irrevocably submits to and accepts generally and unconditionally the nonexclusive jurisdiction and venue of such courts; agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to the applicable party; agrees that service as provided above is sufficient to confer personal jurisdiction over the applicable party in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and agrees each other party retains the right to serve process in any other manner permitted by law or to bring proceedings against any party in the courts of any other jurisdiction having jurisdiction over such party.

Section 12.18 U.S.A. Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, identify and record information that identifies each person or legal entity that establishes an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A Patriot Act.

[Signatures on following page]

-111-

TRANS UNION LLC
By:     /s/ Samuel A. Hamood
	Name:	Samuel A. Hamood
	Title:	Executive Vice President and
		Chief Financial Officer
TRANSUNION FINANCING CORPORATION
By:     /s/ Samuel A. Hamood
	Name:	Samuel A. Hamood
	Title:	Executive Vice President,
		Chief Financial Officer and
		Treasurer

Signature Page to Senior Indenture

DIVERSIFIED DATA DEVELOPMENT
CORPORATION
MEDDATA HEALTH LLC
TRANSUNION CORP.
TRANSUNION INTERACTIVE, INC.
TRANSUNION RENTAL SCREENING
SOLUTIONS, INC.
TRANSUNION TELEDATA LLC
VISIONARY SYSTEMS, INC.
By:	/s/ Samuel A. Hamood
	Name:	Samuel A. Hamood
	Title:	Executive Vice President and Chief Financial Officer of Diversified Data Development Corporation, MedData Health LLC, TransUnion Corp., TransUnion Interactive, Inc. and TransUnion Rental Screening Solutions, Inc., Executive Vice President, Chief Financial Officer and Vice President of Planning and Consulting Services of TransUnion TeleData LLC and Vice President of Visionary Systems, Inc.

Signature Page to Senior Indenture

WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By:     /s/ Gregory S. Clarke
	Name:	Gregory S. Clarke
	Title:	Vice President

Signature Page to Senior Indenture

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

A-1-1

CUSIP [                    ]

ISIN [                    ]¹

[[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

$            ]

11  ³/8% Senior Notes due 2018

No.      [$            ]

TRANS UNION LLC

TRANSUNION FINANCING CORPORATION

promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                      United States Dollars] on June 15, 2018.

Interest Payment Dates: June 15 and December 15

Record Dates: June 1 and December 1

¹ Rule 144A Note CUSIP: 893342AA3

Rule 144A Note ISIN: US893342AA37

Regulation S Note CUSIP: U89366AA3

Regulation S Note ISIN: USU89366AA36

Exchange Note CUSIP: 893342AC9

Exchange Note ISIN: US893342AC92

A-1-2

IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.

Dated: June 15, 2010

TRANS UNION LLC
By:
	Name:
	Title:
TRANSUNION FINANCING CORPORATION
By:
	Name:
	Title:

A-1-3

This is one of the Notes referred to in the within-mentioned Indenture:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as

Trustee

By:

Authorized Signatory

A-1-4

[Back of Note]

11  ³/8% Senior Notes due 2018

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest. Trans Union LLC, a Delaware limited liability company (“Trans Union LLC”) and TransUnion Financing Corporation, a Delaware corporation (“Co-Issuer” and, together with Trans Union LLC, the “Issuers”), promises to pay interest on the principal amount of this Note at 11 ³/8% per annum from June 15, 2010 until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, that the first Interest Payment Date shall be December 15, 2010. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. Method of Payment. The Issuers will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided, that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. The Issuers or any of Trans Union LLC’s Subsidiaries may act in any such capacity.

4. Indenture. The Issuers issued the Notes under an Indenture, dated as of June 15, 2010 (the “Indenture”), among Trans Union LLC, TransUnion Financing Corporation, the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as the 11  ³/8 % Senior Notes due 2018. The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The Notes (including any Exchange Notes issued in exchange therefor) (collectively, referred to herein as the “Notes”) and any Additional Notes will be separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

A-1-5

5. Optional Redemption.

(a) Except as described below under clauses 5(b) and 5(c) hereof, the Notes will not be redeemable at the Issuers’ option before June 15, 2014.

(b) At any time prior to June 15, 2014, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) Until June 15, 2013, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 111.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Initial Public Offerings to the extent such net cash proceeds are received by or contributed to Trans Union LLC; provided, that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 90 days of the date of closing of such Initial Public Offering.

(d) On and after June 15, 2014, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 15 of each of the years indicated below:

Year	Percentage
2014		105.688	%
2015		102.844	%
2016 and thereafter		100.000	%

(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. Mandatory Redemption. The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

A-1-6

7. Notice of Redemption. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date (except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.

8. Offers to Repurchase.

(a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b) If the Issuers or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $20.0 million, the Issuers shall commence an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

10. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

A-1-7

11. Amendment, Supplement and Waiver. The Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12. Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers and each Note Guarantor (to the extent that such Note Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers proposes to take with respect thereto.

13. Authentication. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of June 15, 2010, among the Issuers, the Note Guarantors and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

15. Governing Law. The laws of the State of New York shall govern and be used to construe the Indenture, the Notes and the Guarantees, but without giving effect to applicable principles of conflicts of law to the extent that application of laws of another jurisdiction would be required hereby.

16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

A-1-8

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuers at the following address:

555 West Adams Street

Chicago, IL 60661

Fax No.: (312) 466-7706

Attention: General Counsel

A-1-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’ legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)

and irrevocably appoint  

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                                          

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-1-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

[    ] Section 4.10             [    ] Section 4.14

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$            

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Tax Identification No.:

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-1-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $            . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Note Custodian

* This schedule should be included only if the Note is issued in global form.

A-1-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Trans Union LLC

TransUnion Financing Corporation

555 West Adams Street

Chicago, IL 60661

Fax No.: (312) 466-7706

Attention: General Counsel

Wells Fargo Bank, National Association

MAC N9303-121

608-2nd Avenue South

Minneapolis, MN 55479

Attention: DAPS Reorg.

Fax No.: (312) 726-2158

Re: 11 ³/8% Senior Notes due 2018

Reference is hereby made to the Indenture, dated as of June 15, 2010 (the “Indenture”), among Trans Union LLC, TransUnion Financing Corporation, the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $             in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

2. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf

B-1

reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3. [    ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) [    ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) [    ] such Transfer is being effected to the Issuers or a subsidiary thereof;

or

(c) [    ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) [    ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) [    ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the

B-2

Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) [    ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

B-3

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) [    ] a beneficial interest in the:

(i) [    ] 144A Global Note (CUSIP 893342AA3), or

(ii) [    ] Regulation S Global Note (CUSIP U89366AA3), or

(b) [    ] a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) [    ] a beneficial interest in the:

(i) [    ] 144A Global Note (CUSIP 893342AA3), or

(ii) [    ] Regulation S Global Note (CUSIP U89366AA3), or

(iii) [    ] Unrestricted Global Note (CUSIP 893342AC9); or

(b) [    ] a Restricted Definitive Note; or

(c) [    ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Trans Union LLC

TransUnion Financing Corporation

555 West Adams Street

Chicago, IL 60661

Fax No.: (312) 466-7706

Attention: General Counsel

Wells Fargo Bank, National Association

MAC N9303-121

608-2nd Avenue South

Minneapolis, MN 55479

Attention: DAPS Reorg.

Fax No.: (312) 726-2158

Re: 11 ³/8% Senior Notes due 2018

Reference is hereby made to the Indenture, dated as of June 15, 2010 (the “Indenture”), among Trans Union LLC, TransUnion Financing Corporation, the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $             in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

b) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global

C-1

Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial

C-2

interest in the [CHECK ONE] [    ] 144A Global Note [    ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated                             .

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

C-3

EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT NOTE GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , among              (the “Guaranteeing Subsidiary”), a subsidiary of Trans Union LLC (“Trans Union LLC”) and TransUnion Financing Corporation, a Delaware corporation (“Co-Issuer” and, together with Trans Union LLC, the “Issuers”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers and the Note Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of June 15, 2010, providing for the issuance of an unlimited aggregate principal amount of 11  ³/8% Senior Notes due 2018 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Subsidiary Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or

D-1

performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Subsidiary Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Subsidiary Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Subsidiary Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

(h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

D-2

(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with all existing or future Senior Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuers or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)(A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

D-3

(C) immediately after such transaction, no Default exists; and

(D) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii) the transaction is made in compliance with Section 4.10 of the Indenture;

(b) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Subsidiary Guarantor in accordance with Section 5.01 of the Indenture, such Subsidiary Guarantor will be released from its obligations under the Indenture and Subsidiary Guarantee and the Successor Person shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of the Indenture referring to such Subsidiary Guarantor shall refer instead to the Successor Person and not to such Subsidiary Guarantor), and may exercise every right and power of a Subsidiary Guarantor under the Indenture with the same effect as if such Successor Person had been named as a Subsidiary Guarantor therein.

(5) Releases.

The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(1)(A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(B) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

(D) the Issuers exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Subsidiary Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the

D-4

Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(7) Governing Law. This Supplemental Indenture will be governed by and construed in accordance with the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that application of laws of another jurisdiction would be required thereby.

(8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided, that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

D-5

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By:
	Name:
	Title:

D-6

EX-4.2

Exhibit 4.2

TRANS UNION LLC

TRANSUNION FINANCING CORPORATION

11 ³/8% Senior Notes due 2018

This Global Note is held by the Depositary (as defined in the Indenture governing this Note) or its nominee in custody for the benefit of the beneficial owners hereof, and is not transferable to any person under any circumstances except that (i) the Trustee may make such notations hereon as may be required pursuant to Section 2.06(h) of the Indenture, (ii) this Global Note may be exchanged in whole but not in part pursuant to Section 2.06(a) of the Indenture, (iii) this Global Note may be delivered to the Trustee for cancellation pursuant to Section 2.11 of the Indenture and (iv) this Global Note may be transferred to a successor Depositary with the prior written consent of the Issuers. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depository Trust Company (55 Water Street, New York, New York) (“DTC”) to the Issuers or their agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE &Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to CEDE &Co. or such other entity as may be requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, CEDE &Co., has an interest herein.

CUSIP 893342AC9

ISIN US893342AC92

GLOBAL NOTE

representing up to

$                    

11 ³/8% Senior Notes due 2018

No. B- $                    

TRANS UNION LLC

TRANSUNION FINANCING CORPORATION

promises to pay to CEDE & CO. or registered assigns, the principal sum of                              Million United States Dollars on June 15, 2018.

Interest Payment Dates: June 15 and December 15

Record Dates: June 1 and December 1

- 2 -

IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.

Dated:                 , 2011

TRANS UNION LLC
By:
	Name:
	Title:
TRANSUNION FINANCING CORPORATION
By:
	Name:
	Title:

- 3 -

This is one of the Notes referred to in the within-mentioned Indenture:

WELLS FARGO BANK,
NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By:
	Authorized Signatory

- 4 -

TRANS UNION LLC

TRANSUNION FINANCING CORPORATION

11  ³/8% Senior Notes due 2018

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.         Interest.  Trans Union LLC, a Delaware limited liability company (“Trans Union LLC”) and TransUnion Financing Corporation, a Delaware corporation (“Co-Issuer” and, together with Trans Union LLC, the “Issuers”), promises to pay interest on the principal amount of this Note at 11 ³/8% per annum from                     , 2011 until maturity. The Issuers will pay interest semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, that the first Interest Payment Date shall be                      15, 2011. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2.         Method of Payment.  The Issuers will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided, that payment by wire transfer of immediately available funds will be required with respect to principal of, and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.         Paying Agent and Registrar.  Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. The Issuers or any of Trans Union LLC’s Subsidiaries may act in any such capacity.

4.         Indenture.  The Issuers issued the Notes under an Indenture, dated as of June 15, 2010 (the “Indenture”), among Trans Union LLC, TransUnion Financing Corporation, the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as the 11 ³/8 % Senior Notes due 2018. The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The Notes (the “Notes”) and any Additional Notes will be separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

- 5 -

5.         Optional Redemption.

(a)         Except as described below under clauses 5(b) and 5(c) hereof, the Notes will not be redeemable at the Issuers’ option before June 15, 2014.

(b)         At any time prior to June 15, 2014, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, and accrued and unpaid interest, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c)         Until June 15, 2013, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 111.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Initial Public Offerings to the extent such net cash proceeds are received by or contributed to Trans Union LLC; provided, that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 90 days of the date of closing of such Initial Public Offering.

(d)         On and after June 15, 2014, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 15 of each of the years indicated below:

Year	Percentage
2014		105.688	%
2015		102.844	%
2016 and thereafter		100.000	%

(e)         Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6.         Mandatory Redemption. The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7.         Notice of Redemption. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date (except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be

- 6 -

redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.

8.         Offers to Repurchase.

(a)         Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b)         If the Issuers or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $20.0 million, the Issuers shall commence an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

9.         Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

10.         Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

11.         Amendment, Supplement and Waiver. The Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12.         Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the

- 7 -

Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers and each Note Guarantor (to the extent that such Note Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers proposes to take with respect thereto.

13.         Authentication. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14.         Governing Law. The laws of the State of New York shall govern and be used to construe the Indenture, the Notes and the Guarantees, but without giving effect to applicable principles of conflicts of law to the extent that application of laws of another jurisdiction would be required thereby.

15.         CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuers at the following address:

555 West Adams Street

Chicago, IL 60661

Fax No.: (312) 466-7706

Attention: General Counsel

- 8 -

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                              

(Insert assignee’ legal name)                    

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                                            

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other

signature guarantor acceptable to the Trustee).

- 9 -

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

[    ] Section 4.10         [    ] Section 4.14

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                                 

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other

signature guarantor acceptable to the Trustee).

- 10 -

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The initial outstanding principal amount of this Global Note is $                    . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of
decrease
in Principal
Amount Amount of increase
in Principal
Amount of this
Global Note Principal Amount
of
this Global Note
following such
decrease or
increase Signature of
authorized officer
of Trustee or
Note Custodian

- 11 -

EX-4.3

Exhibit 4.3

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated June 15, 2010 (the “Agreement”) is entered into by and among Trans Union LLC, a Delaware limited liability company (“Trans Union”) and TransUnion Financing Corporation, a Delaware corporation (“Co-Issuer” and, together with Trans Union, the “Issuers”), the guarantors listed on the signature pages hereto (the “Guarantors”), and J.P. Morgan Securities Inc., Banc of America Securites LLC and Deutsche Bank Securities Inc., as representatives (collectively, the “Representatives”) of the several initial purchasers listed on Schedule 1 hereto (the “Initial Purchasers”).

The Issuers, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated June 10, 2010 (the “Purchase Agreement”), which provides for the sale by the Issuers to the Initial Purchasers of $645,000,000 aggregate principal amount of the Issuers’ 11 ³/8% Senior Notes due 2018 (the “Securities”) which will be guaranteed on an unsecured senior basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuers and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Additional Guarantor” shall mean any subsidiary of Trans Union that executes a Subsidiary Guarantee under the Indenture after the date of this Agreement.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Offer” shall mean the exchange offer by the Issuers and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Exchange Offer Registration Statement Filing Deadline” shall have the meaning set forth in Section 2(a) hereof.

“Exchange Securities” shall mean senior notes issued by the Issuers and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Issuers or used or referred to by the Issuers in connection with the sale of the Securities or the Exchange Securities.

“Guarantors” shall have the meaning set forth in the preamble and shall also include any Guarantor’s successors and any Additional Guarantors.

“Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided, that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.

“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

“Indenture” shall mean the Indenture relating to the Securities dated as of June 15, 2010 among the Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

“Initial Purchasers” shall have the meaning set forth in the preamble.

“Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.

“Issue Date” shall mean June 15, 2010.

“Issuer Information” shall have the meaning set forth in Section 5(a) hereof.

“Issuers” shall have the meaning set forth in the preamble and shall also include the Issuers’ successors.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided, that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Issuers or any of their affiliates shall not be counted in determining whether such consent or approval was

-2-

given by the Holders of such required percentage or amount; and provided, further, that if the Issuers shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble.

“Registrable Securities” shall mean the Securities; provided, that the Securities shall cease to be Registrable Securities on the earliest of (i) when the Exchange Securities are issued in exchange for the Securities pursuant to the Exchange Offer Registration Statement, (ii) if an Exchange Offer is completed, on or after the Exchange Date with respect to Holders that are eligible to participate in the Exchange Offer but fail to tender such Securities in the Exchange Offer, (iii) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been disposed of pursuant to such Registration Statement or (iv) when such Securities cease to be outstanding.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Issuers and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority (“FINRA”) registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable and documented fees of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities not to exceed $5,000), (iii) all reasonable and documented expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement,

-3-

(iv) all rating agency fees, (v) all fees relating to the qualification of the Indenture under applicable securities laws, (vi) the fees of the Trustee and the reasonable and documented fees of its outside counsel, (vii) the fees of counsel for the Issuers and the Guarantors and, in the case of a Shelf Registration Statement, the fees of one outside counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the reasonable and documented fees of the independent public accountants of the Issuers and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Issuers and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities” shall have the meaning set forth in the preamble.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers and the Guarantors that covers all or a portion of the Registrable Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Shelf Request” shall have the meaning set forth in Section 2(b) hereof.

-4-

“Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by the Guarantors under the Indenture.

“Staff” shall mean the staff of the SEC.

“Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Underwriter” shall have the meaning set forth in Section 3(e) hereof.

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2. Registration Under the Securities Act.

(a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Issuers and the Guarantors shall use their commercially reasonable efforts to (i) cause to be filed by the 365th day (or if such 365th day is not a Business Day, the next succeeding Business Day) after the Issue Date (the “Exchange Offer Registration Statement Filing Deadline”) an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, (ii) have such Registration Statement remain effective until 90 days after the last Exchange Date for use by one or more Participating Broker-Dealers and (iii) to cause such Registration Statement to become effective under the Securities Act. The Issuers and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 120 days after the Exchange Offer Registration Statement Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day).

The Issuers and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;

(ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);

-5-

(iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;

(iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and

(v) that any Holder will be entitled to withdraw its election, not later than the close of business on the expiration of the Exchange Offer, by (A) sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.

As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Issuers and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Issuers or any Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.

As soon as practicable after the last Exchange Date, the Issuers and the Guarantors shall:

(i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer;

(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Issuers and issue, and cause the Trustee to promptly authenticate; and

(iii) deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.

The Issuers and the Guarantors shall use their commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements

-6-

of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.

(b) In the event that (i) the Issuers and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed on or before the 120th day after the Exchange Offer Registration Statement Filing Deadline (or if such 120th day is not a Business Day, then the next succeeding Business Day), (iii) upon receipt of a Holders’ request, with respect to any Holder of Registrable Securities that (A) is prohibited by applicable law or SEC policy from participating in the Exchange Offer, (B) may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) is a broker-dealer and holds Securities acquired directly from the Issuers or one of their affiliates or (iv) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Issuers and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective.

In the event that the Issuers and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iv) of the preceding sentence, the Issuers and the Guarantors shall use their commercially reasonable efforts (1) to file the Shelf Registration Statement by the later of (x) the 30th day (or if such 30th day is not a Business Day, the next succeeding Business Day) after the Issuers determine that they are not required to file the Exchange Offer Registration Statement and (y) the Exchange Offer Registration Statement Filing Deadline and (2) to cause such Shelf Registration Statement to become effective under the Securities Act on or before the 120th day after such filing (or if such 120th day is not a Business Day, the next succeeding Business Day) pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer.

The Issuers and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) one year after the initial effectiveness of the Shelf Registration Statement and (ii) the date when all of the Registrable Securities are registered under such Shelf Registration State and resold pursuant to it (the “Shelf Effectiveness Period”). The Issuers and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuers for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with re-

-7-

spect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Issuers and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c) The Issuers and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

In the event that either (A) the Exchange Offer is not completed on or prior to the 120th day after the Exchange Offer Registration Statement Filing Deadline (or if such 120th day is not a Business Day, then the next succeeding Business Day) or (B) the Shelf Registration Statement, if required pursuant to Section 2(b)(i), 2(b)(ii), 2(b)(iii) or 2(b)(iv) hereof, does not become effective on or prior to the 120th day after the date on which the obligation to file the Shelf Registration Statement arises (or if such 120th day is not a Business Day, then the next succeeding Business Day) (each such date in clauses (A) and (B) a “Target Registration Date”), the interest rate on the Registrable Securities will be increased by 0.25% per annum for the first 90-day period following the Target Registration Date and by an additional 0.25% per annum with respect to each subsequent 90 day period, up to a maximum of 1.00% per annum, until the Exchange Offer is completed, the Shelf Registration Statement, if required hereby, is effective or all Securities cease to be Registrable Securities, as applicable.

If the Shelf Registration Statement, if required hereby, has become effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 90 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 0.25% per annum commencing on the 91st day in such 12-month period for the first 90 day period following such date and by an additional 0.25% per annum with respect to each subsequent 90 day period, up to a maximum of 1.00% per annum and ending on such date that the Shelf Registration Statement has again become effective or the Prospectus again becomes usable.

(e) The Issuers and the Guarantors acknowledge that any failure by the Issuers or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries pre-

-8-

cisely and that, in the event of any such failure, the Inital Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuers’ and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. Notwithstanding the preceding sentence, the provisions for the payment of additional interest set forth in Section 2(d) shall be the only monetary remedy available to Holders for the Issuers’ and the Guarantors’ failure to cause the Exchange Offer Registration Statement or the Shelf Registration Statement to become effective, or continue to be effective, as the case may be, in accordance with the provisions of this Agreement.

3. Registration Procedures.

(a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Issuers and the Guarantors shall promptly:

(i) use their commercially reasonable efforts to prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Issuers and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall be responsive in all material respects to the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

(ii) use their commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement and file with the SEC any other required document as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(iii) to the extent any Free Writing Prospectus is used, use their commercially reasonable efforts to file with the SEC any Free Writing Prospectus that is required to be filed by the Issuers or the Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed;

(iv) in the case of a Shelf Registration, use their commercially reasonable efforts to furnish to each Holder of Registrable Securities, to one outside counsel for the Initial Purchasers, to one outside counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Issuers and the Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement

-9-

thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;

(v) use their commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Holders in connection with any filings required to be made with FINRA; and do any and all other acts and things that may be reasonably necessary to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided, that neither the Issuers nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

(vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration notify each Holder of Registrable Securities and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments to a Registration Statement or Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Issuers of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Issuers or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Issuers or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (6) of any determination by the Issuers or any Guarantor that a

-10-

post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate;

(vii) use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, as soon as reasonably practicable and provide prompt notice to counsel to the Holders of the withdrawal of any such order or such resolution;

(viii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge and upon request, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto);

(ix) in the case of a Shelf Registration, cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

(x) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Issuers and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Issuers and the Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission;

(xi) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities and their counsel) and make such of the representatives of the Issuers and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) available for one

-11-

discussion of such document; and the Issuers and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall reasonably object;

(xii) obtain or cause to be obtained a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement;

(xiii) cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(xiv) in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, one outside counsel and one firm of accountants designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and one outside counsel and one firm of accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all customary financial and other records, documents and properties of the Issuers and their respective subsidiaries, and cause the respective officers, directors and employees of the Issuers and the Guarantors to supply all customary information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided, that if any such information is identified by the Issuers or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information;

(xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as required to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Issuers have received notification of the matters to be so included in such filing;

(xvi) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those reasonably requested by the Holders of a majority in principal amount of the Registrable Securities

-12-

covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of Trans Union and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain customary opinions of counsel to the Issuers and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and any Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified public accountants of the Issuers and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of an Issuer or any Guarantor, or of any business acquired by the Issuers or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to any Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Issuers and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; and

(xvii) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Issuers of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to the enforceability thereof against such entity, to the Initial Purchasers no later than seven Business Days following the execution thereof.

(b) In the case of a Shelf Registration Statement, the Issuers may require each Holder of Registrable Securities to furnish to the Issuers such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Issuers and the Guarantors may from time to time reasonably request in writing. No Holder shall be entitled to be named as a selling security holder in the Shelf Registration Statement or to use the Prospectus forming a part thereof for resales of the Registrable Securities unless such Holder provides the information reasonably requested by the Issuers within a reasonable time (not to exceed 15 Business Days).

(c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of any notice

-13-

from the Issuers and the Guarantors (which shall include receipt of such notice by counsel to such Holder) of the happening of any event of the kind described in Section 3(a)(vi)(3) or 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Issuers and the Guarantors, such Holder will deliver to the Issuers and the Guarantors all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

(d) If the Issuers and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Issuers and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions. The Issuers and the Guarantors may give any such notice only three times during any 365-day period and any such suspensions shall not exceed 30 consecutive days or up to 90 days in the aggregate for each suspension and there shall not be more than three suspensions in effect during any 365-day period.

(e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering and be reasonably acceptable to the Issuers and the Guarantors.

4. Participation of Broker-Dealers in Exchange Offer.

(a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

The Issuers and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

-14-

(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Issuers and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Issuers and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.

(c) The Initial Purchasers shall have no liability to the Issuers, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) above.

5. Indemnification and Contribution.

(a) The Issuers and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and expenses of one outside counsel plus one local counsel per jurisdiction incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Initial Purchaser or information relating to any Holder furnished to the Issuers in writing through the Representatives or any selling Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Issuers and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, their respective affiliates and each Person who controls such Underwriters (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuers, the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Issuers and the Guarantors, each officer of the Issuers and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Issuers, the Guaran-

-15-

tors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Issuers in writing by such Holder expressly for use in any Registration Statement, any Prospectus or any Free Writing Prospectus.

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain one outside counsel plus one local counsel per jurisdiction reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable and documented fees and expenses of such proceeding and shall pay the reasonable and documented fees and expenses of one outside counsel plus one local counsel per jurisdiction related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any one local counsel per jurisdiction) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by the Representatives, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Issuers. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of

-16-

such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Issuers and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Issuers and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Issuers, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

-17-

(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

(g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Issuers or the Guarantors or the officers or directors of or any Person controlling the Issuers or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6. General.

(a) Inconsistent Agreements. The Issuers and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Issuers or any Guarantor under any other agreement and (ii) neither the Issuers nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Issuers and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication (i) if to a Holder, at the most current address given by such Holder to the Issuers by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Issuers and the Guarantors, initially at the Issuers’ address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; fifteen Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied or sent by electronic mail; and on the next Business

-18-

Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Issuers or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile, electronic mail or other electronic transmission (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. This Agreement, and any claims, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law principles that would result in the application of any laws other than the laws of the State of New York.

(i) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Issuers, the Guarantors and the Initial Purchasers shall endeavor in

-19-

good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which becomes as close as possible to that of the invalid, void or unenforceable provisions.

-20-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

TRANS UNION LLC
By:	/s/ John W. Blenke
	Name:	John W. Blenke
	Title:	Corporate General Counsel
		and Secretary
TRANSUNION FINANCING CORPORATION
By:	/s/ John W. Blenke
	Name:	John W. Blenke
	Title:	Corporate General Counsel
		and Secretary

GUARANTORS
(as named in Schedule 2 hereto)
By:	/s/ John W. Blenke
	Name:	John W. Blenke
	Title:	Executive Vice President and Secretary of MedData Health LLC, TransUnion Interactive, Inc. and TransUnion Teledata LLC, Vice President, Secretary of Diversified Data Development Corporation and Executive Vice President, Corporate General Counsel and Corporate Secretary of TransUnion Corp. and Vice President and Assistant Secretary of TransUnion Rental Screening Solutions, Inc. and Visionary Systems, Inc.

Confirmed and accepted as of the date first above written:

J.P. MORGAN SECURITIES INC.
For itself and on behalf of the several Initial Purchasers in Schedule I hereto
By:	/s/ Earl E. Dowling
	Authorized Signatory

Schedule 1

Initial Purchasers

J.P. Morgan Securities Inc.

Banc of America Securities LLC

Deutsche Bank Securities Inc.

Credit Suisse Securities (USA) LLC

Schedule 2

Guarantors

Diversified Data Development Corporation

MedData Health, LLC

TransUnion Corp.

TransUnion Interactive, Inc.

TransUnion Rental Screening Solutions, Inc.

TransUnion Teledata, LLC

Visionary Systems, Inc.

Annex A

Counterpart to Registration Rights Agreement

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of June 15, 2010, by and among Trans Union LLC, a Delaware limited liability company, TransUnion Financing Corporation, a Delaware corporation, the guarantors party thereto and J.P. Morgan Securities Inc., on behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of                     .

[NAME]
By:
	Name:
	Title:

EX-5.1

Exhibit 5.1

	233 S. Wacker Drive, Suite 5800 Chicago, Illinois 60606 Tel: +1.312.876.7700 Fax: +1.312.993.9767 www.lw.com FIRM / AFFILIATE OFFICES
	Abu Dhabi	Moscow
	Barcelona	Munich
	Beijing	New Jersey
	Brussels	New York
	Chicago	Orange County
March 1, 2011	Doha	Paris
	Dubai	Riyadh
	Frankfurt	Rome
	Hamburg	San Diego
	Hong Kong	San Francisco
Trans Union LLC	Houston	Shanghai
TransUnion Financing Corporation	London	Silicon Valley
c/o TransUnion Corp.	Los Angeles	Singapore
555 West Adams Street	Madrid	Tokyo
Chicago, Illinois 60661	Milan	Washington, D.C.

Re: Registration Statement on Form S-4; Exchange Offer for $645,000,000

Aggregate Principal Amount of 11 ³/8% Senior Notes due 2018, Series B

Ladies and Gentlemen:

We have acted as special counsel to Trans Union LLC, a Delaware limited liability company (the “Company”), and TransUnion Financing Corporation, a Delaware corporation (“Financing Corp.” and, together with the Company, the “Issuers”), in connection with the issuance of up to $645,000,000 aggregate principal amount of 11³/₈% Senior Notes due 2018, Series B (the “Exchange Notes”) and the guarantees of the Exchange Notes (the “Guarantees”) by TransUnion Corp., a Delaware corporation (the “Parent”), each of the subsidiaries of the Company set forth on Exhibit A-1 hereto (the “Delaware Subsidiary Corporate Guarantors” and, together with the Parent, the “Delaware Corporate Guarantors”), the subsidiary of the Company set forth on Exhibit A-2 hereto (the “Delaware LLC Guarantor” and, together with the Delaware Corporate Guarantors, the “Delaware Guarantors”), the subsidiary of the Company set forth on Exhibit A-3 hereto (the “California Guarantor”) and the subsidiaries of the Company set forth on Exhibit A-4 hereto (the “Other Guarantors” and, together with the Delaware Guarantors and the California Guarantor, the “Guarantors”), under an indenture, dated June 15, 2010, including the Guarantees (collectively, the “Indenture”), among the Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”). The Exchange Notes and Guarantees will be issued in exchange for the Issuers’ outstanding 11³/₈% Senior Notes due 2018, Series A (the “Outstanding Notes”), and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and the Guarantees.

March 1, 2011

Page 2

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Issuers, the Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, and, with respect to (i) paragraphs 1 and 2 of this letter, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware and (ii) paragraph 2 of this letter, the California Corporations Code, in each case as applicable, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware and California, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Various matters under the law of Georgia are addressed in the opinion of Nelson Mullins Riley & Scarborough LLP and various matters under the law of Oregon are addressed in the opinion of Arnold Gallagher Percell Roberts & Potter, P.C., each of which has been separately provided to you. We express no opinion with respect to those matters herein.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. The Exchange Notes have been duly authorized by all necessary corporate or limited liability company action, as applicable, of each of the Issuers and, when executed, issued, authenticated and delivered by or on behalf of the Issuers in accordance with the terms of the Indenture against the due tender and delivery to the Trustee of Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, will be the legally valid and binding obligations of the Issuers, enforceable against each of the Issuers in accordance with their terms.

2. The Guarantees of each of the Delaware Guarantors and the California Guarantor have been duly authorized by all necessary corporate or limited liability company action, as applicable, of each of the Delaware Guarantors and the California Guarantor.

3. When executed in accordance with the terms of the Indenture and upon due execution, issuance, authentication and delivery of the Exchange Notes by or on behalf of the Issuers in accordance with the terms of the Indenture against the due tender and delivery to the Trustee of Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, the Guarantees will be the legally valid and binding obligations of each Guarantor, enforceable against each Guarantor in accordance with their terms.

Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors, (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any proceeding therefor may be

March 1, 2011

Page 3

brought, (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy, and (iv) we express no opinion with respect to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) the waiver of rights or defenses contained in Section 4.06 and Article 10 of the Indenture, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) provisions purporting to make a guarantor primarily liable rather than as a surety, (f) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (g) waivers of broadly or vaguely stated rights, (h) provisions for exclusivity, election or cumulation of rights or remedies, (i) provisions authorizing or validating conclusive or discretionary determinations, (j) grants of setoff rights and (k) the severability, if invalid, of provisions to the foregoing effect.

With your consent, for purposes of the opinion rendered in paragraph 3, we have assumed that the Other Guarantors are validly existing and in good standing under the laws of their state of organization, and have the power and authority to execute, deliver and perform their obligations under the Guarantees.

With your consent, we have assumed (a) that the Indenture (including the Guarantees) and the Exchange Notes (collectively, the “Operative Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Issuers, the Delaware Guarantors and the California Guarantor, (b) that the Operative Documents constitute legally valid and binding obligations of the parties thereto other than the Issuers and each of the Guarantors, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Operative Documents as legally valid and binding obligations of the parties thereto is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

We bring your attention to the fact that family members, including immediate family members, of a Latham & Watkins LLP attorney rendering services in connection with the Registration Statement are beneficiaries of trusts that own equity securities of the Parent.

March 1, 2011

Page 4

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

EXHIBIT A-1

Delaware Subsidiary Corporate Guarantors

TransUnion Interactive, Inc.

TransUnion Rental Screening Solutions, Inc.

EXHIBIT A-2

Delaware LLC Guarantor

TransUnion Healthcare, LLC

EXHIBIT A-3

California Guarantor

Diversified Data Development Corporation

EXHIBIT A-4

Other Guarantors

TransUnion Teledata LLC

Visionary Systems, Inc.

EX-5.2

Exhibit 5.2

Nelson

Mullins

Nelson Mullins Riley & Scarborough LLP

Attorneys and Counselors at Law

Atlantic Station / 201 17th Street, NW / Suite 1700 / Atlanta, GA 30363

Tel: 404.322.6000 Fax: 404.322.6085

www.nelsonmullins.com

March 1, 2011

Trans Union LLC

TransUnion Financing Corporation

c/o TransUnion Corp.

555 West Adams Street

Chicago, Illinois 60661

Re: Registration Statement on Form S-4; Exchange Offer for $645,000,000 Aggregate Principal Amount of 11 ³/₈% Senior Notes due 2018, Series B; Guarantee by Visionary Systems, Inc., a Georgia corporation (the “Company”)

Ladies and Gentlemen:

We have acted as local counsel for the Company in connection with the guarantee (the “Guarantee”) by the Company of up to $645,000,000 in aggregate principal amount of the 11 ³/₈% Senior Notes due 2018, Series B (the “Exchange Notes”), to be issued by Trans Union LLC, a Delaware limited liability company, and TransUnion Financing Corporation, a Delaware corporation (together with Trans Union, LLC, the “Issuers”), under an indenture, dated June 15, 2010 (the “Indenture”), among the Issuers, each of the companies set forth on Exhibit A to this opinion letter (the “Guarantors,” which include the Company) and Wells Fargo Bank, National Association, as trustee, and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”). The Exchange Notes, the Guarantee and the guarantees of each of the other Guarantors will be issued in exchange for the Issuers’ outstanding 11 ³/₈% Senior Notes due 2018, Series A, and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. This opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the Guarantee.

This opinion letter is limited by, and is in accordance with, the January 1, 1992 edition of the Interpretive Standards Applicable to Legal Opinions to Third Parties in Corporate Transactions (the “Interpretive Standards”) adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia, which Interpretive Standards are incorporated in this opinion letter by this reference. This letter may include statements duplicative of statements in the Interpretive Standards, but all of the Interpretive Standards are applicable to the opinions expressed in this letter notwithstanding any partial or selective duplication in this letter.

With twelve office locations in the District of Columbia, Florida, Georgia, Massachusetts, North Carolina, South Carolina, and West Virginia

Trans Union LLC

TransUnion Financing Corporation

c/o TransUnion Corp.

March 1, 2011

Page 2

For the purposes of providing this opinion letter, we have examined copies of the following documents:

(a) the Indenture, including the Guarantee provided within the Indenture; and

(b) the form of the Exchange Notes.

In the capacity described above and except as noted below, we have made such investigations of law and have examined such certificates of public officials and officers of the Company and such other documents and records as we have deemed necessary for purposes of this opinion letter. As to certain factual matters relevant to this opinion letter, we have relied conclusively on statements and representations of officers of the Company and other representatives of the Company and its agents. Except to the extent expressly set forth herein, we have not independently established or verified any facts relevant to the opinion expressed herein, and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by such independent verification. Based solely on a Certificate of Existence from the Secretary of State of Georgia dated as of March 1, 2011, we assume that the Company is a corporation validly existing and in good standing under the laws of the State of Georgia.

In our examination, we have assumed the completeness and authenticity of any document submitted to us as an original, the completeness and conformity to the originals of any document submitted to us as a copy, the authenticity of the originals of such copies, the genuineness of all signatures, and the legal capacity and mental competence of natural persons.

The opinion set forth herein is limited to the Georgia Business Corporation Code. We express no opinion herein as to any other laws, statutes, regulations, or ordinances.

Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications, and limitations set forth in this opinion letter, we are of the opinion that the Company has duly authorized the execution and delivery of the Guarantee and all performance by the Company thereunder.

This opinion letter is limited to the matters stated herein and no opinion may be implied or inferred beyond the opinion expressly stated. This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Trans Union LLC

TransUnion Financing Corporation

c/o TransUnion Corp.

March 1, 2011

Page 3

Very truly yours,
Nelson Mullins Riley & Scarborough LLP
By:	/s/ Charles D. Vaughn
	Charles D. Vaughn, a partner

EXHIBIT A

Other Guarantors

TransUnion Corp.

TransUnion Healthcare, LLC

TransUnion Interactive, Inc.

TransUnion Rental Screening Solutions, Inc.

Diversified Data Development Corporation

TransUnion Teledata LLC

Visionary Systems, Inc.

EX-5.3

Exhibit 5.3

800 U.S. Bank Center
800 Willamette Street Eugene, OR 97401 Telephone: (541) 484-0188
Facsimile: (541) 484-0536 E-Mail: dgallagher@agsprp.com www.agsprp.com Correspondence:
P.O. Box 1758 Eugene, OR 97440-1758

DONALD A. GALLAGHER, JR.

March 1, 2011

Trans Union LLC

TransUnion Financing Corporation

c/o TransUnion Corp.

555 West Adams Street

Chicago, IL 60661

Re: Registration Statement on Form S-4; Exchange Offer for $645,000,000 Aggregate Principal Amount of 11 3/8% Senior Notes due 2018, Series B

Ladies and Gentlemen:

We have acted as Oregon counsel to TransUnion Teledata LLC, an Oregon limited liability company (“Company”) in connection with issuance of up to $645,000,000 aggregate principal amount of 11 3/8% Senior Notes due 2018, Series B (“Exchange Notes”) by Trans Union LLC, a Delaware corporation, and TransUnion Financing Corporation, a Delaware corporation (“Issuers”) and the guarantees of the Exchange Notes by TransUnion Corp., TransUnion Interactive, Inc., TransUnion Healthcare, LLC, Diversified Data Development Corporation, TransUnion Rental Screening Solutions, Inc., Visionary Systems, Inc., and Company (collectively “Guarantors”), under the Indenture dated as of June 15, 2010 (“Indenture”) among the Issuers, the Guarantors and Wells Fargo Bank National Association as Trustee. The Exchange Notes are being issued under the Indenture and pursuant to a Registration Statement on Form S-4 under the Securities Act of 1933 as amended (“Act”) filed with the Securities and Exchange Commission (“Commission”) on the date hereof (“Registration Statement”). The Exchange Notes will be issued in exchange for the Issuers’ outstanding 11 3/8% Senior Notes due 2018, Series A (“Outstanding Notes”) and the related guarantees by Guarantors on the terms set forth in the Prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon

TransUnion Corp.

March 1, 2011

Page 2

certificates from an officer of Company as to factual matters without having independently verified such factual matters. We are opining herein as to the Limited Liability Company Act of the State of Oregon and the internal laws of the State of Oregon and we express no opinion with respect to the applicability thereof, or the effect thereof, of the laws of any other jurisdiction. We are giving no opinion as to any manner pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein.

Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof the guarantee of the Exchange Notes by Company has been duly authorized by all necessary limited liability company action of Company.

Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith, and fair dealing, and the discretion of the court before which any proceeding therefore may be brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of a contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion with respect to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums, or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) the waiver of rights or defenses contained in Section 4.06 and Article 10 of the Indenture, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of the Exchange Notes, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) provisions purporting to make a guarantor primarily liable rather than as a surety, (g) advance waiver of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statute of limitations, trial by jury or at law, or other procedural rights, (h) waivers of broadly or vaguely stated rights, (i) provisions for exclusivity, election, or cumulation of rights or remedies, (j) provisions authorizing or validating conclusive or discretionary determinations, (k) grants of setoff rights and (l) the severability, if invalid, of provisions to the foregoing effect.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal matters”. In giving such consent, we do not thereby admit that we are in the category of persons whose

TransUnion Corp.

March 1, 2011

Page 3

consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,
ARNOLD GALLAGHER PERCELL ROBERTS & POTTER
By:	/s/ Donald A. Gallagher, Jr.
	Donald A. Gallagher, Jr.

DAG:dcs

Enclosures

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of February 10, 2011

among

TRANSUNION CORP.,

as Holdings,

TRANS UNION LLC,

as the Borrower,

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative and Collateral Agent,

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as L/C Issuer and Swing Line Lender,

THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME,

BANK OF AMERICA, N.A.,

as Syndication Agent,

CREDIT SUISSE SECURITIES (USA) LLC

and

SUNTRUST BANK

as TL Documentation Agents,

U.S. BANK NATIONAL ASSOCIATION,

as RC Documentation Agent,

and

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND,

as Senior Managing Agent

DEUTSCHE BANK SECURITIES INC.,

MERRILL LYNCH, PIERCE, FENNER AND SMITH

and

J.P. MORGAN SECURITIES LLC,

as Joint Lead Arrangers and Joint Bookrunners

Table of Contents

	Page
ARTICLE I Definitions and Accounting Terms		2
Section 1.01 Defined Terms		2
Section 1.02 Other Interpretive Provisions		59
Section 1.03 Accounting Terms		60
Section 1.04 Rounding		60
Section 1.05 References to Agreements, Laws, Etc.		60
Section 1.06 Times of Day		60
Section 1.07 Timing of Payment of Performance		60
Section 1.08 Available Additional Basket Transactions		61
Section 1.09 Pro Forma Calculations		61
Section 1.10 Letter of Credit Amounts		62
Section 1.11 Certifications		62
Section 1.12 Currency Translation		62
ARTICLE II The Commitments and Credit Extensions		63
Section 2.01 The Loans		63
Section 2.02 Borrowings, Conversions and Continuations of Loans		63
Section 2.03 Letters of Credit		65
Section 2.04 Swing Line Loans		75
Section 2.05 Prepayments		79
Section 2.06 Termination or Reduction of Commitments		86
Section 2.07 Repayment of Loans		87
Section 2.08 Interest		88
Section 2.09 Fees		88
Section 2.10 Computation of Interest and Fees		89
Section 2.11 Evidence of Indebtedness		89
Section 2.12 Payments Generally		90
Section 2.13 Sharing of Payments		92
Section 2.14 Incremental Credit Extensions		93
Section 2.15 Extensions of Term Loans and Revolving Credit Commitments		96
ARTICLE III Taxes, Increased Costs Protection and Illegality		100
Section 3.01 Taxes		100
Section 3.02 Illegality		103
Section 3.03 Inability to Determine Rates		104
Section 3.04 Increased Cost and Reduced Return; Capital Adequacy		104
Section 3.05 Funding Losses		105
Section 3.06 Matters Applicable to All Requests for Compensation		105
Section 3.07 Replacement of Lenders Under Certain Circumstances		106
Section 3.08 Survival		108

(i)

Table of Contents

(continued)

	Page
ARTICLE IV Conditions Precedent to Credit Extensions		108
Section 4.01 All Credit Events After the Closing Date		108
Section 4.02 First Credit Event		109
ARTICLE V Representations and Warranties		112
Section 5.01 Existence, Qualification and Power; Compliance with Laws		112
Section 5.02 Authorization; No Contravention		113
Section 5.03 Governmental Authorization; Other Consents		113
Section 5.04 Binding Effect		113
Section 5.05 Financial Statements; No Material Adverse Effect		114
Section 5.06 Litigation		115
Section 5.07 Ownership of Property; Liens		115
Section 5.08 Environmental Matters		115
Section 5.09 Taxes		116
Section 5.10 ERISA Compliance		116
Section 5.11 Subsidiaries; Equity Interests		117
Section 5.12 Margin Regulations; Investment Company Act		117
Section 5.13 Disclosure		117
Section 5.14 Labor Matters		117
Section 5.15 Intellectual Property; Licenses, Etc.		118
Section 5.16 Solvency		118
Section 5.17 Security Documents		118
ARTICLE VI Affirmative Covenants		120
Section 6.01 Financial Statements		120
Section 6.02 Certificates; Other Information		122
Section 6.03 Notices		124
Section 6.04 Payment of Obligations		124
Section 6.05 Preservation of Existence, Etc.		124
Section 6.06 Maintenance of Properties		124
Section 6.07 Maintenance of Insurance		124
Section 6.08 Compliance with Laws		125
Section 6.09 Books and Records		125
Section 6.10 Inspection Rights		125
Section 6.11 Additional Collateral; Additional Guarantors		126
Section 6.12 Compliance with Environmental Laws		128
Section 6.13 Further Assurances and Post-Closing Conditions		128
Section 6.14 Designation of Subsidiaries		129
Section 6.15 Maintenance of Ratings		130

(ii)

Table of Contents

(continued)

	Page
ARTICLE VII Negative Covenants		130
Section 7.01 Liens		130
Section 7.02 Investments		134
Section 7.03 Indebtedness		138
Section 7.04 Fundamental Changes		142
Section 7.05 Dispositions		143
Section 7.06 Restricted Payments		146
Section 7.07 Change in Nature of Business		150
Section 7.08 Transactions with Affiliates		150
Section 7.09 Burdensome Agreements		151
Section 7.10 Use of Proceeds		152
Section 7.11 Financial Covenant.		152
Section 7.12 Accounting Changes		153
Section 7.13 Prepayments, Etc. of Indebtedness		153
Section 7.14 Permitted Activities		154
ARTICLE VIII Events Of Default and Remedies		154
Section 8.01 Events of Default		154
Section 8.02 Remedies upon Event of Default		157
Section 8.03 Exclusion of Immaterial Subsidiaries		158
Section 8.04 Application of Funds		158
Section 8.05 Borrower’s Right to Cure		159
ARTICLE IX Administrative Agent and Other Agents		160
Section 9.01 Appointment and Authorization of Agents		160
Section 9.02 Nature of Duties		161
Section 9.03 Lack of Reliance on Agent-Related Persons		161
Section 9.04 Certain Rights of Agent-Related Persons		162
Section 9.05 Reliance		162
Section 9.06 Indemnification		162
Section 9.07 Agents in their Individual Capacities		162
Section 9.08 Holders		163
Section 9.09 Resignation by the Agents		163
Section 9.10 Administrative Agent May File Proofs of Claim		164
Section 9.11 Collateral and Guaranty Matters		165
Section 9.12 Delivery of Information		167
Section 9.13 Appointment of Supplemental Agents		167
Section 9.14 Withholding Tax Indemnity		168

(iii)

Table of Contents

(continued)

	Page
ARTICLE X Miscellaneous		168
Section 10.01 Amendments, Etc.		168
Section 10.02 Notices and Other Communications; Facsimile Copies		171
Section 10.03 No Waiver; Cumulative Remedies		173
Section 10.04 Attorney Costs and Expenses		173
Section 10.05 Indemnification by the Borrower		173
Section 10.06 Payments Set Aside		175
Section 10.07 Successors and Assigns		175
Section 10.08 Confidentiality		181
Section 10.09 Setoff		182
Section 10.10 Interest Rate Limitation		183
Section 10.11 Counterparts		183
Section 10.12 Integration; Termination		183
Section 10.13 Survival of Representations and Warranties		184
Section 10.14 Severability		184
Section 10.15 GOVERNING LAW		184
Section 10.16 WAIVER OF RIGHT TO TRIAL BY JURY		185
Section 10.17 Binding Effect		185
Section 10.18 USA Patriot Act		185
Section 10.19 No Advisory or Fiduciary Responsibility		185
Section 10.20 Schedules and Exhibits		186
Section 10.21 Effect of Amendment and Restatement		186
ARTICLE XI Guarantee		186
Section 11.01 The Guarantee		186
Section 11.02 Obligations Unconditional		187
Section 11.03 Reinstatement		188
Section 11.04 Subrogation; Subordination		188
Section 11.05 Remedies		188
Section 11.06 Instrument for the Payment of Money		189
Section 11.07 Continuing Guarantee		189
Section 11.08 General Limitation on Guarantee Obligations		189
Section 11.09 Release of Guarantors		189
Section 11.10 Right of Contribution		190

SCHEDULES
1.01A	—	Commitments
1.01B	—	Unrestricted Subsidiaries
4.02(c)	—	Local Counsel Opinions
5.07	—	Ownership of Property

(iv)

Table of Contents

(continued)

5.08(a)	—	Environmental Matters
5.11	—	Subsidiaries and Other Equity Investments
5.17(c)	—	Mortgaged Properties
7.01(b)	—	Existing Liens
7.02(f)	—	Existing Investments
7.03(b)	—	Existing Indebtedness
7.05(k)	—	Dispositions
7.08	—	Transactions with Affiliates
7.09	—	Certain Contractual Obligations
10.02	—	Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
Form of
A	—	Committed Loan Notice
B	—	Swing Line Loan Notice
C	—	Letter of Credit Request
D-1	—	Term Note
D-2	—	Revolving Credit Note
D-3	—	Swing Line Note
E	—	Compliance Certificate
F	—	Assignment and Assumption
G	—	Security Agreement
H	—	Pledge Agreement
I	—	United States Tax Compliance Certificate
J	—	Discounted Prepayment Option Notice
K	—	Lender Participation Notice
L	—	Discounted Voluntary Prepayment Notice
M	—	Affiliated Lender Assignment Assumption
N	—	Perfection Certificate
O	—	Intercompany Subordination Provisions

(v)

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of February 10, 2010, among TRANSUNION CORP., a Delaware corporation (“Holdings”), TRANS UNION LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto from time to time, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as L/C Issuer and Swing Line Lender, BANK OF AMERICA, N.A., as SYNDICATION AGENT, CREDIT SUISSE SECURITIES (USA) LLC and SUNTRUST BANK, as TL Documentation Agents, and U.S. BANK NATIONAL ASSOCIATION, as RC Documentation Agent.

PRELIMINARY STATEMENTS

On June 15, 2010, Holdings effected a merger and redemption (collectively, the “Repurchase Merger”), pursuant to which certain Sellers (as defined below) and certain members of Holdings’ management received rollover stock in Holdings, as the surviving entity of such Repurchase Merger, and certain of Holdings’ other stockholders received cash proceeds, all as more fully described in the Purchase Agreement (as defined below).

Immediately following the consummation of the Repurchase Merger, an affiliate of the Sponsor (as defined below), MDCPVI TU Holdings, LLC, a Delaware limited liability company (the “Purchaser”) acquired (the “Acquisition”) 51.0% of the total fully diluted shares of common stock of Holdings, from certain of Holdings’ stockholders for cash, pursuant to the terms of that certain Stock Purchase Agreement, dated as of April 28, 2010 (as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof, the “Purchase Agreement”), by and among (i) Karl J. Breyer, Marshall E. Eisenberg and Thomas J. Pritzker, not individually, but solely as co-trustees of those certain separate and distinct trusts listed on Annex A-1 thereto, and CIBC Trust Company (Bahamas) Limited, solely as trustee of those certain separate and distinct trusts listed on Annex A-2 thereto (collectively, the “Sellers”), (ii) solely for purposes of Article 10 thereof, The Pritzker Organization, L.L.C. and International Financial Advisors, Inc., (iii) Holdings, and (iv) the Purchaser.

To fund a portion of the Repurchase Merger and the other transactions contemplated by the Purchase Agreement, the Borrower issued and sold Senior Notes (as defined below) on the Closing Date in an aggregate initial principal amount of $645,000,000 pursuant to the terms of the Senior Note Documents (as defined below).

On the Closing Date, pursuant to the Original Credit Agreement, the Lenders extended credit to the Borrower in the form of (i) Term Loans in an initial aggregate amount of $950,000,000 and (ii) Revolving Credit Commitments in an initial aggregate amount of $200,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time.

On February 10, 2011, pursuant to Amendment No. 1 to the Original Credit Agreement, (i) the Borrower incurred Replacement Term Loans the proceeds of which were used to refinance in full the original Term Loans, (ii) certain Revolving Credit Lenders converted all or a portion of their Original Revolving Credit Commitments into Extended Revolving Credit Commitments and (iii) Holdings, the Borrower and the Required Lenders agreed to amend and restate the Original Credit Agreement as set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree, and the Original Credit Agreement is hereby amended and restated, as follows:

ARTICLE I

Definitions and Accounting Terms

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acceptable Price” has the meaning set forth in Section 2.05(c)(iii).

“Acceptance Date” has the meaning set forth in Section 2.05(c)(ii).

“Acquisition” has the meaning set forth in the preliminary statements hereto.

“Additional Lender” has the meaning set forth in Section 2.14(a).

“Adjusted Total Assets” means the total assets of Holdings and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP, but calculated as if purchase accounting had been applied with respect to the Transactions with resulting adjustments to goodwill and other intangible assets.

“Administrative Agent” means DBTCA, in its capacity as administrative agent under any of the Loan Documents, or any permitted successor in such capacity in accordance with Section 9.09.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliated Lender Assignment and Assumption” has the meaning set forth in Section 10.07(k)(i).

-2-

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent, the TL Documentation Agents, the RC Documentation Agent and the Supplemental Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement, as the same may be amended, amended and restated, supplemented, modified or extended from time to time.

“Amendment No. 1” means Amendment No. 1 to this Agreement, dated as of February 10, 2011, among Holdings, the Borrower, the other Loan Parties, DBTCA, as the Administrative Agent and as the Replacement Term Lender, and the other Lenders party thereto.

“Amendment No. 1 Effective Date” means February 10, 2011 or, if different, the date of the effectiveness of the Replacement Term Loan Amendment in accordance with Section 4 of Amendment No. 1.

“Applicable Discount” has the meaning set forth in Section 2.05(c)(iii).

“Applicable ECF Percentage” means, for any Excess Cash Flow Period, (a) 50.0% if the Senior Secured Net Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is greater than 2.25:1.00, (b) 25.0% if the Senior Secured Net Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is less than or equal to 2.25:1.00 and greater than 1.50:1:00 and (c) 0% if the Senior Secured Net Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is less than or equal to 1.50:1.00.

“Applicable Rate” means a percentage per annum equal to:

(a) with respect to Term Loans, (i) prior to the Amendment No. 1 Effective Date, the rates set forth in clause (a) of the definition of “Applicable Rate” without giving effect to Amendment No. 1 and (ii) thereafter, (A) for LIBOR Loans, 3.25% and (B) for Base Rate Loans, 2.25%.

(b)(i) with respect to Revolving Credit Loans, unused Revolving Credit Commitments and Letter of Credit fees in respect of Revolving Credit Lenders with Original Revolving Credit Commitments, (i) until delivery of financial statements for the second full fiscal quarter ending after the Closing Date pursuant to Section 6.01, (A) for LIBOR Loans, 5.00%, (B) for Base Rate Loans, 4.00%, (C) for Letter of Credit fees, 5.00% and (D) for unused commitment fees, 0.50% and (ii) thereafter, the following percentages per annum, based upon the Senior Secured Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Applicable Rate
Pricing Level	Senior Secured Net Leverage Ratio	LIBOR and Letter of Credit Fees	Base Rate	Unused Commitment Fee Rate
1	>2.25:1	5.00%	4.00%	0.50%
2	>1.50:1 but £2.25:1	4.75%	3.75%	0.50%
3	£1.50:1	4.50%	3.50%	0.50%

-3-

and (ii) with respect to Revolving Credit Loans, unused Revolving Credit Commitments and Letter of Credit fees in respect of Revolving Credit Lenders with Extended Revolving Credit Commitments created pursuant to Amendment No. 1, the following percentages per annum, based upon the Senior Secured Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Applicable Rate
Pricing Level	Senior Secured Net Leverage Ratio	LIBOR and Letter of Credit Fees	Base Rate	Unused Commitment Fee Rate
1	>2.25:1	3.25%	2.25%	0.50%
2	£2.25:1	3.00%	2.00%	0.50%

Any increase or decrease in the Applicable Rate resulting from a change in the Senior Secured Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that, at the option of the Administrative Agent (at the direction of the Required Lenders and upon notice to the Borrower of such determination), the highest pricing level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date immediately prior to the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

In the event that any financial statements under Section 6.01 or a Compliance Certificate is shown to be inaccurate at any time and such inaccuracy, if corrected, would have led to a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (i) the Borrower shall promptly (and in no event later than five (5) Business Days thereafter) deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Applicable Rate shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Lenders owe any amounts to the Borrower), and (iii) the Borrower shall pay to the Administrative Agent promptly upon written demand (and in no event later than five (5) Business Days after written demand) any additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. Notwithstanding anything to the contrary in this Agreement, any

-4-

additional interest hereunder shall not be due and payable until written demand is made for such payment pursuant to clause (iii) above and accordingly, any nonpayment of such interest as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue (and no amounts shall accrue interest at the Default Rate), at any time prior to the date that is five (5) Business Days following such written demand.

Notwithstanding the foregoing, after the Amendment No. 1 Effective Date, (x) the Applicable Rate in respect of any other tranche of Extended Revolving Commitments or any Extended Term Loans made after the Amendment No. 1 Effective Date or Revolving Credit Loans made pursuant to any Extended Revolving Credit Commitments created after the Amendment No. 1 Effective Date shall be the applicable percentages per annum set forth in the relevant Extension Offer and (y) the Applicable Rate shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.15(b).

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuer and (ii) the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Bank” has the meaning set forth in clause (c) of the definition of “Cash Equivalents.”

“Approved Fund” means any Fund that is administered, advised or managed by a Lender or an Affiliate of the entity that administers, advises or manages any Fund that is a Lender.

“Arrangers” means (i) prior to the Amendment No. 1 Effective Date, Deutsche Bank Securities Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc., in their respective capacities as joint lead arrangers in connection with this Agreement and (ii) thereafter, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner and Smith and J.P. Morgan Securities LLC, in their respective capacities as joint lead arrangers in connection with this Agreement.

“Assignees” has the meaning set forth in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit F and accepted by the Administrative Agent and the Borrower, as and to the extent required by Section 10.07.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

-5-

“Audited Financial Statements” means the audited consolidated balance sheet of Holdings and its Subsidiaries as of each of December 31, 2008 and 2009, and the related audited consolidated statements of operations and of cash flows for Holdings and its Subsidiaries for the fiscal years ended December 31, 2008 and 2009.

“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).

“Available Additional Basket” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a) $25,000,000, plus

(b) the Cumulative CNI Amount at such time (provided that this clause (b) shall be deemed to be zero at any time when the Senior Secured Net Leverage Ratio on a Pro Forma Basis for the then most recently ended Test Period is equal to or greater than 3.00:1.00), plus

(c) the cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Equity Interests of Holdings or of any direct or indirect parent of Holdings (other than Disqualified Equity Interests) after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower and (ii) the Equity Interests of Holdings (or any direct or indirect parent of Holdings) (other than Disqualified Equity Interests of Holdings) issued upon conversion of Indebtedness issued after the Closing Date of Holdings or any Restricted Subsidiary of Holdings owed to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party, in the case of each of subclause (i) and subclause (ii), not previously applied for a purpose (including a Specified Equity Contribution applied pursuant to Section 8.05) other than use in the Available Additional Basket, plus

(d) 100.0% of the aggregate amount of contributions to the common capital of Holdings (other than from a Restricted Subsidiary) received in cash and Cash Equivalents after the Closing Date other than from a Specified Equity Contribution pursuant to Section 8.05 which contributions have been contributed as common equity to the capital of the Borrower, plus

(e) without duplication of any amounts that otherwise increased the amount available for Investments pursuant to Section 7.02, 100.0% of the aggregate amount received by the Borrower or any Restricted Subsidiary of the Borrower in cash and Cash Equivalents from:

(i) the sale (other than to the Borrower or any such Restricted Subsidiary) of any Equity Interests of an Unrestricted Subsidiary or any minority Investments, or

(ii) any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority Investments, or

(iii) any interest, returns of principal, repayments and similar payments by such Unrestricted Subsidiary or received in respect of any minority Investments, plus

-6-

(f) in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, the fair market value of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), plus

(g) an amount equal to any returns in cash and Cash Equivalents (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the Borrower or any Restricted Subsidiary in respect of any Investments made pursuant to Section 7.02(l)(y), minus

(h) any amount of the Available Additional Basket used to make Investments pursuant to Section 7.02(l)(y) after the Closing Date and prior to such time, minus

(i) any amount of the Available Additional Basket used to make Restricted Payments pursuant to Section 7.06(g) after the Closing Date and prior to such time, minus

(j) any amount of the Available Additional Basket used to make payments or distributions in respect of Junior Financings pursuant to Section 7.13 after the Closing Date and prior to such time.

“Base Incremental Amount” has the meaning set forth in Section 2.14(a).

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1.00%, (b) the Prime Lending Rate at such time and (c) LIBOR for an Interest Period of one month commencing on such day plus 1.00% per annum; provided that in no event shall the Base Rate be less than (i) in respect of Term Loans, 2.50% per annum, (ii) in respect of Revolving Loans made pursuant to Extended Revolving Credit Commitments that were created pursuant to Amendment No. 1, 2.50% per annum and (iii) for all other purposes, 2.75% per annum. For purposes of this definition, LIBOR shall be determined using LIBOR as otherwise determined by the Administrative Agent in accordance with the definition of LIBOR, except that (x) if a given day is a Business Day, such determination shall be made on such day (rather than two Business Days prior to the commencement of an Interest Period) or (y) if a given day is not a Business Day, LIBOR for such day shall be the rate determined by the Administrative Agent pursuant to preceding clause (x) for the most recent Business Day preceding such day. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or such LIBOR shall be effective as of the opening of business on the day of such change in the Prime Rate, the Federal Funds Effective Rate or such LIBOR, respectively.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning set forth in the preamble hereto.

“Borrower Materials” has the meaning set forth in Section 6.01.

-7-

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York, New York or Chicago, Illinois and if such day relates to any LIBOR Loan, means any such day on which dealings in deposits are conducted by and between banks in the London interbank eurodollar market.

“Canadian Dollars” and “Cdn.” mean freely transferable lawful money of Canada (expressed in Canadian Dollars).

“Capital Expenditures” means, for any period, the aggregate, without duplication, of (a) all expenditures (whether paid in cash or accrued as liabilities) by Holdings and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment and other deferred charges included in Capital Expenditures reflected in the consolidated balance sheet of Holdings and its Restricted Subsidiaries and (b) the value of all assets under Capitalized Leases incurred by Holdings and its Restricted Subsidiaries during such period (other than as a result of purchase accounting); provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration, repair or improvement of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored, repaired or improved or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment solely to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that are accounted for as capital expenditures by Holdings or any Restricted Subsidiary and that actually are paid for by a Person other than Holdings or any Restricted Subsidiary and for which neither Holdings nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (v) expenditures that constitute operating lease expenses in accordance with GAAP, (vi) expenditures that constitute Permitted Acquisitions, the Repurchase Merger, the Acquisition or other investments that consist of the purchase of a business unit, line of business or a division of a Person or all or substantially all of the assets of a Person, (vii) any capitalized interest expense reflected as additions to property, plant or equipment in the consolidated balance sheet of Holdings and the Restricted Subsidiaries or (viii) any non-cash compensation or other non-cash costs reflected as additions to property, plant or equipment in the consolidated balance sheet of Holdings and the Restricted Subsidiaries.

“Capitalized Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability on a balance sheet (excluding the notes thereto) in accordance with GAAP.

-8-

“Cash Collateral” has the meaning set forth in Section 2.03(g).

“Cash Collateral Account” means a blocked account at DBTCA (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning set forth in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments, to the extent owned by Holdings or any Restricted Subsidiary:

(a) Dollars, Pounds Sterling, Canadian Dollars, Euro, or any national currency of any participating member state of the EMU;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States having average maturities of not more than 24 months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 in the case of U.S. banks or $100,000,000 (or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with maturities not exceeding 12 months from the date of acquisition thereof;

(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured financing transactions) rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(e) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower);

(f) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of the United States or

-9-

$100,000,000 (or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100.0% of the amount of the repurchase obligations;

(g) securities with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

(h) Investments (other than in structured investment vehicles and structured financing transactions) with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(i) Investments, classified in accordance with GAAP as current assets of Holdings or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such Investments are of the character, quality and maturity described in clauses (a) through (h) of this definition;

(j) investment funds investing at least 95.0% of their assets in securities of the types (including as to credit quality and maturity) described in clauses (a) through (i) above; and

(k) in the case of any Foreign Subsidiary, (x) such local currencies in those countries in which such Foreign Subsidiary transacts business from time to time in the ordinary course of business and (y) investments of comparable tenor and credit quality to those described in the foregoing clauses (a) through (j) customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes.

“Cash Management Bank” has the meaning set forth in the definition of “Cash Management Obligations.”

“Cash Management Obligations” means obligations owed by Holdings or any Loan Party to any Lender or any Affiliate of a Lender (or Person that was a Lender or an Affiliate of a Lender at the time such arrangement was entered into) (a “Cash Management Bank”) in respect of any overdraft and related liabilities arising from treasury, depository, credit card, debit card, purchase card and cash management services or any automated clearing house transfers of funds, in each case, to the extent designated by the Borrower and such Lender or such Affiliate of a Lender as “Cash Management Obligations” in writing to the Collateral Agent. The designation of any Cash Management Obligations shall not create in favor of the Lender or Affiliate thereof any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Collateral Documents.

-10-

“Casualty Event” means any event that gives rise to the receipt by Holdings or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace, restore or repair such equipment, fixed assets or real property.

“Change of Control” shall be deemed to occur if:

(a) at any time prior to a Qualified IPO, any combination of Permitted Holders shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, in the aggregate Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings;

(b) at any time after a Qualified IPO, (i) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than any “group” including any Permitted Holders (provided, that in the case of any such “group,” the Permitted Holders hold a majority of all voting interest in Holdings’ Equity Interests held by all members of such “group”), shall have acquired beneficial ownership of 35.0% or more on a fully diluted basis of the voting interest in Holdings’ Equity Interests and the Permitted Holders shall own, directly or indirectly, less than such person or “group” on a fully diluted basis of the voting interest in Holdings’ Equity Interests or (ii) during each period of twelve consecutive months, the board of directors of Holdings shall not consist of a majority of the Continuing Directors;

(c) a “change of control” (or similar event) shall occur under (i) any Senior Note Document or (ii) any Junior Financing with an aggregate principal amount in excess of the Threshold Amount or any Permitted Refinancing Indebtedness in respect of any of the foregoing with an aggregate principal amount in excess of the Threshold Amount; or

(d) Holdings shall cease to own directly or indirectly 100.0% of the Equity Interests of the Borrower.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders, Term Lenders, Extending Revolving Credit Lenders or Extending Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, Extended Revolving Credit Commitment or Term Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, Term Loans or Extended Term Loans.

“Closing Date” means the first date on which all the conditions precedent in Section 4.02 are satisfied or waived in accordance with Section 4.02.

“Closing Date Total Net Leverage Ratio” means the ratio of (a) Consolidated Total Net Debt on the Closing Date after giving effect to the Transaction (excluding Indebtedness under the UBS Line of Credit) to (b) Consolidated EBITDA for the four consecutive fiscal quarter period ended March 31, 2010, in each case, on a Pro Forma Basis.

-11-

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means the “Collateral” as defined in the Security Agreement, the “Collateral” as defined in the Pledge Agreement and any other assets pledged or in which a Lien is granted pursuant to any Collateral Document, including, without limitation, the Mortgaged Property (if any).

“Collateral Agent” means DBTCA, in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any permitted successor collateral agent appointed in accordance with Section 9.09.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(a) on the Closing Date the Administrative Agent shall have received each Collateral Document to the extent required to be delivered on the Closing Date pursuant to Section 4.02(e), subject to the limitations and exceptions of this Agreement, duly executed by each Loan Party thereto;

(b) the Secured Obligations shall have been secured by a first-priority (subject to Permitted Liens under Section 7.01(c)) security interest in (i) all the Equity Interests of the Borrower, (ii) all Equity Interests of each Restricted Subsidiary of Holdings that is not an Excluded Subsidiary directly owned by any Loan Party, (iii) 65.0% of the voting and non-voting Equity Interests collectively issued by Trans Union International, Inc. to any Loan Party and (iv) 65.0% of any voting Equity Interests of any “first-tier” wholly owned Foreign Subsidiary and 100.0% of any non-voting Equity Interests of any “first-tier” wholly owned Foreign Subsidiary held by any Loan Party, in each case, subject to Permitted Liens under Section 7.01(c), exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents pursuant to documents governed by applicable state law; provided, that in no event shall any Loan Party be required to deliver a pledge (i) in excess of 65.0% of any voting Equity Interests of any “first-tier” Foreign Subsidiary or (ii) of any Equity Interest of any “second-tier” or lower Subsidiary that is a Foreign Subsidiary;

(c) the Secured Obligations shall have been secured by a perfected security interest in, or Mortgage on, as applicable, substantially all tangible and intangible assets of the Borrower and each Guarantor (including intercompany debt, accounts, inventory, equipment, investment property, contract rights, intellectual property in the United States, other general intangibles, Material Real Property and proceeds of the foregoing), in each case, subject to Permitted Liens, exceptions and limitations otherwise set forth in this Agreement (for the avoidance of doubt, including the limitations and exceptions set forth in the proviso of Section 4.02(e)) and the Collateral Documents pursuant to documents governed by applicable state law;

(d) subject to limitations and exceptions of this Agreement (for the avoidance of doubt, including the limitations and exceptions set forth in the proviso of Section 4.02(e)) and the Collateral Documents, to the extent a security interest in and Mortgages on any Material Real Property is required under Section 6.11 or 6.13 (together with any Material Real Property that is subject to a Mortgage on the Closing Date, each, a “Mortgaged Property”), the Administrative

-12-

Agent shall have received (i) counterparts of a Mortgage with respect to such Mortgaged Property duly executed and delivered by the record owner of such property in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary to create a valid and subsisting perfected first-priority Lien (subject only to Permitted Liens and other Liens permitted in the relevant Mortgage) on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to 100.0% of the fair market value of the property at the time the Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value), (ii) fully paid policies of title insurance (or marked-up title insurance commitments having the effect of policies of title insurance) on the Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and respective successors and assigns (the “Mortgage Policies”) issued by a nationally recognized title insurance company reasonably acceptable to the Administrative Agent in form and substance and in an amount reasonably acceptable to the Administrative Agent (not to exceed 100.0% of the fair market value of the real properties covered thereby), insuring the Mortgages to be valid subsisting first-priority Liens on the property described therein, free and clear of all Liens other than Permitted Liens, which shall include (A) such reinsurance arrangements (to the extent reasonably necessary, and with provisions for direct access, if reasonably necessary) and endorsements as shall be reasonably acceptable to the Collateral Agent, (B) a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), and (C) such endorsements as shall be reasonably requested by the Collateral Agent (including, to the extent reasonably requested by the Collateral Agent, endorsements on matters relating to usury, first loss, zoning, contiguity, revolving credit (if available after the applicable Loan Party uses commercially reasonable efforts), doing business, non-imputation, public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot and so-called comprehensive coverage over covenants and restrictions), (iii) legal opinions, addressed to the Administrative Agent and the Collateral Agent, reasonably acceptable to the Administrative Agent and the Collateral Agent, (iv) a survey or express map of each Mortgaged Property sufficient in form to delete the standard survey exception in the title insurance policy insuring the Mortgage and provide Collateral Agent with endorsements to such policy as shall be reasonably requested by the Collateral Agent and (v) a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property duly executed and acknowledged by the appropriate Loan Parties; and

(e) after the Closing Date, each Restricted Subsidiary of Holdings that is not an Excluded Subsidiary shall become a Guarantor and signatory to this Agreement pursuant to a joinder agreement in accordance with Section 6.11 and a party to the applicable Collateral Documents in accordance with Section 6.11; provided that notwithstanding the foregoing provisions, any Subsidiary of Holdings that Guarantees the Senior Notes shall be a Guarantor hereunder for so long as it Guarantees such Indebtedness.

-13-

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:

(A) the foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to, (i) any fee owned real property (other than Material Real Properties) and any leasehold rights and interests in real property (including landlord waivers, estoppels and collateral access letters), (ii) (A) motor vehicles and other assets subject to certificates of title and (B) commercial tort claims where the amount of damages claimed by the applicable Loan Party is less than $5,000,000, (iii) any particular asset, if the pledge thereof or the security interest therein is prohibited by Law other than to the extent such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law notwithstanding such prohibition, (iv) Margin Stock and, solely to the extent prohibited by the Organization Documents or any shareholders agreement with shareholders that are not direct or indirect wholly owned Restricted Subsidiaries of Holdings, Equity Interests in any Person other than wholly owned Restricted Subsidiaries, (v) any rights of any Loan Party with respect to any lease, license or other agreement to the extent a grant of security interest therein is prohibited by such lease, license or other agreement, would result in an invalidation thereof or would create a right of termination in favor of any other party thereto (other than a Loan Party) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Laws or principle of equity notwithstanding such prohibition, (vi) any property or assets that would result in adverse tax consequences to Holdings, the Borrower or any of its Subsidiaries, as determined by the Borrower (it being understood that the Lenders shall not require Holdings or any of its Subsidiaries to enter into any security agreements or pledge agreements governed under foreign law), (vii) intellectual property to the extent a security interest is not perfected by filing of a UCC financing statement or in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S. Copyright Office (it being understood that such assets are intended to constitute Collateral, though perfection beyond UCC, USPTO and U.S. Copyright Office filings is not required), (viii) Equity Interests of Unrestricted Subsidiaries, (ix) assets specifically requiring perfection solely through control agreements (e.g., deposit accounts and securities accounts) and (x) any particular assets if, in the reasonable judgment of the Administrative Agent and the Borrower, the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets or obtaining title insurance is excessive in relation to the benefits to be obtained therefrom by the Lenders under the Loan Documents;

(B)(i) the foregoing definition shall not require control agreements and perfection by “control” with respect to any Collateral (including deposit accounts, securities accounts, etc.) other than certificated Equity Interests of the Borrower and, to the extent constituting Collateral, its Restricted Subsidiaries; (ii) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction other than the Dutch Pledge Agreement required pursuant to Section 6.11(d) hereof); and (iii) except to the extent that perfection and priority may be achieved by the filing of a financing statement under the Uniform Commercial Code with respect to the Borrower or a Guarantor, or, with respect to real property and the recordation of

-14-

Mortgages in respect thereof, as contemplated by clauses (c) and (d) above, the Loan Documents shall not contain any requirements as to perfection or priority with respect to any assets or property described in this clause (B);

(C) the foregoing definition shall not require the creation of security interests in any assets of, or Equity Interests of, any Unrestricted Subsidiaries;

(D) the Administrative Agent in its reasonable discretion may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions beyond the Closing Date) or any other compliance with the requirements of this definition where it and the Borrower reasonably determine that the creation or perfection of security interests and Mortgages on, or obtaining of title insurance or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without undue delay, burden or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents; provided that the Collateral Agent shall have received on or prior to the Closing Date, (i) UCC financing statements in appropriate form for filing under the UCC in the jurisdiction of incorporation or organization of each Loan Party, and (ii) any certificates or instruments representing or evidencing Equity Interests of the Borrower and any Subsidiary Guarantors accompanied by instruments of transfer and stock powers undated and endorsed in blank;

(E) in no event shall the Administrative Agent or any Lender be entitled to exercise the voting power in respect of more than 65.0% of the voting Equity Interests of any “first-tier” Foreign Subsidiary; and

(F) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in this Agreement and the Collateral Documents.

“Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement, each of the Mortgages, collateral assignments, security agreements, pledge agreements, intellectual property security agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 4.02, Section 6.11 or Section 6.13 (including, without limitation, the Dutch Pledge Agreement), and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commitment” means a Term Commitment, a Revolving Credit Commitment or an Extended Revolving Credit Commitment of any Class, as the context may require.

“Commitment Letter” means that certain Amended and Restated Commitment Letter dated as of May 25, 2010 by and among (i) Deutsche Bank Trust Company Americas, Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc., (ii) J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A., (iii) Bank of America, N.A., Banc of America Securities LLC and Banc of America Bridge LLC, (iv) Credit Suisse AG, Cayman Islands Branch and Credit Suisse Securities (USA) LLC, (v) U.S. Bank National Association, (vi) the Borrower and (vii) the Purchaser.

-15-

“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of LIBOR Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Company” means the Borrower, together with its successors and assigns.

“Company Material Adverse Effect” means a “Company Material Adverse Effect” as defined in the Purchase Agreement (without giving effect to any amendment, modification or supplement thereto, except to the extent consented to by the Arrangers in accordance with the terms of the Commitment Letter).

“Compensation Period” has the meaning set forth in Section 2.12(c)(ii).

“Competitors” means any provider of one or more of the following data and information management services: credit reports, credit scores, analytical services, risk management, portfolio review, direct marketing, credit monitoring, identification management, fraud detection, resources to help consumers manage their credit, auto information solutions, and receivables management services. Competitors include, but are not limited to, any of those companies currently operating under the following corporate umbrellas: Equifax Inc.; Experian Group Ltd.; Fair Isaac Corporation; Reed Elsevier Group plc/Lexis; First Advantage Corporation; Innovis Inc.; Intersections, Inc.; Moody’s Corp.; Axciom Corporation; Dun & Bradstreet Corp.; Fiserv Inc.; The McGraw-Hill Companies, Inc; Thomson Reuters Corporation; Wolters Kluwer N.V.; Accenture plc; Automatic Data Processing, Inc.; Alliance Data Systems Corporation; CyberSource Corporation; Fidelity National Information Services Inc.; Paychex Inc.; SunGard Data Systems Inc.; and Volt Information Sciences, Inc.

“Compliance Certificate” means a certificate substantially in the form of Exhibit E.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus:

(a) without duplication and, except with respect to clause (v) or (viii) below, to the extent deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period with respect to Holdings and its Restricted Subsidiaries:

(i) total interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in computing Consolidated Net Income, (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest payments, (d) the interest component of Capitalized Leases, (e) net payments, if any, pursuant to interest rate Swap Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (g) any expensing of bridge, commitment and other financing fees and (h)

-16-

commissions, discounts, yield and other fees and charges (including related interest expenses) related to any Receivables Facility) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities (whether amortized or immediately expensed),

(ii) provision for taxes based on income, profits or capital of Holdings and the Restricted Subsidiaries, including, without limitation, federal, state, franchise and similar taxes (such as Delaware franchise tax) and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations,

(iii) depreciation and amortization (including amortization of intangible assets, deferred financing fees, debt issuance costs, commissions, fees and expenses, bridge, commitment and other financing fees, discounts, yield and other fees and charges (including interest expense) related to any Receivables Facility, and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of Holdings and its Restricted Subsidiaries),

(iv) severance and signing bonuses, stock options and other equity based compensation expenses, management fees and expenses, including, without limitation, any one time expense relating to enhanced accounting function or other transaction costs, including those associated with becoming a public company, relocation costs and expenses, Transaction Expenses, integration costs, transition costs, consolidation and closing costs for facilities, costs incurred in connection with any non-recurring strategic initiatives, costs incurred in connection with acquisitions and non-recurring intellectual property development after the Closing Date, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design and implementation costs), project start-up costs and other restructuring charges, accruals or reserves (including restructuring costs related to acquisitions after the Closing Date and to closure/consolidation of facilities, retention charges, systems establishment costs and excess pension charges); provided that the aggregate amount of all cash items added pursuant to this clause (iv) for all periods (other than (A) Transaction Expenses, (B) severance costs and (C) cash restructuring charges related to Permitted Acquisitions and Investments) shall not exceed $100,000,000,

(v) the portion attributable to Holdings and its Restricted Subsidiaries (based on their percentage ownership) of the net income (loss) for such period of any Person that is not a Subsidiary, or that is accounted for by the equity method of accounting (but in any event excluding any Unrestricted Subsidiary), to the extent that the same was not included or otherwise deducted (and not added back) in such period in computing Consolidated Net Income,

(vi) the amount of (A) management, consulting, monitoring and advisory fees and related expenses paid to the Permitted Holders in an amount not to exceed $5,000,000 in the aggregate in any calendar year and (B) payments by Holdings or any of its Restricted Subsidiaries to any of the Permitted Holders made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of the Borrower in good faith,

-17-

(vii) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests),

(viii) the amount of cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized in connection with the Transactions or any Specified Transaction or the implementation of an operational initiative after the Closing Date (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02(a), certifying that (x) such cost savings, operating expense reductions, other operating improvements and synergies are reasonably anticipated to be realized and factually supportable in the good faith judgment of the Borrower, and (y) such actions are to be taken within (I) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, 12 months after the Closing Date and (II) in all other cases, within 12 months after the consummation of the acquisition, Disposition or the implementation of an initiative, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (viii) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) to the extent that any cost savings, operating expense reductions, other operating improvements and synergies are not associated with the Transactions or a Specified Transaction following the Closing Date, all steps shall have been taken for realizing such savings, (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (viii) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions, other operating improvements and synergies and (E) the aggregate amount of cost savings, operating expense reductions, other operating improvements and synergies added pursuant to this clause (viii) in determining Consolidated EBITDA for any Test Period shall not exceed (x) if associated with any individual Specified Transaction (but excluding the Transactions), 10.0% of Consolidated EBITDA for such Test Period (determined on a Pro Forma Basis giving effect to such Specified Transaction) and (y) if not associated with any individual Specified Transaction or the Transactions, 10.0% of Consolidated EBITDA for such Test Period,

(ix) any net loss from disposed, abandoned or discontinued operations,

-18-

(x) any non-cash increase in expenses resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization and variances),

(xi) proceeds of business interruption insurance,

(xii) other accruals, payments and expenses (including legal, tax, structuring and other costs and expenses) incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated on the Closing Date and any such transaction undertaken but not completed); provided, that for the avoidance of doubt, the effects of expensing all transaction related expenses in accordance with Financial Accounting Standards No. 141(R) and gains or losses associated with FASB Interpretation No. 45 shall be excluded,

(xiii) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back,

(xiv) the amount of loss on sales of Receivables Assets to a Receivables Subsidiary in connection with a Receivables Facility, and

(xv) non-cash expenses, charges and losses (including impairment charges or asset write-offs, losses from investments recorded using the equity method, stock-based awards compensation expense or expenses relating to the vesting of warrants), in each case other than (A) any non-cash charge representing amortization of a prepaid cash item that was paid and not expensed in a prior period and (B) any non-cash charge relating to write-offs, write-downs or reserves with respect to accounts receivable or inventory; provided that if any non-cash charges referred to in this clause (xv) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid, and

(xvi) the amount of any non-controlling interest consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly-owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income,

less (b) without duplication and to the extent included in arriving at such Consolidated Net Income, (i) extraordinary, unusual or non-recurring gains, (ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period) and (iii) any net gain from disposed, abandoned or discontinued operations; provided that, for the avoidance of doubt, any gain representing the reversal of any non-cash charge referred to in clause (a)(xv)(B) above for a prior period shall be added (together with, without duplication, any amounts received in respect thereof to the extent not increasing Consolidated Net Income) to Consolidated EBITDA in any subsequent period to such extent so reversed (or received);

-19-

provided that:

(A) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA (x) currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain (i) resulting from Swap Contracts for currency exchange risk and (ii) resulting from intercompany indebtedness) and (y) gains or losses on Swap Contracts,

(B) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standard No. 39 and their respective related pronouncements and interpretations,

(C) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any income (loss) for such period attributable to the early extinguishment of (i) Indebtedness, (ii) obligations under any Swap Contracts or (iii) other derivative instruments, and

(D) there shall be excluded in determining Consolidated EBITDA for any period any after-tax effect of non-recurring items (including gains or losses and all fees and expenses relating thereto) relating to curtailments or modifications to pension and post-retirement employee benefit plans for such period.

Notwithstanding anything to the contrary contained herein (but subject to Section 1.09 with respect to Specified Transactions occurring after the Closing Date), for purposes of determining Consolidated EBITDA under this Agreement for any period that includes (x) any of the fiscal quarters ended June 30, 2009, September 30, 2009, December 31, 2009 and March 31, 2010, Consolidated EBITDA for such fiscal quarters shall be $79,250,000, $81,340,000, $74,430,000 and $70,850,000, respectively or (y) any other period occurring prior to the Closing Date, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Transactions.

“Consolidated Net Income” means, for any period, the net income (loss) of Holdings, the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, provided, however, that, without duplication,

(a) any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of extraordinary, non-recurring or unusual items (including gains or losses and less all fees and expenses relating thereto) for such period shall be excluded,

(b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income shall be excluded,

-20-

(c) accruals and reserves that are established or adjusted within twelve months after the Closing Date that are so required to be established or adjusted as a result of the Transactions in accordance with GAAP or changes as a result of adoption or modification of accounting policies in accordance with GAAP shall be excluded,

(d) any net pro forma after-tax gains or losses on disposal of abandoned, disposed or discontinued operations shall be excluded,

(e) any net pro forma after-tax effect of gains or losses (less all fees, expenses and charges) attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary course of business, as determined in good faith by the Borrower, shall be excluded,

(f) the net income (loss) for such period of any Person that is not a Subsidiary of Holdings, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of Holdings shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to Holdings or a Restricted Subsidiary thereof in respect of such period,

(g) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(h) any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of Holdings or any of its direct or indirect Restricted Subsidiaries in connection with the Transactions, shall be excluded,

(i) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days), shall be excluded,

(j) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption shall be excluded, and

-21-

(k) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Restricted Subsidiaries shall be excluded (except to the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis in accordance with Section 1.09).

For the avoidance of doubt, revenue will be accounted for on a GAAP basis and the recognition of any deferred revenue will be included in Consolidated Net Income in the same period as recognized for GAAP.

There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments (including the effects of such adjustments pushed down to Holdings and its Restricted Subsidiaries) in component amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions or other Investments, or the amortization or write-off of any amounts thereof. However, to the extent that deferred revenue is reduced as a result of the application of purchase accounting rules, revenue will be increased in subsequent periods to reflect the amount of revenue that would be recognized each period if there were no purchase accounting adjustments to deferred revenue.

“Consolidated Total Net Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of Holdings and its Restricted Subsidiaries outstanding on such date, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition and (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire principal amount thereof), consisting of Indebtedness for borrowed money, Attributable Indebtedness, and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, that is held by Holdings and its Restricted Subsidiaries as of such date free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), clauses (i), (ii) and (iii) of Section 7.01(k) and Section 7.01(p), provided that this clause (b) shall be limited to (x) for purposes of the definition of Closing Date Total Net Leverage Ratio, $100,000,000 and (y) for all other purposes, $150,000,000; provided, further, that Consolidated Total Net Debt shall not include Indebtedness in respect of (i) letters of credit (including Letters of Credit), except to the extent of unreimbursed amounts thereunder, provided that any unreimbursed amount under trade letters of credit shall not be counted as Consolidated Total Net Debt until three (3) Business Days after such amount is drawn and (ii) Unrestricted Subsidiaries; it being understood, for the avoidance of doubt, that obligations under Swap Contracts entered into for non-speculative purposes do not constitute Consolidated Total Net Debt.

-22-

“Consolidated Working Capital” means, with respect to Holdings and its Restricted Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (b) the effects of purchase accounting or (c) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under Swap Contracts.

“Continuing Directors” means the directors of Holdings on the Closing Date, as elected or appointed after giving effect to the Transactions, and each other director, if, in each case, such other director’s nomination for election to the board of directors of Holdings is recommended by a majority of the then Continuing Directors or such other director receives the vote of, or is appointed or otherwise approved by, such Permitted Holders in his or her election by the stockholders of Holdings necessary to elect such director.

“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow.”

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power or by contract. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative CNI Amount” means (a) at any time prior to the date on which financial statements have been delivered pursuant to Section 6.01(b) in respect of the fiscal quarter ending September 30, 2010, zero, and (b) at any time thereafter, 50.0% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from July 1, 2010 to the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or (b).

“Current Assets” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits (but excluding (i) assets held for sale, (ii) loans (permitted) to third parties, (iii) Pension Plan assets, (iv) deferred bank fees, (v) derivative financial instruments and (vi) in the event that a Receivables Facility is accounted for off-balance sheet, (x) gross accounts receivable comprising a part of the Receivables Assets subject to such Receivables Facility less (y) collection against the amount sold pursuant to clause (x)).

-23-

“Current Liabilities” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) the current portion of interest, (c) accruals for current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves, (e) deferred revenue, (f) any Revolving Credit Exposure and (g) the current portion of pension liabilities.

“DBTCA” means Deutsche Bank Trust Company Americas and its successors.

“Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning set forth in Section 2.05(b)(vii).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a LIBOR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender Default.”

“Designated Non-cash Consideration” means the fair market value of non-cash consideration (including, without limitation, services) received by Holdings or a Restricted Subsidiary in connection with a Disposition that is so designated as Designated Non-cash Consideration pursuant to an officer’s certificate, setting forth the basis of such valuation, executed by a Responsible Officer of the Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designation Date” has the meaning set forth in Section 6.14.

“Discount Range” has the meaning set forth in Section 2.05(c)(ii).

“Discounted Prepayment Option Notice” has the meaning set forth in Section 2.05(c)(ii).

-24-

“Discounted Voluntary Prepayment” has the meaning set forth in Section 2.05(c)(i).

“Discounted Voluntary Prepayment Notice” has the meaning set forth in Section 2.05(c)(v).

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale-Leaseback Transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary of Holdings) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable (including pursuant to any Receivables Facility) or any rights and claims associated therewith.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests or solely at the direction of the issuer), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than if the issuer has the option to settle for Qualified Equity Interests and cash in lieu of fractional shares), in whole or in part, (c) requires the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), the Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or if its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Restricted Subsidiary” means any direct or indirect Restricted Subsidiary of Holdings which is a Domestic Subsidiary.

“Domestic Subsidiary” means any Subsidiary (i) that is organized under the Laws of the United States, any state thereof or the District of Columbia or (ii) otherwise designated by Holdings as a “Domestic Subsidiary” in an officer’s certificate delivered by a Responsible Officer of Holdings to the Administrative Agent (such Subsidiary being deemed a “Domestic Subsidiary” until such time, if any, that a Responsible Officer of Holdings shall deliver to the Administrative Agent a subsequent officer’s certificate certifying that such Subsidiary is no longer deemed a “Domestic Subsidiary”. Notwithstanding the foregoing, for purposes of clause (ii) of the immediately preceding sentence, Holdings may only deem that any such Subsidiary is no longer a “Domestic Subsidiary” if (x) immediately before and after such designation, no

-25-

Default or Event of Default shall have occurred and be continuing and (y) all transactions involving such Subsidiary since the Closing Date (including, without limitation, all Investments in such Subsidiary) would have been permitted if such Subsidiary was not deemed to be a “Domestic Subsidiary” at all times from and after the Closing Date.

“Dutch Pledge Agreement” has the meaning set forth in Section 6.11(d).

“ECF Test Date” has the meaning set forth in Section 2.05(b).

“Eligible Assignee” means and includes a commercial bank, an insurance company, a finance company, a financial institution, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act) (other than a natural person) but in any event excluding (x) any Competitor and (y) except to the extent provided in Section 2.05(c) and 10.07(k), the Sponsor, Holdings or any Subsidiary of Holdings.

“EMU” shall mean economic and monetary union as contemplated in the Treaty on European Union.

“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna.

“Environmental Laws” means the common law and any applicable Laws, in any case, relating to pollution or the protection of the Environment, or the protection of human health (to the extent relating to exposure to Hazardous Materials) and safety as it relates to the environment, including any applicable provisions of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., and the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., and all analogous state or local statutes, and the regulations promulgated pursuant thereto.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

-26-

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities); provided, that any instrument evidencing Indebtedness convertible or exchangeable for Equity Interests shall not be deemed to be Equity Interests, unless and until any such instruments are so converted or exchanged.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with a Loan Party or any Restricted Subsidiary within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization or insolvency, or the receipt by any Loan Party, any Restricted Subsidiary or any ERISA Affiliate of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (d) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code, whether or not waived; (g) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to a Loan Party or any Restricted Subsidiary; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate.

“Euros” and the sign “€” mean the currency introduced on January 1, 1999 at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community being the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986, the Maastricht Treaty (which was signed at Maastricht on February 7, 1992) and the Treaty of Amsterdam (which was signed in Amsterdam on October 2, 1997).

“Event of Default” has the meaning set forth in Section 8.01.

“Excess Cash Flow” means, for any period, an amount equal to (a) the sum, without duplication, of (i) Consolidated Net Income for such period, (ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital and

-27-

long-term accounts receivable of Holdings and its Restricted Subsidiaries for such period (other than any such decreases arising from acquisitions or dispositions by Holdings and its Restricted Subsidiaries completed during such period) and (iv) an amount equal to the aggregate net non-cash loss on Dispositions by Holdings and its Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income minus (b) the sum, without duplication, of (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (k) of the definition of Consolidated Net Income, (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed during such period, to the extent that such Capital Expenditures or acquisitions were financed with internally generated cash or borrowings under the Revolving Credit Facility and were not made by utilizing the Cumulative CNI Amount, (iii) the aggregate amount of all principal payments of Indebtedness of Holdings or its Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase and (D) the repayment of up to $15,000,000 of Revolving Credit Loans incurred on the Closing Date, but excluding (X) all other voluntary and mandatory prepayments of Term Loans, (Y) all other prepayments of Revolving Credit Loans and Swing Line Loans made during such period and (Z) all payments in respect of any other revolving credit facility made during such period, except in the case of clause (Z) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash, (iv) an amount equal to the aggregate net non-cash gain on Dispositions by Holdings and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income, (v) increases in Consolidated Working Capital and long-term accounts receivable of Holdings and its Restricted Subsidiaries for such period (other than any such increases arising from acquisitions or dispositions by Holdings and its Restricted Subsidiaries during such period), (vi) cash payments by Holdings and its Restricted Subsidiaries during such period in respect of long-term liabilities of Holdings and its Restricted Subsidiaries other than Indebtedness, (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period by Holdings and its Restricted Subsidiaries on a consolidated basis pursuant to Section 7.02 to the extent that such Investments and acquisitions were financed with internally generated cash and were not made by utilizing the Cumulative CNI Amount, (viii) the amount of Restricted Payments paid during such period pursuant to Section 7.06(f) to the extent such Restricted Payments were financed with internally generated cash or borrowings under the Revolving Credit Facility, (ix) the aggregate amount of expenditures actually made by Holdings and its Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness, (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by Holdings and its Restricted Subsidiaries pursuant to binding contracts or

-28-

executed letters of intent (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions, acquisitions, Investments or Capital Expenditures or acquisitions of intellectual property (to the extent not expensed) to be consummated or made, plus any restructuring cash expenses, pension payments or tax contingency payments that have been added to Excess Cash Flow pursuant to clause (a)(ii) above required to be made, in each case during the period of four consecutive fiscal quarters of Holdings following the end of such period, provided that to the extent the aggregate amount of internally generated cash not utilizing the Cumulative CNI Amount actually utilized to finance such Permitted Acquisitions, acquisitions, Investments, Capital Expenditures or acquisitions of intellectual property during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, (xii) the amount of cash taxes (including penalties and interest) or the tax reserves set aside in a prior period to the extent paid in cash in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, (xiii) cash expenditures in respect of Swap Contracts during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income, (xiv) any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset, (xv) reimbursable or insured expenses incurred during such fiscal year to the extent that reimbursement has not yet been received, and (xvi) cash expenditures for costs and expenses in connection with acquisitions or Investments, dispositions and the issuance of equity interests or Indebtedness to the extent not deducted in arriving at such Consolidated Net Income. Notwithstanding anything in the definition of any term used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow shall be computed for Holdings and its Restricted Subsidiaries on a consolidated basis.

“Excess Cash Flow Period” means each fiscal year of Holdings commencing with the fiscal year ending December 31, 2012.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Affiliate” means, with respect to any Person, Affiliates of such Person that are (i) engaged as principals primarily in private equity, mezzanine financing or venture capital, (ii) customers of Holdings and its Subsidiaries or (iii) Competitors.

“Excluded Information” has the meaning set forth in Section 2.05(c)(i).

“Excluded Subsidiary” means (a) any Subsidiary that is not directly or indirectly a wholly owned Subsidiary of Holdings, (b) any Subsidiary that does not have (i) the greater of (A) assets representing 1.0% or more of the Adjusted Total Assets of Holdings or (B) total assets in excess of $15,000,000 or more, in each case, excluding intercompany indebtedness, or (ii) revenues representing the greater of (A) 1.0% or more of the consolidated revenues of Holdings or (B) $15,000,000, in each case, as of the end of or for the most recent period of four consecutive fiscal quarters of Holdings for which financial statements have been delivered pursuant to Section 6.01(a) or (b) (or, prior to the first delivery of any such financial statements, as of the end of or for the period of four consecutive fiscal quarters of Holdings most recently ended prior to the date of this Agreement), (c) any Subsidiary that is prohibited by applicable Law or Contractual Obligations that are in existence on the Closing Date or at the time of

-29-

acquisition of such Subsidiary and not entered into in contemplation thereof from guaranteeing the Obligations or if guaranteeing the Obligation would require governmental (including regulatory) consent, approval, license or authorization (unless such consent, approval license or authorization has been obtained), (d) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the burden or cost or other consequences (including any material adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (e) any Foreign Subsidiary, (f) any non-for-profit Subsidiaries, (g) any Unrestricted Subsidiaries, (h) any special purpose securitization vehicle or a captive insurance subsidiary, (i) any direct or indirect Domestic Subsidiary all or substantially all of the assets of which consist of the Equity Interests of one or more Foreign Subsidiaries, (j) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary and (k) any Receivables Subsidiary; provided that no Subsidiary that guarantees the Senior Notes or any Junior Financing shall be deemed to be an Excluded Subsidiary at any time any such guarantee is in effect.

“Excluded Taxes” means, with respect to any Agent, any Lender (including any L/C Issuer or Swing Line Lender), or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) any Taxes imposed on (or measured by) its net income or net profits (or any franchise or similar Taxes in lieu thereof) by the jurisdiction under the laws of which such recipient is organized, in which its principal office is located or in which it is otherwise doing business or, in the case of any Lender, in which its Lending Office is located, (b) any Taxes in the nature of branch profits tax within the meaning of section 884(a) of the Code or any similar tax imposed by any jurisdiction described in (a), (c) other than in the case of an assignee pursuant to a request by the Borrower under Section 3.07, any withholding tax that is imposed on any interest payable to such Person pursuant to any Law in effect at the time such Person becomes a party to this Agreement (or designates a new Lending Office), except to the extent that such Person (or its assignor, if any) was entitled, at the time of designation of a new applicable Lending Office (or assignment), to receive additional amounts with respect to such United States federal withholding Tax pursuant to Section 3.01(a), (d) any withholding tax (including backup withholding tax) that is attributable to such Person’s failure to comply with Section 3.01(d), or (e) any United States federal withholding tax that would not have been imposed but for a failure by such recipient (or any financial institution through which any payment is made to such recipient) to comply with the applicable requirements of Sections 1471 through 1474 of the Code or any Treasury Regulation promulgated thereunder or published administrative guidance implementing such Sections.

“Existing Credit Agreement” means the Credit Agreement, dated as of November 16, 2009, among Holdings, the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (as amended, modified or supplemented to but excluding the Closing Date).

“Existing Indebtedness” has the meaning set forth in Section 4.02(h).

“Extended Revolving Credit Commitment” means (i) each Revolving Credit Commitment set forth in Part 1 of Schedule 1.01A under the caption “Extended Revolving Credit Commitment” and (ii) any other Revolving Credit Commitment which is deemed to be an “Extended Revolving Credit Commitment” pursuant to Section 2.15 hereof after the Amendment No. 1 Effective Date.

-30-

“Extended Term Loans” has the meaning set forth in Section 2.15(a).

“Extending Revolving Credit Lender” means (i) each Revolving Credit Lender set forth in Part I of Schedule 1.01A which has agreed to convert all or a portion of its Original Revolving Credit Commitment into an Extended Revolving Credit Commitment pursuant to Amendment No. 1 and (ii) any other Revolving Credit Lender which is deemed to be an “Extending Revolving Credit Lender” pursuant to Section 2.15 hereof after the Amendment No. 1 Effective Date.

“Extending Term Lender” has the meaning set forth in Section 2.15(a).

“Extension” has the meaning set forth in Section 2.15(a).

“Extension Offer” has the meaning set forth in Section 2.15(a).

“Facility” means the Term Loans, the Revolving Credit Facility, the Extended Term Loans, or Loans extended pursuant to any Extended Revolving Credit Commitment, as the context may require.

“FATCA” means Sections 1471, 1472, 1473 and 1474 of the Code, or any Treasury Regulation promulgated thereunder or published administrative guidance implementing such Sections.

“Federal Funds Rate” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent in its reasonable judgment (rounded upward, if necessary, to a whole multiple of 1/100 of 1.00%).

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“Foreign Casualty Event” has the meaning set forth in Section 2.05(b)(x).

“Foreign Disposition” has the meaning set forth in Section 2.05(b)(x).

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of Holdings which is not a Domestic Subsidiary.

“Foreign Subsidiary Acquisition Basket Amount” has the meaning set forth in Section 7.02(g)(vi).

-31-

“Foreign Subsidiary Excess Cash Flow” has the meaning set forth in Section 2.05(b)(ix).

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning set forth in Section 10.07(h).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of any other Person, whether or not such Indebtedness is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any contractual arrangement, including, but not limited to, any acquisition, capital expenditure, investment or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

-32-

“Guaranteed Obligations” has the meaning set forth in Section 11.01.

“Guarantors” means Holdings and the Subsidiaries of Holdings (other than the Borrower and any Excluded Subsidiary) and any other Domestic Subsidiary that, at the option of the Borrower, issues a Guarantee of the Obligations after the Closing Date. Notwithstanding any provision set forth herein or in any other Loan Documents to the contrary, and for avoidance of doubt, in no event shall (x) any Subsidiary that is not a Domestic Subsidiary (or an entity that is a direct or indirect Subsidiary of such Subsidiary) be required to guarantee the obligations of the Borrower or any Domestic Subsidiary, (y) the assets of any Subsidiary that is not a Domestic Subsidiary (or an entity that is a direct or indirect Subsidiary of such Subsidiary) directly or indirectly constitute security or secure payment of the obligations of the Borrower or any Domestic Subsidiary, or (z) a Loan Party deliver a pledge (A) in excess of 65.0% of any voting Equity Interest of any “first-tier” Subsidiary that is not a Domestic Subsidiary or (B) of any Equity Interest of any “second-tier” or lower Subsidiary that is not a Domestic Subsidiary.

“Guaranty” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.

“Hazardous Materials” means all materials, pollutants, contaminants, chemicals, compounds, constituents, substances or wastes, in any form, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, mold, electromagnetic radio frequency or microwave emissions, that are regulated pursuant to, or which could give rise to liability under, applicable Environmental Law.

“Hedge Bank” has the meaning specified in the definition of Secured Hedge Agreement.

“Holdings” has the meaning set forth in the preamble hereto.

“Honor Date” has the meaning set forth in Section 2.03(c)(i).

“Immaterial Subsidiary” has the meaning set forth in Section 8.03.

“Incremental Amendment” has the meaning set forth in Section 2.14(a).

“Incremental Facility Closing Date” has the meaning set forth in Section 2.14(a).

“Incremental Term Loans” has the meaning set forth in Section 2.14(a).

-33-

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following:

(a) all obligations of such Person for borrowed money and all monetary obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of credit (including standby and trade), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation until such obligation becomes a non-contingent liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities and expenses accrued in the ordinary course);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness; and

(g) all obligations of such Person in respect of Disqualified Equity Interests;

if and to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP; and

(h) to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Net Debt and (B) shall exclude obligations in respect of Receivables Facilities. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnified Taxes” means any Taxes other than Excluded Taxes.

-34-

“Indemnitees” has the meaning set forth in Section 10.05.

“Information” has the meaning set forth in Section 10.08.

“Initial Lenders” means DBTCA, Bank of America, N.A., JPMorgan Chase Bank, N.A., Credit Suisse AG, Cayman Islands and U.S. Bank National Association.

“Intellectual Property Security Agreement” means any agreement substantially in the form of Annex A, B or C to the Security Agreement.

“Intercreditor Agreement” means an intercreditor agreement by and among the Collateral Agent and the collateral agents or other representatives for the holders of Indebtedness secured by Liens on the Collateral that are intended to rank junior to the Liens securing the Obligations and that are otherwise Permitted Liens providing that all proceeds of Collateral shall first be applied to repay the Secured Obligations in full prior to being applied to any obligations under the Indebtedness secured by such junior Liens and that until the termination of the Aggregate Commitments and the repayment in full (or cash collateralization of Letters of Credit) of all Secured Obligations (other than contingent obligations not then due and payable), the Collateral Agent shall have the sole right to exercise remedies against the Collateral (subject to customary exceptions and the expiration of any standstill provisions) and otherwise in form and substance reasonably satisfactory to the Collateral Agent.

“Interest Determination Date” means, with respect to any LIBOR Loan, the second Business Day prior to the commencement of any Interest Period relating to such LIBOR Loan.

“Interest Payment Date” means, (a) as to any LIBOR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a LIBOR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“Interest Period” means, as to each LIBOR Loan, the period commencing on the date such LIBOR Loan is disbursed or converted to or continued as a LIBOR Loan and ending on the date one, two, three or six months thereafter or, to the extent agreed by each Lender of such LIBOR Loan, nine or twelve months or any other date thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

-35-

(iii) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions received by such Person with respect thereto.

“IP Rights” has the meaning set forth in Section 5.15.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Request, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Joint Venture Basket Amount” has the meaning set forth in Section 7.02(r)(i).

“Junior Financing” has the meaning set forth in Section 7.13(a).

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Junior Lien Incremental Facility” has the meaning set forth in Section 2.14(a).

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

-36-

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Cash Collateral Account” has the meaning set forth in Section 2.03(g).

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the face amount thereof.

“L/C Issuer” means each of DBTCA, Deutsche Bank AG New York Branch and any other Lender that becomes an L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder; provided that, if any Extension or Extensions of Revolving Credit Commitments is or are effected in accordance with Section 2.15, then on the occurrence of the Original Revolving Credit Maturity Date and on each later date which is or was at any time a Maturity Date with respect to Revolving Credit Commitments (each, an “L/C Issuer/Swing Line Termination Date”), each L/C Issuer at such time shall have the right to resign as an L/C Issuer on, or on any date within twenty (20) Business Days after, the respective L/C Issuer/Swing Line Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the respective entity so resigning shall retain all of its rights hereunder and under the other Loan Documents as an L/C Issuer with respect to all Letters of Credit theretofore issued by it (which Letters of Credit shall remain outstanding in accordance with the terms hereof until their respective expirations) but shall not be required to issue any further Letters of Credit hereunder. If at any time and for any reason (including as a result of resignations as contemplated by the last proviso to the preceding sentence), each L/C Issuer has resigned in such capacity in accordance with the preceding sentence, then no Person shall be a L/C Issuer hereunder obligated to issue Letters of Credit unless and until (and only for so long as) a Lender (or affiliate of a Lender) reasonably satisfactory to the Administrative Agent and the Borrower agrees to act as L/C Issuer hereunder.

“L/C Issuer/Swing Line Termination Date” has the meaning set forth in the definition of “L/C Issuer.”

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

-37-

“Lender” has the meaning set forth in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and a Swing Line Lender, and their respective permitted successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

“Lender Default” means (i) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender to make available its portion of any incurrence of Loans (including under Section 2.04(c)) or reimbursement obligations under Section 2.03(c), which refusal or failure is not cured within one Business Day after the date of such refusal or failure; (ii) the failure of any Lender to pay over to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due; (iii) such Lender becomes subject to a Lender-Related Distress Event; or (iv) a Lender has notified the Administrative Agent, the Swing Line Lender, any L/C Issuer and/or any Loan Party (x) that it is insolvent, (y) that it does not intend to comply with its obligations under this Agreement in circumstances where such non-compliance would constitute a breach of such Lender’s obligations under this Agreement or (z) of the events described in preceding clause (iii); provided that, for purposes of (and only for purposes of) Section 2.03(a) and Section 2.04(a) (and the term “Defaulting Lender” as used therein), the term “Lender Default” shall also include (i) any previously cured “Lender Default” of such Lender under this Agreement, unless such Lender Default has ceased to exist for a period of at least 90 consecutive days and (ii) any default by a Lender with respect to its obligations under any other credit facility to which it is a party and which the Swing Line Lender, any L/C Issuer or the Administrative Agent reasonably believes in good faith has occurred and is continuing.

“Lender-Related Distress Event” mean, with respect to any Lender or any person that directly or indirectly Controls such Lender (each, a “Distressed Person”), as the case may be, a voluntary or involuntary case with respect to such Distressed Person under any Debtor Relief Law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any governmental authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interest in any Lender or any person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a trade letter of credit or a standby letter of credit.

“Letter of Credit Expiration Date” means the latest scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

-38-

“Letter of Credit Request” means an application and agreement pursuant to which the Borrower shall request the issuance or amendment of a Letter of Credit in the form of Exhibit C hereto, appropriately completed (or in such other form as from time to time in use by the respective L/C Issuer).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“LIBOR” means, with respect to any Borrowing of LIBOR Loans for any Interest Period, (a) the higher of (i) the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two (2) Business Days prior to the commencement of such Interest Period by reference to the Reuters Screen LIBOR01 for deposits in Dollars (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) for a period equal to such Interest Period; provided that to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBOR” shall be the interest rate per annum (rounded upward to the next 1/100th of 1.00%) determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two (2) Business Days prior to the beginning of such Interest Period, and (ii) (x) in respect of Term Loans, 1.50% per annum, (y) in respect of Revolving Loans made pursuant to Extended Revolving Credit Commitments that were created pursuant to Amendment No. 1, 1.50% per annum and (z) for all other purposes, 1.75% per annum divided by (b) a percentage equal to 100.0% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D).

“LIBOR Loan” means a Loan that bears interest at a rate based on LIBOR.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing). For the avoidance of doubt, “Lien” shall not be deemed to include any licenses of IP Rights.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loan and any extensions of credit under any Revolving Commitment Increase and any Extended Term Loans and any extensions of credit under any Extended Revolving Credit Commitment).

-39-

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) each Letter of Credit Request and (v) any amendment, modification or supplement to any of the foregoing (including any Incremental Amendment).

“Loan Parties” means, collectively, the Borrower, each Guarantor and, without duplication, each Pledgor under and as defined in the Pledge Agreement.

“Management Stockholders” means the members of management of Holdings, the Borrower or any of its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof, excluding any Pritzker Entities.

“Margin Stock” has the meaning set forth in Regulation U.

“Master Agreement” has the meaning set forth in the definition of “Swap Contract.”

“Material Adverse Effect” means (i) on or prior to the Closing Date, a Company Material Adverse Effect and (ii) after the Closing Date, (a) a material adverse effect on the business, operations, assets, liabilities or financial condition of Holdings and its Restricted Subsidiaries, taken as a whole; (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to fully and timely perform any of their payment obligations under any Loan Document to which Holdings or any of the Loan Parties is a party; or (c) a material adverse effect on the material rights and remedies available to the Lenders or the Collateral Agent under any Loan Document.

“Material Real Property” means any fee owned real property owned by any Loan Party (other than any owned real property subject to a Lien permitted by clause (t) or (v) of Section 7.01 to the extent and for so long as the documentation governing such Lien prohibits the granting of a Mortgage thereon to secure the Obligations) with a fair market value in excess of $5,000,000 (at the Closing Date or, with respect to real property acquired after the Closing Date, at the time of acquisition, in each case, as reasonably estimated by the Borrower in good faith); provided that if at any time the fair market value of all fee owned real properties that are not “Material Real Property” owned by the Loan Parties would exceed $20,000,000 in the aggregate, the Loan Parties shall designate additional fee owned real properties as “Material Real Property” and comply with the Collateral and Guarantee Requirement with respect thereto such that such threshold is no longer exceeded.

“Maturity Date” means (i) with respect to the Term Loans that have not been extended pursuant to Section 2.15, February 10, 2018 (the “Original Term Loan Maturity Date”), (ii) with respect to the Revolving Credit Commitments that have not been extended pursuant to Section 2.15, June 15, 2015 (the “Original Revolving Credit Maturity Date”), (iii) with respect to the Extended Revolving Credit Commitments created on the Amendment No. 1 Effective Date pursuant to Amendment No. 1, February 10, 2016 and (iv) with respect to any other tranche of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity date as specified in the applicable Extension Offer accepted by the respective Lender or Lenders; provided that if any such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.

-40-

“Maximum Rate” has the meaning set forth in Section 10.10.

“Minimum Extension Condition” has the meaning set forth in Section 2.15(c).

“Modified IP Rights” has the meaning set forth in Section 7.05(v).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage Policies” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”

“Mortgaged Properties” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”

“Mortgages” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged Property, in form and substance reasonably satisfactory to the Collateral Agent and the Borrower.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Loan Party or any Restricted Subsidiary makes or is obligated to make contributions, or has any liability or contingent liability (including liability or contingent liability on account of any ERISA Affiliate).

“Net Proceeds” means:

(a) 100.0% of the cash proceeds actually received by Holdings or any of the Restricted Subsidiaries (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from any Disposition (other than sales of Receivables Assets pursuant to a Receivables Facility) or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) any amount required to repay (x) Indebtedness (other than pursuant to the Loan Documents) that is secured by a Lien on the assets disposed of and, if such assets constitute Collateral, which Lien ranks prior to the Lien securing the Obligations or (y) Indebtedness or other obligations of any Subsidiary that is disposed of in such transaction, (iii) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to minority interests and not available for distribution to or for the account of Holdings or a wholly owned Restricted Subsidiary as a result thereof, (iv) taxes paid or reasonably estimated to be payable as a result thereof, (v) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition (provided that to the extent that any amounts are released from such escrow to Holdings or a Restricted Subsidiary, such amounts net of any related expenses shall constitute Net Proceeds) and (vi) without duplication of clause (v) above,

-41-

the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by Holdings or any of the Restricted Subsidiaries including, without limitation, Pension Plan and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); provided that, if no Event of Default exists, Holdings and its Restricted Subsidiaries may reinvest any portion of such proceeds in assets useful for their businesses within 12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 12-month period but within such 12-month period are contractually committed to be used, then upon the termination of such contract or if such Net Proceeds are not so used within 18 months of initial receipt, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso; it being understood that such proceeds shall constitute Net Proceeds notwithstanding any investment notice if there is a Specified Default at the time of a proposed reinvestment unless such proposed reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing); provided, further, that no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless the aggregate net proceeds exceed $5,000,000 in any fiscal year (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)),

(b) 100.0% of the cash proceeds from the incurrence, issuance or sale by Holdings or any of the Restricted Subsidiaries of any Indebtedness for borrowed money, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale, and

(c) with respect to any Receivables Facility, 100.0% of the cash proceeds of (i) any sale of Receivables Assets by Holdings or any of its Restricted Subsidiaries, (ii) the repayment by Holdings or any of its Restricted Subsidiaries of any loan solely to finance the purchase from Holdings or any Restricted Subsidiary of Receivables Assets and (iii) any return of capital invested by Holdings or any Restricted Subsidiary in the Receivables Subsidiary for such Receivables Facility, in each case (x) to the extent funded by a “borrowing” or increase in investment under such Receivables Facility and (y) net of upfront fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with the Receivables Facility.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to Holdings or any Restricted Subsidiary shall be disregarded.

“non-cash charges” has the meaning set forth in the definition of the term “Consolidated EBITDA.”

-42-

“Non-Consenting Lender” has the meaning set forth in Section 3.07(d).

“Non-extension Notice Date” has the meaning set forth in Section 2.03(b)(iii).

“Not Otherwise Applied” means, with reference to any amount of Net Proceeds of any transaction or event, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b), and (b) was not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose. The Borrower shall promptly notify the Administrative Agent of any application of such amount as contemplated by (b) above.

“Note” means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context may require.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Restricted Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, the Collateral Agent or any Lender, in its sole discretion consistent with the Loan Documents, may elect to pay or advance on behalf of such Loan Party.

“Offered Loans” has the meaning set forth in Section 2.05(c)(iii).

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

-43-

“Original Credit Agreement” means the Credit Agreement, dated as of June 15, 2010, by and among Holdings, the Borrower, the Guarantors party thereto, DBTCA, as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto.

“Original Revolving Credit Commitment” means, as to any Revolving Credit Lender, the Revolving Credit Commitment (if any) set forth opposite each such Lender’s name in Part 2 of Schedule 1.01A under the caption “Original Revolving Credit Commitment”.

“Original Revolving Credit Maturity Date” has the meaning set forth in the definition of “Maturity Date.”

“Original Term Loan Maturity Date” has the meaning set forth in the definition of “Maturity Date.”

“Other Taxes” has the meaning set forth in Section 3.01(b).

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans, Swing Line Loans, Extended Term Loans or Loans made under any Extended Revolving Credit Commitment, as applicable, on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing), Swing Line Loans, Extended Term Loans or Loans made under any Extended Revolving Credit Commitment, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Participant” has the meaning set forth in Section 10.07(e).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code and is sponsored or maintained by any Loan Party or any Restricted Subsidiary or to which any Loan Party or any Restricted Subsidiary contributes or has an obligation to contribute, or has any liability or contingent liability (including liability or contingent liability on account of an ERISA Affiliate).

“Perfection Certificate” means a certificate in the form of Exhibit N or any other form reasonably approved by the Collateral Agent and the Borrower, as the same shall be supplemented from time to time.

“Permitted Acquisition” has the meaning set forth in Section 7.02(g).

-44-

“Permitted Liens” means those Liens permitted pursuant to Section 7.01 hereof.

“Permitted Holders” means each of the Sponsor, the Pritzker Entities and the Management Stockholders; provided that if the Management Stockholders own beneficially or of record more than ten percent (10.0%) of the outstanding voting Equity Interests of Holdings in the aggregate, they shall be treated as Permitted Holders of only ten percent (10.0%) of the outstanding voting Equity Interests of Holdings at such time.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees (including original issue discount) and expenses incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal, replacement or extension at the time of incurrence has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Sections 7.03(e) or (f), at the time thereof, no Event of Default shall have occurred and be continuing and (d) if such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(o) or 7.13(a) or is otherwise a Junior Financing, (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations (x) on terms (taken as a whole) at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended or (y) on terms reasonably satisfactory to the Administrative Agent, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed, replaced or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, taken as a whole; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal, replacement or extension is incurred by the Person who is the obligor or guarantor of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended.

-45-

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established, maintained or contributed to by any Loan Party, any Restricted Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV or Section 302 of ERISA, any ERISA Affiliate.

“Platform” has the meaning set forth in Section 6.01.

“Pledge Agreement” means the Pledge Agreement substantially in the form of Exhibit H, as amended, amended and restated, modified, supplemented or extended from time to time in accordance with the terms thereof and hereof.

“Pledge Agreement Collateral” means all “Collateral” as defined in the Pledge Agreement.

“Pounds Sterling” and the sign “£” mean freely transferable lawful money of the United Kingdom (expressed in Pounds Sterling).

“Prime Lending Rate” means the rate which the Administrative Agent announces from time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer by the Administrative Agent, which may make commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate.

“Principal L/C Issuer” means DBTCA and any other L/C Issuer that has issued Letters of Credit having an aggregate Outstanding Amount in excess of $10,000,000.

“Pritzker Entities” means (i) all lineal descendants of Nicholas J. Pritzker, deceased, and all spouses and adopted children of such descendants; (ii) all trusts for the benefit of any person described in clause (i) and trustees of such trusts; (iii) all legal representatives of any person or trust described in clauses (i) or (ii); and (iv) various entities owned and/or controlled directly and/or indirectly, by the individuals and trusts described in clauses (i), (ii) or (iii) (but excluding, however, any portfolio companies Controlled by the Pritzker Entities).

“Pro Forma Balance Sheet” has the meaning set forth in Section 5.05(a)(i).

“Pro Forma Basis” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.09.

“Pro Forma Compliance” means, with respect to the covenant in Section 7.11, compliance on a Pro Forma Basis with such covenant in accordance with Section 1.09.

-46-

“Pro Forma Financial Statements” has the meaning set forth in Section 5.05(a).

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Projections” has the meaning set forth in Section 6.01(c).

“Proposed Discounted Prepayment Amount” has the meaning set forth in Section 2.05(c)(ii).

“Public Lender” has the meaning set forth in Section 6.01.

“Purchase Agreement” has the meaning set forth in the preliminary statements hereto.

“Purchase Documents” means the Purchase Agreement and all other material operative agreements relating to the Repurchase Merger and the Acquisition, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

“Purchaser” has the meaning set forth in the preliminary statements hereto.

“Purchasing Borrower Party” means Holdings or any Subsidiary of Holdings that makes a Discounted Voluntary Prepayment pursuant to Section 2.05(c).

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified IPO” means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) (i) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or (ii) after which the common Equity Interests of Holdings or any direct or indirect parent of Holdings are listed on an internationally recognized securities exchange or dealer quotation system.

“Qualified Lenders” has the meaning set forth in Section 2.05(c)(iv).

“Qualifying Loans” has the meaning set forth in Section 2.05(c)(iv).

“Ratio-Based Incremental Facility” has the meaning set forth in Section 2.14(a).

-47-

“RC Documentation Agent” means U.S. Bank National Association, as documentation agent under this Agreement with respect to Revolving Credit Facility.

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment.

“Receivables Assets” means any accounts receivable owed to Holdings or any Restricted Subsidiary (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, all proceeds of such accounts receivable and other assets (including contract rights) which are of the type customarily transferred or in respect of which security interests are customarily granted in connection with securitizations of accounts receivable and which are sold, conveyed, assigned or otherwise transferred by Holdings or a Restricted Subsidiary to either (A) a Person that is not a Restricted Subsidiary or (B) a Receivables Subsidiary that in turn sells its Receivables Assets to a Person that is not a Restricted Subsidiary.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to Holdings or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which Holdings or any of its Restricted Subsidiaries sells, conveys, assigns, grants an interest in or otherwise transfers their Receivables Assets to either (A) a Person that is not a Restricted Subsidiary or (B) a Receivables Subsidiary that in turn sells its Receivables Assets to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any Receivables Assets or participation interests therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages in one or more Receivables Facilities and other activities reasonably related thereto.

“Refinanced Term Loans” has the meaning set forth in Section 10.01.

“Refinancing” means the refinancing transactions described in Section 4.02(h).

“Register” has the meaning set forth in Section 10.07(d).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect.

-48-

“Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect.

“Rejection Notice” has the meaning set forth in Section 2.05(b)(vii).

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating in, into, onto or through the Environment.

“Replacement Term Loan Amendment” has the meaning set forth in Amendment No. 1.

“Replacement Term Loans” has the meaning set forth in Section 10.01.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Repricing Transaction” means (1) the incurrence by Holdings or any of its Restricted Subsidiaries of any Indebtedness (including, without limitation, any new or additional term loans under this Agreement (including Replacement Term Loans), whether incurred directly or by way of the conversion of Term Loans into a new tranche of replacement term loans under this Agreement) that is broadly marketed or syndicated to banks and other institutional investors in financings similar to the facilities provided for in this Agreement (i) having an “effective” yield for the respective Type of such Indebtedness that is less than the “effective” yield for Term Loans of the respective Type (with the comparative determinations to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, upfront or similar fees or “original issue discount”, in each case, shared with all lenders or holders of such Indebtedness or Term Loans, as the case may be, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such Indebtedness or Term Loans, as the case may be, and without taking into account any fluctuations in LIBOR or comparable rate), but excluding Indebtedness incurred in connection with a Change of Control, and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Term Loans or (2) any effective reduction in the Applicable Rate for Term Loans (e.g., by way of amendment, waiver or otherwise) (with such determination to be made in the reasonable judgment of the Administrative Agent, consistent with generally accepted financial practices). Any such determination by the Administrative Agent as contemplated by preceding clauses (1) and (2) shall be conclusive and binding on all Lenders holding Term Loans.

“Repurchase Merger” has the meaning set forth in the preliminary statements hereto.

“Request for Credit Extension” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Request, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

-49-

“Required Class Lenders” means, as of any date of determination and subject to the limitations set forth in Section 10.07(l), Term Lenders having more than 50.0% of the aggregate principal amount of outstanding Term Loans of all Term Lenders.

“Required Lenders” means, as of any date of determination and subject to the limitations set forth in Section 10.07(l), Lenders having more than 50.0% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Credit Lenders” means, as of any date of determination, Lenders having more than 50.0% of (a) the Revolving Credit Commitments or (b) after the termination of the Revolving Credit Commitments, the Revolving Credit Exposure; provided that the Revolving Credit Commitment and the Revolving Credit Exposure of any Defaulting Lender shall be excluded for the purposes of making a determination of Required Revolving Credit Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Borrower; provided, that cash or Cash Equivalents maintained by any Foreign Subsidiary that is subject to minority shareholder approval before being distributed to Borrower (a “Shareholder Restriction”) shall not be deemed “Restricted Cash” as a result of such Shareholder Restriction.

“Restricted Payment” means any dividend, payment or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Holdings or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Holdings’ or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof). For the avoidance of doubt, no payment in respect of the RFC Loans shall constitute a Restricted Payment, but such payments shall be subject to Section 7.13.

“Restricted Subsidiary” means any Subsidiary of Holdings other than an Unrestricted Subsidiary.

-50-

“Revolving Commitment Increase” has the meaning set forth in Section 2.14(a).

“Revolving Commitment Increase Lender” has the meaning set forth in Section 2.14(a).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of LIBOR Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Original Revolving Credit Commitment” and/or “Extended Revolving Credit Commitment”, as the case may be, or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14 and Section 10.07(b)). The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $200,000,000 on the Amendment No. 1 Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the amount of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time or, if the Revolving Credit Commitments have terminated, Revolving Credit Exposure.

“Revolving Credit Loans” has the meaning set forth in Section 2.01(b).

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit D-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender to the Borrower.

“RFC Loans” means the indebtedness incurred pursuant to that certain Unsecured Promissory Note, dated June 15, 2010, issued by Holdings, as obligor, pursuant to the terms of the Purchase Agreement, as amended, modified, supplemented and restated from time to time in accordance with the terms thereof and hereof.

-51-

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Sale-Leaseback Transaction” means an arrangement relating to property owned by Holdings, the Borrower or any other Restricted Subsidiary whereby Holdings, the Borrower or such Restricted Subsidiary sells or transfers such property to any Person in contemplation of Holdings, the Borrower or any other Subsidiary leasing such property from such Person or its Affiliates.

“Same Day Funds” means immediately available funds.

“Scheduled Incremental Repayments” has the meaning set forth in Section 2.07(a).

“Scheduled Repayments” has the meaning set forth in Section 2.07(a).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between any Loan Party and any Person that is a Lender or an Affiliate of a Lender (or was a Lender or an Affiliate of a Lender at the time such Swap Contract was entered into (a “Hedge Bank”)), in each case, to the extent designated by the Borrower and such Lender as a Secured Hedge Agreement in writing to the Collateral Agent. The designation of any Hedge Agreement as a Secured Hedge Agreement shall not create in favor of the Lender or Affiliate thereof that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Collateral Documents.

“Secured Obligations” means, collectively, the Obligations, the Cash Management Obligations and all obligations owing to the Secured Parties by Holdings or any Loan Party under any Secured Hedge Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Agents and each co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent from time to time pursuant to Section 9.02.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means a Security Agreement substantially in the form of Exhibit G, as amended, amended and restated, modified, supplemented or extended from time to time in accordance with the terms thereof and hereof.

“Security Agreement Supplement” has the meaning set forth in the Security Agreement.

“Sellers” has the meaning set forth in the preliminary statements hereto.

-52-

“Senior Exchange Notes” has the meaning specified in the definition of Senior Notes.

“Senior Notes” means the Borrower’s and TransUnion Financing’s 11 ³/8% Senior Notes due 2018, issued pursuant to the Senior Note Indenture, as in effect on the Closing Date and as the same may be amended, amended and restated, modified, supplemented and/or extended from time to time in accordance with the terms hereof and thereof, and any notes issued in exchange or replacement of the foregoing on substantially identical terms (the “Senior Exchange Notes”).

“Senior Note Documents” means the Senior Notes, the Senior Note Indenture and all other documents executed and delivered with respect to the Senior Notes or Senior Note Indenture (other than the Senior Exchange Notes), as in effect on the Closing Date, and the Senior Exchange Notes, in each case as the same may be amended, amended and restated, modified, supplemented and/or extended from time to time in accordance with the terms hereof and thereof.

“Senior Note Indenture” means the Indenture, dated as of June 15, 2010, among Holdings, the Borrower, TransUnion Financing, the Subsidiary Guarantors and Wells Fargo, National Bank, as trustee, as in effect on the Closing Date and as thereafter amended, amended and restated, modified, supplemented and/or extended from time to time in accordance with the terms hereof and thereof.

“Senior Secured Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) the Consolidated Total Net Debt (other than (x) the Senior Notes (or any Permitted Refinancing thereof, if unsecured) and (y) any portion of Consolidated Total Net Debt that is unsecured or is secured solely by a Lien that is subordinated to the Liens securing the Obligations pursuant to an Intercreditor Agreement) as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“Separate Facility” has the meaning set forth in Section 2.14(a).

“Separate Facility Loan Documents” means any documents or agreements executed in connection with Indebtedness incurred pursuant to a Separate Facility as contemplated by Section 2.14.

“Shareholder Agreement” means, collectively, (a) that certain TransUnion Corp. 2010 U.S. Stockholders’ Agreement, dated as of the date hereof, by and among Holdings, each Person (used in this clause (a) as defined therein) identified on Schedule 1 thereto, each Person identified on Schedule 2 thereto, and any other Person who becomes a party to such agreement pursuant to the provisions thereof and (b) that certain TransUnion Corp. 2010 Non-U.S. Stockholders’ Agreement, dated as of the date hereof, by and among Holdings, each Person (used in this clause (b) as defined therein) identified on Schedule 1 thereto, each Person identified on Schedule 2 thereto, and any other Person who becomes a party to such agreement pursuant to the provisions thereof, in each case, as amended, amended and restated, modified or supplemented from time to time.

-53-

“Shareholder Restriction” has the meaning specified in the definition of Restricted Cash.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning set forth in Section 10.07(h).

“Specified Default” means an Event of Default under Section 8.01(a), (f) or (g).

“Specified Equity Contribution” means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

“Specified Purchase Agreement Representations” means those representations and warranties made by Holdings and its Subsidiaries in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Purchaser has the right (determined without regard to any notice requirement) to terminate its obligations (or refuse to consummate the Acquisition) under the Purchase Agreement as a result of a breach of such representations and warranties in the Purchase Agreement.

“Specified Transaction” means any incurrence or repayment of Indebtedness (other than for working capital purposes) or Incremental Term Loan or Revolving Commitment Increase or Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

“Sponsor” means Madison Dearborn Partners, LLC and its Affiliates (other than their respective portfolio companies and natural persons).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, (ii) more than half of the issued share capital is

-54-

at the time beneficially owned or (iii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means any Guarantor other than Holdings.

“Successor Company” has the meaning set forth in Section 7.04(d).

“Supplemental Agent” has the meaning set forth in Section 9.13(a) and “Supplemental Agents” shall have the corresponding meaning.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Swap Contract were terminated at such time.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Cash Collateral Account” has the meaning set forth in Section 2.04(a).

“Swing Line Facility” means the swing line loan facility made available by the Swing Line Lenders pursuant to Section 2.04.

“Swing Line Lender” means DBTCA, in its capacity as provider of Swing Line Loans, or any successor Swing Line Lender hereunder; provided that, if any Extension or Extensions of Revolving Credit Commitments is or are effected in accordance with Section 2.15,

-55-

then on the occurrence of each L/C Issuer/Swing Line Termination Date, the Swing Line Lender at such time shall have the right to resign as Swing Line Lender on, or on any date within twenty (20) Business Days after, the respective L/C Issuer/Swing Line Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the Borrower shall repay any outstanding Swing Line Loans made by the respective entity so resigning and such entity shall not be required to make any further Swing Line Loans hereunder. If at any time and for any reason (including as a result of resignations as contemplated by the proviso to the preceding sentence), the Swing Line Lender has resigned in such capacity in accordance with the preceding sentence, then no Person shall be the Swingline Lender hereunder obligated to make Swing Line Loans unless and until (and only for so long as) a Lender (or affiliate of a Lender) reasonably satisfactory to the Administrative Agent and the Borrower agrees to act as the Swing Line Lender hereunder.

“Swing Line Loan” has the meaning set forth in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Note” means a promissory note of the Borrower payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit D-3 hereto, evidencing the aggregate Indebtedness of the Borrower to such Swing Line Lender resulting from the Swing Line Loans.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $35,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Syndication Agent” means Bank of America, N.A., as syndication agent under this Agreement.

“Tax Group” has the meaning set forth in Section 7.06(h)(iii).

“Taxes” means any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other charges imposed by any Governmental Authority in the nature of a tax, whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing.

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of LIBOR Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).

-56-

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Term Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The initial aggregate amount of the Term Commitments is $950,000,000.

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“Term Loan” means (a) prior to the Amendment No. 1 Effective Date and the making of the Replacement Term Loans pursuant to Amendment No. 1, all Loans made pursuant to Section 2.01(a), and (b) on and after the Amendment No. 1 Effective Date upon the making of the Replacement Term Loans pursuant to Amendment No. 1, a Replacement Term Loan made pursuant to, and as defined in, Amendment No. 1.

“Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit D-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Test Period” means, for any date of determination under this Agreement, the then most recently ended period of four consecutive fiscal quarters of Holdings.

“Threshold Amount” means $50,000,000.

“TL Documentation Agents” means Credit Suisse Securities (USA) LLC and SunTrust Bank, as documentation agents under this Agreement with respect to the Term Loans.

“Total Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“tranche” has the meaning set forth in Section 2.15(a).

“Transaction Expenses” means any costs, fees or expenses incurred or paid by the Sponsor, the Purchaser, Holdings, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Transactions” means, collectively, (a) the Repurchase Merger, the Acquisition and other related transactions contemplated by the Purchase Agreement, (b) the execution, delivery and performance by each Loan Party of the Senior Note Documents to which it is a party, the issuance of the Senior Notes and the use of proceeds thereof, in each case, on the Closing Date, (c) the funding of the Loans on the Closing Date and the execution and delivery of

-57-

Loan Documents to be entered into on the Closing Date, (d) the funding of any amounts into escrow on the Closing Date in connection with any escrow identified to the Initial Lenders on or prior to the date hereof, (e) the repayment of certain Indebtedness of Holdings and its subsidiaries existing on the Closing Date pursuant to the Refinancing and (g) the payment of Transaction Expenses.

“Transferred Guarantor” has the meaning set forth in Section 11.09.

“TransUnion Financing” means TransUnion Financing Corporation, a Delaware corporation.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a LIBOR Loan.

“UBS Line of Credit” means the line of credit extended to Holdings by UBS Bank USA under account number 5V 67041 CP.

“Unaudited Financial Statements” means (a) the unaudited consolidated balance sheet of Holdings and its Subsidiaries as of March 31, 2010 and (b) the related unaudited consolidated statements of income and cash flows for Holdings and its Subsidiaries for the fiscal quarter ended March 31, 2010.

“Unfunded Pension Liability” of any Pension Plan means the amount, if any, by which the value of the accumulated plan benefits under the Pension Plan, determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets of such Pension Plan (excluding any accrued but unpaid contributions).

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“United States Tax Compliance Certificate” has the meaning set forth in Section 3.01(d)(ii)(C) and is in substantially the form of Exhibit I hereto.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (i) each Subsidiary of Holdings listed on Schedule 1.01B as of the Closing Date and (ii) any Subsidiary of Holdings designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date.

“Unsecured Incremental Facility” has the meaning set forth in Section 2.14(a).

-58-

“USA Patriot Act” means the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2009) (as amended from time to time).

“Vail” has the meaning set forth in Section 6.11(d).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to other Persons to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

Section 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(c) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(d) The term “including” is by way of example and not limitation.

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(g) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(h) All references to “knowledge” of any Loan Party or a Restricted Subsidiary of Holdings means the actual knowledge of a Responsible Officer.

-59-

(i) The words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(j) All references to any Person shall be constructed to include such Person’s successors and assigns (subject to any restriction on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof.

Section 1.03 Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. Notwithstanding anything to the contrary contained herein, all financial statements shall be prepared, and all financial covenants and other financial calculations contained herein or in any other Loan Document shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof.

Section 1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

Section 1.05 References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, amendments and restatements, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, amendments and restatements, restatements, extensions, supplements and other modifications are permitted by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law (including by succession of comparable successor laws).

Section 1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07 Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

-60-

Section 1.08 Available Additional Basket Transactions. If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Available Additional Basket immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.

Section 1.09 Pro Forma Calculations.

(a) Notwithstanding anything to the contrary herein, the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.09, when calculating the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio, as applicable, for purposes of (i) the Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(b) For purposes of calculating the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.09.

(c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be reasonably anticipated to be realized within 12 months after the closing date of such Specified Transaction (provided, that to the extent any such operational changes are not associated with a transaction, such changes shall be limited to those for which all steps have been taken for realizing such savings and are factually supportable, reasonably identifiable and supported by an officer’s certificate delivered to the Administrative Agent) (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies shall be subject to the limitations set forth in the definition of Consolidated EBITDA.

-61-

(d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period.

Section 1.10 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.11 Certifications. All certifications to be made hereunder by an officer or representative of a Loan Party shall be made by such person in his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s individual capacity.

Section 1.12 Currency Translation. For purposes of determining compliance as of any date with Sections 7.01, 7.02, 7.03, 7.04, 7.05, 7.06 or 7.08, amounts incurred or outstanding in currencies other than Dollars shall be translated into Dollars at the exchange rates in effect on the first Business Day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made, as such exchange rates shall be determined in good faith by the Borrower based on commonly used financial reporting sources. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Section 7.01, 7.02, 7.03, 7.04, 7.05, 7.06 or 7.08 or paragraph (e) or (h) of Section 8.01 being exceeded solely as a result of changes in currency exchange rates from those applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is made (it being understood that such changes shall nonetheless be taken into account in determining the remaining availability (if any) under any such limitation or threshold).

-62-

ARTICLE II

The Commitments and Credit Extensions

Section 2.01 The Loans.

(a) The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower on the Closing Date term loans denominated in Dollars in an aggregate amount not to exceed the amount of such Term Lender’s Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or LIBOR Loans, as further provided herein.

(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein each Revolving Credit Lender severally agrees to make revolving loans denominated in Dollars pursuant to Section 2.02 to the Borrower from its applicable Lending Office (each such revolving loan, a “Revolving Credit Loan”) from time to time, on any Business Day during the period from the Closing Date until the latest Maturity Date of the Revolving Credit Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitments, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05 (without premium or penalty (other than as set forth in Section 3.05), and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or LIBOR Loans, as further provided herein.

Section 2.02 Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of LIBOR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (except that, subject to Section 3.05, a notice in connection with the initial Credit Extensions hereunder may be revoked if the Closing Date does not occur on the proposed date of borrowing), which may be given by telephone. Each such notice must be received by the Administrative Agent not later than (i) 11:00 a.m. (New York City time) three (3) Business Days prior to the requested date of any Borrowing or continuation of LIBOR Loans or any conversion of Base Rate Loans to LIBOR Loans, and (ii) 11:00 a.m. (New York City time) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Section 2.14(a), each Borrowing of, conversion to or continuation of LIBOR Loans shall be in a minimum principal amount of $2,500,000 or a whole multiple of $500,000, in excess thereof. Except as provided in Section 2.03(c), 2.04(c), 2.14(a) or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (unless the remaining unutilized Revolving Credit Commitments is less). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of LIBOR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or

-63-

continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York City time) on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of DBTCA with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.

(c) Except as otherwise provided herein, a LIBOR Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as LIBOR Loans.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Loans upon determination of such interest rate on each Interest Determination Date. The determination of LIBOR by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Lending Rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to all Revolving Credit Borrowings and not more than five (5) Interest Periods in effect with respect to all Term Borrowings.

-64-

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Section 2.03 Letters of Credit.

(a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Letters of Credit shall be issued on a sight basis only. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

(B) except for an Auto-Extension Letter of Credit, the expiry date of such requested Letter of Credit would occur (x) in the case of a standby Letter of Credit, more than twelve months after the date of issuance or last renewal, and (y) in the case of a trade Letter of Credit, more than 180 days after the date of issuance, unless, in each case, the Lenders holding a majority of the Revolving Credit Commitments have approved such expiry date;

-65-

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date (or such Letter of Credit is cash collateralized in accordance with Section 2.03(g) prior to the Letter of Credit Expiration Date);

(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;

(E) such Letter of Credit is denominated in a currency other than Dollars;

(F) any Revolving Credit Lender is at such time a Defaulting Lender, unless such L/C Issuer has received (as set forth in clause (a)(iv) below) Cash Collateral or similar security reasonably satisfactory to such L/C Issuer (in its sole discretion) from either the Borrower or such Defaulting Lender or such Defaulting Lender’s Pro Rata Share of the L/C Obligations has been reallocated pursuant to clause (a)(iv) below in respect of such Defaulting Lender’s obligation to fund under Section 2.03(c); or

(G) such Letter of Credit is in an initial amount less than $100,000 (or such lesser amount as approved by such L/C Issuer in its sole discretion).

(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv) In the case where any Revolving Credit Lender is at any time a Defaulting Lender, the Defaulting Lender’s Pro Rata Share of the L/C Obligations will be reallocated among all Revolving Credit Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Pro Rata Shares) but only to the extent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the L/C Obligations and any Swing Line Loans, in each case, except to the extent Cash Collateralized, does not exceed the aggregate Revolving Credit Commitments (excluding the Revolving Credit Commitment of any Defaulting Lender except to the extent of any outstanding Revolving Credit Loans of such Defaulting Lender) and (y) the conditions set forth in Section 4.01 are satisfied at such time (in which case the Revolving Credit Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted by such Defaulting Lender in respect of any portion of such Defaulting Lender’s L/C Obligations or participations in Swing Line Loans) for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of L/C Obligations (including for purposes of all fee calculations hereunder)); provided, that if such reallocation cannot be made as provided above, the Borrower hereby agrees, within one Business Day following written notice

-66-

by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of the L/C Issuer, Cash Collateral in the full amount of such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer, a security interest in any Cash Collateral and all proceeds of the foregoing with respect to such Defaulting Lender’s participations in Letters of Credit deposited hereunder. Such Cash Collateral shall be maintained in blocked deposit accounts at DBTCA and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent for the account of the Borrower. If at any time the Administrative Agent reasonably determines that any funds held as Cash Collateral under this clause (a)(iv) are subject to any right or claim of any Person other than (i) the Administrative Agent for the benefit of such L/C Issuer, itself or the Secured Parties or (ii) nonconsensual Liens permitted under Section 7.01(c) or that the total amount of such funds is less than such Defaulting Lender’s Pro Rata Share of all L/C Obligations that has not been reallocated as provided above, the Borrower will, promptly upon written demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (I) such Defaulting Lender’s Pro Rata Share of all L/C Obligations that have not been so reallocated over (II) the total amount of funds, if any, then held as Cash Collateral in respect thereof under this clause (a)(iv) that the Administrative Agent determines to be free and clear of any such right and claim except as noted above. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer. If the Lender that triggers the Cash Collateral requirement under this clause (a)(iv) ceases to be a Defaulting Lender (as determined by such L/C Issuer in good faith), or if there are no L/C Obligations outstanding, any funds held as Cash Collateral pursuant to the foregoing provisions shall thereafter be returned to the Borrower, and the Pro Rata Share of the L/C Obligations of each Revolving Credit Lender shall thereafter take into account such Revolving Credit Lender’s Revolving Credit Commitment.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) substantially in the form of a Letter of Credit Request, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Request must be received by the relevant L/C Issuer and the Administrative Agent not later than 11:00 a.m. (New York City time) at least five (5) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its reasonable discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Request shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Request shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

-67-

(ii) Promptly after receipt of any Letter of Credit Request, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Request in respect of a standby Letter of Credit, the relevant L/C Issuer shall agree to issue a standby Letter of Credit that has provisions that automatically extend the expiry date of such standby Letter of Credit for successive periods of up to twelve months (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall (A) not be required to permit any such extension if the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), and (B) shall not permit any such extension if it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-extension Notice Date from the Administrative Agent, the Required Lenders or the Borrower that one or more of the applicable conditions specified in Section 4.01 is not then satisfied.

(iv) Promptly after issuance of any Letter of Credit or any amendment to a Letter of Credit, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. The Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in Dollars not later than 2:00 p.m. (New York

-68-

City time) on the Business Day immediately following the date of any such payment (the “Honor Date”). The L/C Issuer shall notify the Borrower of the occurrence of such Honor Date on such Honor Date and of the amount of the drawing paid on such date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.01 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer in Dollars at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.01 cannot be satisfied or for any other reason within one Business Day of the Honor Date, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate for Revolving Credit Loans. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or

-69-

other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.01 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations. (i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the amount received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

-70-

(e) Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party (other than payment or performance);

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in

-71-

connection herewith at the request or with the approval of the Lenders or the Lenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Request. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct, bad faith or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. (i) If, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) if any Event of Default occurs and is continuing and the Administrative Agent or the Lenders holding a majority of the Revolving Credit Commitments, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02 or (iii) if an Event of Default set forth under Section 8.01(f) occurs and is continuing, the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in each case, in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be), and shall do so not later than 2:00 P.M., New York City time, on (x) in the case of the immediately preceding clauses (i) through (iii), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 10:00 A.M., New York City time, or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (iii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash, Cash Equivalents reasonably acceptable to the Administrative Agent or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and

-72-

the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, Cash Equivalents, deposit accounts and all balances therein and all proceeds of the foregoing contained in the L/C Cash Collateral Account (as defined below). Cash Collateral shall be maintained in a blocked account at the Administrative Agent (the “L/C Cash Collateral Account”) and may be invested in readily available Cash Equivalents for the benefit of the Borrower. If at any time the Administrative Agent determines that any funds held in the L/C Cash Collateral Account are expressly subject to any right or claim of any Person other than (i) the Administrative Agent (on behalf of itself or the Secured Parties) or (ii) nonconsensual Liens permitted under Section 7.01(c) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon written demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Collateral Account as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held in the L/C Cash Collateral Account that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be promptly refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be promptly refunded to the Borrower.

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans outstanding as LIBOR Loans times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided that (x) if any portion of a Defaulting Lender’s Pro Rata Share of any Letter of Credit is Cash Collateralized by the Borrower or reallocated to the other Revolving Credit Lenders pursuant to Section 2.03(a)(iv), then the Borrower shall not be required to pay a Letter of Credit fee with respect to such portion of such Defaulting Lender’s Pro Rata Share so long as it is Cash Collateralized by the Borrower or reallocated to the other Revolving Credit Lenders and (y) if any portion of a Defaulting Lender’s Pro Rata Share is not Cash Collateralized or reallocated pursuant to Section 2.03(a)(iv), then the Letter of Credit fee with respect to such Defaulting Lender’s Pro Rata Share shall be payable to the applicable L/C Issuer until such Pro Rata Share is Cash Collateralized or such Lender ceases to be a Defaulting Lender. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum

-73-

amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding the foregoing, the provisions of this Section 2.03(h), solely to the extent otherwise applicable to fees payable on that portion (if any) of Letters of Credit participated in by Revolving Credit Lenders pursuant to Extended Revolving Credit Commitments, shall be subject to modification as expressly provided in Section 2.15.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it to the Borrower equal to the greater of (x) 0.25% per annum (or such other amount as may be mutually agreed by the Borrower and the applicable L/C Issuer) of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) and (y) to the extent the L/C Issuer is the Administrative Agent or an Affiliate thereof, $500 per annum. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for its own account with respect to each Letter of Credit issued to the Borrower the customary and reasonable issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of written demand (including documentation reasonably supporting such request) and are nonrefundable.

(j) Conflict with Letter of Credit Request. Notwithstanding anything else to the contrary in this Agreement, any Letter of Credit Request or any other Issuer Document, (i) in the event of any conflict between the terms hereof and the terms of any Letter of Credit Request or any other Issuer Document, the terms hereof shall control in all respects and (ii) any grant of a security interest in any Letter of Credit Request shall be null and void (other than, in the case of trade Letters of Credit, the goods subject to such Letters of Credit and the documents relating to such goods).

(k) Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

(l) Provisions Related to Extended Revolving Credit Commitments. If the Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 2.03(c)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of

-74-

such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(g). Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such Maturity Date.

Section 2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, DBTCA, in its capacity as Swing Line Lender, shall make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), from time to time on any Business Day during the period beginning on the Closing Date and until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05 (without premium or penalty), and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

Notwithstanding the foregoing, if at any time any Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender’s Pro Rata Share of the Swing Line Loans will be reallocated among all Revolving Credit Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Pro Rata Shares) but only to the extent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the Swing Line Loans and any L/C Obligations, in each case, except to the extent Cash Collateralized, does not exceed the aggregate Revolving Credit Commitments (excluding the Revolving Credit Commitment of any Defaulting Lender except to the extent of any outstanding Revolving Credit Loans of such Defaulting Lender) and (y) the conditions set forth in Section 4.01 are satisfied at such time (in which case the Revolving Credit Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted by such Defaulting Lender in respect of any portion of such

-75-

Defaulting Lender’s participations in Swing Line Loans or L/C Obligations) for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of the Swing Line Loans (including for purposes of all fee calculations hereunder)); provided that if such reallocation cannot be made, the Borrower hereby agrees, within one Business Day following notice by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of the Swing Line Lender Cash Collateral or similar security reasonably satisfactory to such Swing Line Lender (in its sole discretion) in the full amount of such Defaulting Lender’s Pro Rata Share of outstanding Swing Line Loans. The Borrower hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing contained in the Swing Line Cash Collateral Account (as defined below). Such Cash Collateral shall be maintained in a blocked deposit account at DBTCA (the “Swing Line Cash Collateral Account”) and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent for the account of the Borrower. If at any time the Administrative Agent reasonably determines that any funds held in the Swing Line Cash Collateral Account under this paragraph are subject to any right or claim of any Person other than (i) the Administrative Agent for the benefit of the Swing Line Lender, itself or the Secured Parties or (ii) nonconsensual Liens permitted under Section 7.01(c) or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower will, promptly upon written demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited in the Swing Line Cash Collateral Account, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swing Line Lender in good faith), or if the Revolving Credit Commitments have been permanently reduced to zero and all Swing Line Loans have been repaid in full, the funds held as Cash Collateral shall thereafter be promptly returned to the Borrower.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time) on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of the Required Lenders) prior to 2:00 p.m. (New York City time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable

-76-

conditions specified in Section 4.01 is not then satisfied, the Swing Line Lender will, not later than 5:00 p.m. (New York City time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf the Borrower (which hereby irrevocably authorizes such Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding (provided that such request shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 8.01(f) or (g) or upon the exercise of any of the remedies provided in Section 8.02). Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.01. The relevant Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. (New York City time) on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the relevant Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

-77-

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in Section 4.01. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations. (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the relevant Swing Line Lender receives any payment on account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by such Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Federal Funds Rate. The Administrative Agent will make such demand upon the request of a Swing Line Lender. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan, LIBOR Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(g) Provisions Related to Extended Revolving Credit Commitments. If the Maturity Date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such Maturity Date);

-78-

provided, however, that if on the occurrence of such earliest Maturity Date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(l)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest Maturity Date.

Section 2.05 Prepayments.

(a) Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in Section 2.09(b)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of LIBOR Loans shall be in a minimum principal amount of $2,500,000, or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that no notice shall be required in connection with the incurrence of the Replacement Term Loans on the Amendment No. 1 Effective Date and repayment of the Term Loans with the proceeds thereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or, if such prepayment is being made pursuant to Section 2.05(c), such Lender’s share, of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares (or otherwise as provided in Section 2.05(c)).

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time) on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

-79-

Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment of Term Loans pursuant to this Section 2.05(a) or any applicable Incremental Amendment shall be applied to repayments required pursuant to Section 2.07(a) as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a) or any applicable Incremental Amendment.

(b) Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2012) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (the “ECF Test Date”), the Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements minus (B) the sum of (1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.05(c) and (3) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are not funded with the proceeds of Indebtedness.

(ii) If (1) Holdings or any Restricted Subsidiary of Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a)(i), (b), (c), (d), (e), (f), (g), (h), (i), (l), (n), (p), (q) or (r), but for clarity including, without limitation, any Disposition pursuant to a Receivables Facility), or (2) any Casualty Event occurs which results in the realization or receipt by Holdings or any Restricted Subsidiary of Holdings of Net Proceeds, the Borrower shall cause to be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of Holdings of such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to 100.0% of all Net Proceeds received.

(iii) If Holdings or any Domestic Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date that is not permitted to be incurred pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100.0% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Domestic Restricted Subsidiary of such Net Proceeds.

(iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.

-80-

(v) If at the end of any accrual period (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the Closing Date, the aggregate amount of the accrued and unpaid original issue discount (as defined in Section 1273(a)(1) of the Code) on a Loan would, but for this paragraph, exceed an amount equal to the product of the Loan’s issue price (as defined in Sections 1273(b) and 1274(a) of the Code) multiplied by the yield to maturity (as defined in Treasury Regulation Section 1.1272-1(b)(1)(i)) (the “Maximum Accrual”), all accrued and unpaid interest and original issue discount on the Loan as of the end of such accrual period in excess of an amount equal to the Maximum Accrual shall be paid in cash by Borrower to the Lenders (the “AHYDO Interest Payment”) and will be applied against and reduce the outstanding principal amount of such Loan. For the avoidance of doubt, this Section 2.05(b)(v) shall be construed so as to cause the Loans to not be treated as having been issued with “significant original issue discount” within the meaning of Section 163(i)(2) of the Code.

(vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (vii) of this Section 2.05(b). Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 2.05(b)(vi) to the extent otherwise applicable to Extended Term Loans shall be subject to modification as expressly provided in Section 2.15.

(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (ii) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clause (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower.

(viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a LIBOR Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such LIBOR Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default

-81-

shall have occurred and be continuing, if any prepayment of LIBOR Loans is required to be made under this Section 2.05(b), prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

(ix) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any Excess Cash Flow attributable to Foreign Subsidiaries (“Foreign Subsidiary Excess Cash Flow”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable Organization Documents, an amount equal to the portion of such Foreign Subsidiary Excess Cash Flow that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 so long, but only so long, as the applicable local law or applicable Organization Documents would not otherwise permit repatriation to the United States (the Borrower hereby agrees to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation, even if the Borrower does not intend to actually repatriate such cash, so that an amount equal to the full amount of such Foreign Subsidiary Excess Cash Flow will otherwise be subject to repayment under this Section 2.05), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Foreign Subsidiary Excess Cash Flow is permissible under the applicable local law or applicable Organization Documents (even if such cash is actually not repatriated), an amount equal to the amount of the Foreign Subsidiary Excess Cash Flow that could be repatriated will be promptly (and in any event not later than two Business Days) applied (net of an amount equal to the additional taxes that would be payable or reserved against as a result of a repatriation and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower to the repayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that the Borrower has determined in good faith that repatriation of any Foreign Subsidiary Excess Cash Flow would have adverse tax cost consequences with respect to such Foreign Subsidiary Excess Cash Flow, an amount equal to such Foreign Subsidiary Excess Cash Flow that would be so affected will not be subject to repayment under this Section 2.05; provided that (A) for purposes of this Section 2.05 Excess Cash Flow shall be deemed allocable to each Foreign Subsidiary, with respect to any period, in an amount equal to (i) the Consolidated EBITDA of such Foreign Subsidiary for such period, divided by (ii) the Consolidated EBITDA of Holdings and its Restricted Subsidiaries for such period (it being understood and agreed for the avoidance of doubt that such allocation shall exclude any reduction from interest and principal payments in respect of the Obligations and the Senior Notes) and (B) (1) Holdings and its Restricted Subsidiaries shall be entitled to reduce Excess Cash Flow owed to the Lenders pursuant to Section 2.05(b)(i) in respect of any Excess Cash Flow Period by the lesser of (x) the aggregate amount of Excess Cash Flow attributable to Foreign Subsidiaries subject to the limitations and restrictions described above in this clause (ix) for such Excess Cash Flow Period and (y) $20,000,000 and (2) Excess Cash Flow attributable to Foreign Subsidiaries subject to the

-82-

limitations and restrictions described above in this clause (ix) in excess of the $20,000,000 referred to in clause (1) above in respect of any Excess Cash Flow Period shall be reduced by estimated deductions for the additional taxes and other costs that would relate to a repatriation of any such Excess Cash Flow from such Foreign Subsidiaries to the Borrower.

(x) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or the Net Proceeds of any Casualty Event incurred by a Foreign Subsidiary (“Foreign Casualty Event”) would be (x) prohibited or delayed by applicable local law, (y) restricted by applicable Organization Documents or (z) subject to other onerous organizational or administrative impediments, an amount equal to the Net Proceeds that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 so long, but only so long, as the applicable local law, applicable Organization Documents or other impediment would not otherwise permit repatriation to the United States (the Borrower hereby agrees to use all commercially reasonable efforts to overcome or eliminate any such restrictions on or impediments to repatriation even if the Borrower does not intend to actually repatriate such cash, so that an amount equal to the full amount of such Net Proceeds will otherwise be subject to repayment under this Section 2.05), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Proceeds is permissible under the applicable local law or applicable Organization Documents or the impediment to such repatriation has ceased to exist, even if such cash is not actually repatriated at such time, an amount equal to the amount of the Net Proceeds will be promptly (and in any event not later than two Business Days) applied (net of an amount equal to the additional taxes that would be payable or reserved against and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower to the repayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Casualty Event would have adverse tax cost consequences with respect to such Net Proceeds, an amount equal to such Net Proceeds that would be so affected will not be subject to repayment under this Section 2.05; provided that (A) the aggregate amount of Net Proceeds of Foreign Dispositions not required to be applied to repay Term Loans pursuant to this clause (x) shall not exceed $75,000,000 during the term of this Agreement, and (B) the aggregate amount of Net Proceeds of Foreign Casualty Events not required to be applied to repay Term Loans pursuant to this clause (x) shall not exceed $75,000,000 during the term of this Agreement.

(c)(i) Notwithstanding anything to the contrary in Section 2.05(a), 2.12(a) or 2.13 (which provisions shall not be applicable to this Section 2.05(c)), any Purchasing Borrower Party shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(c); provided that (A) no Discounted Voluntary Prepayment shall be made from the proceeds of any Revolving Credit Loan or Swing Line Loan, (B) immediately after giving effect to any Discounted Voluntary Prepayment, the sum of (x) the excess of the aggregate Revolving Credit Commitments at such time less the aggregate Revolving Credit Exposure plus (y) the amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries shall be

-83-

not less than $50,000,000, (C) any Discounted Voluntary Prepayment shall be offered to all Lenders with Term Loans on a pro rata basis, (D) such Purchasing Borrower Party shall deliver to the Administrative Agent a certificate stating that (1) no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment) and (2) each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(c) has been satisfied and (E) each Lender participating in any Discounted Voluntary Prepayments acknowledges and agrees that in connection with such Discounted Voluntary Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Voluntary Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Voluntary Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, its Subsidiaries, the Administrative Agent or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower, its Subsidiaries, the Administrative Agent and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Voluntary Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.

(ii) To the extent a Purchasing Borrower Party seeks to make a Discounted Voluntary Prepayment, such Purchasing Borrower Party will provide written notice to the Administrative Agent substantially in the form of Exhibit J hereto (each, a “Discounted Prepayment Option Notice”) that such Purchasing Borrower Party desires to prepay Term Loans in an aggregate principal amount specified therein by the Purchasing Borrower Party (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall not be less than $5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount of Term Loans, (B) a discount range (which may be a single percentage) selected by the Purchasing Borrower Party with respect to such proposed Discounted Voluntary Prepayment (representing the percentage of par of the principal amount of Term Loans to be prepaid) (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).

(iii) Upon receipt of a Discounted Prepayment Option Notice in accordance with Section 2.05(c)(ii), the Administrative Agent shall promptly notify each Term Lender thereof. On or prior to the Acceptance Date, each such Term Lender may specify by written notice substantially in the form of Exhibit K hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a minimum price (the “Acceptable Price”) within the Discount Range (for example, 80.0% of the par value of the Loans to be prepaid) and (B) a maximum principal

-84-

amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans with respect to which such Term Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Term Loans specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Purchasing Borrower Party, shall determine the applicable discount for Term Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Purchasing Borrower Party if the Purchasing Borrower Party has selected a single percentage pursuant to Section 2.05(c)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Purchasing Borrower Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Discount shall be the highest Acceptable Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Voluntary Discounted Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Term Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Term Loans at any discount to their par value within the Applicable Discount.

(iv) The Purchasing Borrower Party shall make a Discounted Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay all Qualifying Loans.

(v) Each Discounted Voluntary Prepayment shall be made within four Business Days of the Acceptance Date (or such other date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit L hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 11:00 a.m. (New York City time), three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the

-85-

amount specified in such notice shall be due and payable to the applicable Term Lenders, subject to the Applicable Discount on the applicable Term Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid.

(vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding and calculation of Applicable Discount in accordance with Section 2.05(c)(iii) above) established by the Administrative Agent and the Borrower.

(vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, the Purchasing Borrower Party may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice.

Section 2.06 Termination or Reduction of Commitments.

(a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in a minimum aggregate amount of $1,000,000, as applicable, or any whole multiple of $250,000, in excess thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all or any portion of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

(b) Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of Term Loans to be made by it on the Closing Date. The Revolving Credit Commitment (other than any Extended Revolving Credit Commitment) of each Revolving Credit Lender shall automatically and permanently terminate on the Original Revolving Credit Maturity Date. On the respective Maturity Date applicable thereto, the Extended Revolving Credit Commitment of each Extending Revolving Credit Commitment shall automatically and permanently terminate. The Commitments of all Lenders hereunder shall automatically terminate if the Closing Date does not occur on or prior to 5:00 p.m. (New York, New York time) on June 30, 2010.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class,

-86-

the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Section 2.07 Repayment of Loans.

(a) Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders (without premium or penalty, except as expressly set forth in Section 3.05), (i) on the last Business Day of each March, June, September and December, commencing with the first full quarter after the Amendment No. 1 Effective Date, an aggregate amount equal to 0.25% of the aggregate principal amount of all Term Loans outstanding on the Amendment No. 1 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) (such payments “Scheduled Repayments”) and (ii) on the Original Term Loan Maturity Date (or, with respect to any Extended Term Loans, the Maturity Date applicable thereto), the aggregate principal amount of all Term Loans (or Extended Term Loans, as the case may be) outstanding on such date; provided that, to the extent specified in the respective Extension Offer, amortization payments with respect to Extended Term Loans for periods prior to the Original Term Loan Maturity Date may be reduced (but not increased) and amortization payments required with respect to Extended Term Loans for periods after the Original Term Loan Maturity Date shall be as specified in the respected Extension Offer. In addition, the Borrower shall be required to make, with respect to any Incremental Term Loans pursuant to an Incremental Amendment, to the extent then outstanding, scheduled amortization payments of Incremental Term Loans on the dates and in the principal amounts set forth in the respective Incremental Amendment (each such repayment, as the same may be reduced as provided in Section 2.05, “Scheduled Incremental Repayments”); provided, that if any Incremental Term Loans are incurred which will be added to (and form part of) an existing tranche of Incremental Term Loans, then each Scheduled Repayment of such tranche to be made after such increase becomes effective shall be increased by an amount equal to (i) the aggregate principal amount of the increase in the Incremental Term Loans of such tranche pursuant to Section 2.14(a) multiplied by (ii) 0.25%.

(b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (without premium or penalty, except as expressly set forth in Section 3.05), the aggregate principal amount of all of the Borrower’s outstanding Revolving Credit Loans on the Original Revolving Credit Maturity Date (or, with respect to any Revolving Credit Loans outstanding with respect to an Extended Revolving Credit Commitment, the Maturity Date applicable thereto).

(c) Swing Line Loans. The Borrower shall repay the aggregate principal amount of its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Original Revolving Credit Maturity Date (or, with respect to any Swing Line Loans outstanding with respect to an Extended Revolving Credit Commitment, the Maturity Date applicable thereto).

-87-

Section 2.08 Interest. (a) Subject to the provisions of Section 2.08(b), (i) each LIBOR Loan (which shall not include any Swing Line Loan) shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to LIBOR, for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.

(b) During the continuance of a Specified Default (or, during the continuance of any other Event of Default, upon the request of the Required Lenders), the Borrower shall pay interest on all outstanding Loans at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d) The provisions of this Section 2.08 (and the interest rates applicable to the various extensions of credit hereunder) shall be subject to modification as expressly provided in Section 2.15.

Section 2.09 Fees. In addition to certain fees described in Sections 2.03(h) and (i):

(a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June,

-88-

September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding the foregoing, the provisions of this Section 2.09(a) to the extent otherwise applicable to Extended Revolving Credit Commitments shall be subject to modification as expressly provided in Section 2.15.

(b) [Intentionally Omitted].

(c) Other Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when due and paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

(d) Prepayment Premium on Term Loans. At the time of the effectiveness of any Repricing Transaction that is consummated prior to the first anniversary of the Amendment No. 1 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term Loans which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 3.07), a fee in an amount equal to 1.00% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term Loans outstanding on such date that are subject to an effective reduction of the Applicable Rate pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Section 2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Lending Rate shall be made on the basis of a year of three hundred sixty-five (365) days, or three hundred sixty-six (366) days, as applicable, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.11 Evidence of Indebtedness. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the

-89-

Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Promptly following the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. The Borrower shall have the right to review the entries made in the accounts maintained pursuant to this clause (a) from time to time upon reasonable prior notice during normal business hours.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

Section 2.12 Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Same Day Funds not later than 2:00 p.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided in Section 2.05(b)(vii) or as otherwise provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (New York City time), shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

-90-

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of LIBOR Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Federal Funds Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the greater of (x) the applicable Federal Funds Rate from time to time in effect and (y) a rate determined by the Administrative Agent in accordance with banking rules governing interbank compensation. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a written demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

-91-

(e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

(h) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(b), 2.03(c), 2.04(c), 2.12(c) or 2.13, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

(i) Amounts to be applied to the prepayment of Term Loans or Revolving Loans shall be applied, as applicable, first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay LIBOR Loans.

Section 2.13 Sharing of Payments. If, other than as expressly provided in Section 2.05(b)(vii), Section 2.05(c) or Section 10.07(k) or as otherwise provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans

-92-

made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement, the Borrower may extend the final maturity of Term Loans and/or Revolving Credit Commitments in connection with an Extension that is permitted under Section 2.15 without being obligated to effect such extensions on a pro rata basis among the Lenders (it being understood that no such extension (i) shall constitute a payment or prepayment of any Term Loans or Revolving Loans, as applicable, for purposes of this Section 2.13 or (ii) shall reduce the amount of any scheduled amortization payment due under Section 2.07(a), except that the amount of any scheduled amortization payment due to a Lender of Extended Term Loans may be reduced to the extent provided pursuant to the express terms of the respective Extension Offer) without giving rise to any violation of this Section 2.13 or any other provision of this Agreement. Furthermore, the Borrower may take all actions contemplated by Section 2.15 in connection with any Extension (including modifying pricing, amortization and repayments or prepayments), and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any violation of this Section 2.13 or any other provision of this Agreement.

Section 2.14 Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Extended Revolving Credit Commitments created pursuant to Amendment No. 1 (a “Revolving Commitment Increase”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and

-93-

after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenant set forth in Section 7.11 (whether or not such covenant is applicable at such time in accordance with its terms) determined on a Pro Forma Basis as of the date of the most recently ended Test Period, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $300,000,000 (the “Base Incremental Amount”); provided that the Borrower may incur additional Incremental Term Loans and/or Revolving Commitment Increases (a “Ratio-Based Incremental Facility”) so long as the Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four-quarter period, shall not exceed 3.00 to 1.00. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans (provided that Incremental Term Loans may rank junior in right of security with the Revolving Credit Loans and the Term Loans (a “Junior Lien Incremental Facility”) or be unsecured (an “Unsecured Incremental Facility”) so long as (x) if requested by the Administrative Agent, such Incremental Term Loans are extended under a separate facility (each, a “Separate Facility”) from the Facilities, (y) with respect to any Junior Lien Incremental Facility, (1) an Intercreditor Agreement shall be entered into with the representative of such providers of Incremental Term Loans in form and substance reasonably satisfactory to the Collateral Agent and (2) the Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, in each case, as if such Junior Lien Incremental Facility had been outstanding on the last day of such four-quarter period, shall not exceed 3.00 to 1.00 (in which case, solely for purposes of determining the Senior Secured Net Leverage Ratio pursuant to this clause (y)(2), such Junior Lien Incremental Facility shall be deemed to be included for purposes of calculating Consolidated Total Net Debt, notwithstanding the definition of “Senior Secured Net Leverage Ratio”) (it being understood and agreed that this clause (y)(2) shall not apply to a Junior Lien Incremental Facility using the Base Incremental Amount the proceeds of which are used to refinance Indebtedness of Holdings or its Restricted Subsidiaries other than Junior Financing unless permitted by Sections 7.03 and 7.13)) and (z) with respect to any Unsecured Incremental Facility, the Total Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) and (b), as applicable, in each case, as if such Unsecured Incremental Facility had been outstanding on the last day of such four-quarter period, shall not exceed (1) if the proceeds of such Unsecured Incremental Facility are to be used to finance a Permitted Acquisition or Investment permitted by Section 7.02(r), 6.00 to 1.00 and (2) if the proceeds of such Unsecured Incremental Facility are to be used for any

-94-

other purpose (other than a refinancing of Indebtedness of Holdings or its Restricted Subsidiaries excluding Junior Financing unless permitted by Sections 7.03 and 7.13), 4.50 to 1.00 (it being understood and agreed that this clause (z) shall not apply to an Unsecured Incremental Facility the proceeds of which are used to refinance Indebtedness of Holdings or its Restricted Subsidiaries other than Junior Financing unless permitted by Sections 7.03 and 7.13)), (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans and (d) shall have an Applicable Rate and, subject to clause (c) above, amortization, as determined by the Borrower and the applicable new Lenders; provided, however, that, unless the Incremental Term Loans are extended pursuant to a Junior Lien Incremental Facility or an Unsecured Incremental Facility, (i) the interest rate margins for the Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Term Loans or any previously incurred Incremental Term Loans plus 50 basis points (unless the interest rate margins applicable to the Term Loans and such previously incurred Incremental Term Loans are increased to the extent necessary to achieve the foregoing), (ii) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the Lenders providing such Term Loans or such Incremental Term Loans based on the shorter of (x) the Weighted Average Life to Maturity of such Term Loans or such Incremental Term Loans and (y) an assumed four-year life to maturity, but shall be deemed to exclude any arrangement, structuring or other fees payable in connection with such Term Loans or such Incremental Term Loans that are not shared with all Lenders providing such Term Loans or such Incremental Term Loans, and (iii) if the lowest permissible LIBOR is greater than 1.50% or the lowest permissible Base Rate is greater than 2.50% for such Incremental Term Loans, the difference between such “floor” and 1.50%, in the case of LIBOR Incremental Term Loans, or 2.50%, in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of clause (i) above; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans, including, without limitation, the application of optional or voluntary prepayments among the Incremental Term Loans and the existing Term Loans and such other differences as are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, and to the extent of a Revolving Commitment Increase, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an

-95-

existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the consent of the Borrower and the Administrative Agent, but without the consent of any other Loan Party, Agents or Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(b) This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Section 2.15 Extensions of Term Loans and Revolving Credit Commitments.

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrower may from

-96-

time to time extend the maturity date of any Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Sections 2.03(l) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates, (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iv) the final maturity date of any Extended Term Loans shall be no earlier than the then latest Maturity Date hereunder and the amortization schedule applicable to Term Loans pursuant to Section 2.07(a) for periods prior to the Original Term Loan Maturity Date may not be increased, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension

-97-

Offer, (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing, and (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

(b) If, at the time any Extension of Revolving Credit Commitments becomes effective, there will be Extended Revolving Credit Commitments which remain in effect from a prior Extension, then if the “effective interest rate”, “effective unused commitment fee rate” or “effective letter of credit fronting fee rate” (which, for this purpose, shall, in each case, be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees (except to the extent independently taken into account as commitment fees under Section 2.09(a) or Letter of Credit fronting fees under Section 2.03(i)), including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Revolving Credit Commitments and (y) the four years following the date of the respective Extension) payable to Lenders with such Extended Revolving Credit Commitments, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant extending Lenders) and customary consent fees paid generally to consenting Lenders in respect of the Extended Revolving Credit Commitments (and related extensions of credit) shall at any time (over the life of the Extended Revolving Credit Commitments and related extensions of credit) exceed by more than 0.25% the “effective interest rate”, “effective unused commitment fee rate” or “effective letter of credit fronting fee rate” applicable to Revolving Credit Commitments (or outstanding extensions of credit pursuant thereto) which were extended pursuant to one or more prior Extensions (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Rate and/or Letter of Credit fronting fee applicable thereto shall be increased to the extent necessary so that at all times thereafter the Extended Revolving Credit Commitments made pursuant to previous Extensions (and related extensions of credit) do not receive less “effective interest rate”, “effective unused commitment fee rate” and/or “effective letter of credit fronting fees” than are applicable to the Revolving Credit Commitments (and related extensions of credit) made (or extended) pursuant to such Extension. If at the time any Extension of Term Loans becomes effective, there will be Extended Term Loans which remain outstanding from a prior Extension, then if the “effective interest rate” (which, for this purpose, shall be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees, including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Term Loans and (y) the four years following the date of the respective Extension) payable to Lenders with such Extended Term Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant extending Lenders) in respect of the

-98-

Extended Term Loans shall at any time (over the life of the Extended Term Loans) exceed by more than 0.50% the “effective interest rate” applicable to Term Loans which were extended pursuant to one or more prior Extensions (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Rate applicable thereto shall be increased to the extent necessary so that at all times thereafter the Extended Term Loans made pursuant to previous Extensions do not receive less “effective interest rate” than are applicable to the Term Loans made (or extended) pursuant to such Extension.

(c) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15.

(d) The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.15. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.15(d) and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).

-99-

(e) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 5 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.15; provided that no notice shall be required in connection with the Extension of Revolving Credit Commitments on the Amendment No. 1 Effective Date pursuant to Amendment No. 1.

ARTICLE III

Taxes, Increased Costs Protection and Illegality

Section 3.01 Taxes. (a) Unless required by applicable Laws (as determined in good faith by the applicable withholding agent), any and all payments made by or on account of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for Taxes. If the Loan Party or other applicable withholding agent shall be required by any Laws to withhold or deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) with respect to Indemnified Taxes and Other Taxes, the sum payable by such Loan Party shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the applicable withholding agent shall make such deductions or withholdings, (iii) the applicable withholding agent shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), if the relevant Loan Party is the applicable withholding agent, shall furnish to such Agent or Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence acceptable to such Agent or Lender.

(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary Taxes and any other excise or property Taxes, or charges or levies of the same character, imposed by any Governmental Authority (the “Other Taxes”), which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, excluding any such Taxes that are imposed as a result of a Lender’s voluntary assignment in such Lender’s interest in the Loan hereunder, other than any such assignment that is a result of a transfer or assignment pursuant to Section 3.01(e) or otherwise at the request of the Borrower.

(c) Each of the Loan Parties agrees to indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes and Other Taxes payable by such Agent or such Lender (whether or not such Taxes are legally imposed) and (ii) any expenses arising therefrom or with respect thereto; provided, however, that a Loan Party shall only be required to indemnify an Agent or Lender for Indemnified Taxes and Other Taxes pursuant to this Section 3.01(c) so long as such Taxes have accrued on or after the day which is 180 days prior to the date on which Agent or such Lender first made a written demand therefor. Such Agent or Lender, as the case

-100-

may be, shall provide the relevant Loan Party with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. If the Borrower reasonably believes that such Indemnified Taxes or Other Taxes were not correctly or legally asserted, the Administrative Agent and each Lender and L/C Issuer will use reasonable efforts to cooperate with the Borrower for the Borrower to file for and obtain a refund of such Indemnified Taxes or Other Taxes so long as such efforts would not, in the sole determination of the Administrative Agent, such Lender, or such L/C Issuer, as the case may be, result in any additional costs, expenses or risks or be otherwise disadvantageous to it.

(d) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by Law certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding tax with respect to any payments to be made to such Lender under the Loan Documents. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the Borrower, the Administrative Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable statutory rate. Without limiting the foregoing:

(i) Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from federal backup withholding.

(ii) Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:

(A) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,

(B) two properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),

-101-

(C) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (A) a certificate substantially in the form of Exhibit I (any such certificate a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN,

(D) to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or is a Participant holding a participation granted by a participating Lender), Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each beneficial owner, as applicable (provided that, if one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Lender on behalf of such beneficial owner). Each Lender shall deliver to the Borrower and the Administrative Agent two further original copies of any previously delivered form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower or the Administrative Agent, or promptly notify the Borrower and the Administrative Agent that it is unable to do so. Each Lender shall promptly notify the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form or certification to the Borrower or the Administrative Agent, or

(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws (including the Treasury Regulations) as a basis for claiming a complete exemption from, or a deduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents.

Notwithstanding any other provision of this clause (d), a Lender shall not be required to deliver any form that such Lender is not legally able to deliver. In addition, if a payment made to a Lender hereunder would be subject to U.S. federal withholding tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including, without limitation, those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Agent and the Borrower (A) such forms, documentations, or other information as shall be prescribed by the Internal Revenue Service to demonstrate that such Lender has complied with such applicable reporting requirements, and (B) in the absence of guidance by the Internal Revenue Service (including the failure to publish a list of participating foreign financial institutions), such Lender shall provide a certification to the Administrative Agent and the Borrower signed by an authorized officer of such Lender, which (1) if such Lender is a “foreign financial institution” within the meaning of FATCA, shall state either (x) that such Lender has entered into an agreement that meets the requirements of Section 1471(b)(1), (y) that such Lender otherwise meets the requirements of Section 1471(b) as a result of qualification under Section 1471(b)(2)(A) or (B), (z) or that such Lender has made an election pursuant to Section 1471(b)(3) and provides the notification required under Section 1471(b)(3)(C)(i) for the Borrower and the Administrative Agent to

-102-

determine the appropriate amount to deduct and withhold, or (2) if such Lender is a “non-financial foreign entity” within the meaning of FATCA, shall meet the requirements of Section 1472(b)(1) or state that such Lender is not subject to Section 1472(a) as a result of meeting the requirements of Section 1472(c).

(e) Any Lender claiming any additional amounts payable pursuant to this Section 3.01 shall, upon the reasonable request of the Borrower, use its reasonable efforts to change the jurisdiction of its Lending Office (or take any other measures reasonably requested by the Borrower) if such a change or other measures would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, be inconsistent with the policies of such Lender and result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.

(f) If any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by any Loan Party pursuant to this Section 3.01, it shall promptly remit such refund to the Loan Party, net of all out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund net of any Taxes payable by any Agent or Lender on such interest); provided that the Loan Party, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such party in the event such party is required to repay such refund to the relevant taxing authority. This section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to Taxes that it deems confidential) to the Borrower or any other person.

Section 3.02 Illegality. If any Lender determines that any Law enacted after the Closing Date has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge interest rates based upon LIBOR, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such LIBOR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

-103-

Section 3.03 Inability to Determine Rates. If the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the applicable LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan, or that LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and the Interest Period of such LIBOR Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, notwithstanding anything to the contrary contained herein, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of such LIBOR Loans or, failing that, will be deemed to have converted such request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04 Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Loans (or in the case of Taxes, any Loan) or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes (which are covered by Section 3.01), or any Excluded Taxes or (ii) reserve requirements for which Lenders are compensated pursuant to the definition of “LIBOR” or otherwise contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the LIBOR Loan (or of maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such written demand.

(c) The Borrower shall pay to each Lender, as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the

-104-

Commitments or the funding of any LIBOR Loans of the Borrower (other than those for which Lenders are compensated pursuant to the definition of “LIBOR”), such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior written notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give written notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such written notice.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation.

(e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

Section 3.05 Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting such amount, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any LIBOR Loan of the Borrower on a day other than the last day of the Interest Period for such Loan; or

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any LIBOR Loan of the Borrower on the date or in the amount notified by the Borrower;

including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

Section 3.06 Matters Applicable to All Requests for Compensation. (a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

-105-

(b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable LIBOR Loan, or, if applicable, to convert Base Rate Loans into LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested in accordance with the terms hereof.

(c) If the obligation of any Lender to make or continue any LIBOR Loan, or to convert Base Rate Loans into LIBOR Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable LIBOR Loans shall be automatically converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) for such LIBOR Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s LIBOR Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable LIBOR Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as LIBOR Loans shall be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into LIBOR Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s LIBOR Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBOR Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding LIBOR Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility.

Section 3.07 Replacement of Lenders Under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any

-106-

Lender ceases to make any LIBOR Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender, (iii) any Lender becomes a Non-Consenting Lender, (iv) a Lender rejects (or is deemed to reject) the Extension under Section 2.15(a) which Extension has been accepted under Section 2.15(a) by the Required Lenders, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, (x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement (in respect of any applicable Facility only in the case of clause (i) or, with respect to a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (y) terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations (other than contingent obligations not then due and payable) of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all Obligations (other than contingent obligations not then due and payable) of the Borrower owing to such L/C Issuer relating to the Loans and participations held by the L/C Issuer as of such termination date and cancel or backstop on terms reasonably satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that in the case of any such termination of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders or other Non-Consenting Lenders being terminated in connection with the adoption of the applicable departure, waiver or amendment of the Loan Documents) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents and such termination shall be in respect of any applicable facility only in the case of clause (i) or, with respect to a Class vote, clause (iii).

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans in respect thereof, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such

-107-

replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender or Defaulting Lender.

(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit equal to the face amount of all such Letters of Credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts equal to the face amount of all such Letters of Credit and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

(d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans or all Lenders and (iii) the Required Lenders (or, in the case of a consent, waiver or amendment involving all affected Lenders of a certain Class, the Required Class Lenders) have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Section 3.08 Survival. All of the Borrower’s obligations under this Article III shall survive any assignment of rights by, or the replacement of, a Lender (including any L/C Issuer) and termination of the Aggregate Commitments and repayment, satisfaction and discharge of all other Obligations hereunder.

ARTICLE IV

Conditions Precedent to Credit Extensions

Section 4.01 All Credit Events After the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of LIBOR Loans) after the Closing Date is subject to satisfaction of the following conditions precedent:

(i) The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

-108-

(ii) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of LIBOR Loans) submitted by the Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.01(i) and (ii) have been satisfied on and as of the date of the applicable Credit Extension.

Section 4.02 First Credit Event. Each Lender shall make the Credit Extension to be made by it on the Closing Date subject only to the following conditions precedent, unless otherwise waived by the Initial Lenders:

(a) This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor.

(b) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

(c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each L/C Issuer, an opinion of (i) Kirkland & Ellis LLP, special counsel for the Loan Parties, (ii) Latham & Watkins LLP, special counsel for the Loan Parties, and (iii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case, dated the Closing Date and addressed to each L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and substance customary for senior secured credit facilities in transactions of this kind.

(d) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, organization or formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or

-109-

amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party on the Closing Date and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.

(e)(i) The Administrative Agent shall have received the results of (x) searches of the Uniform Commercial Code filings (or equivalent filings) and (y) judgment and tax lien searches, made with respect to the Loan Parties in the states or other jurisdictions of formation of such Person and the chief executive office of such Person as set forth in the Perfection Certificate, together with (in the case of clause (y)) copies of the financing statements (or similar documents) disclosed by such search and (ii) the Security Agreement and the Pledge Agreement shall have been duly executed and delivered by each Loan Party that is to be a party thereto, together with (x) all of the Pledge Agreement Collateral, if any, referred to therein and then owned by the Loan Parties, (A) endorsed in blank in the case of promissory notes constituting Pledge Agreement Collateral and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Pledge Agreement Collateral and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement; provided, however, that each of the requirements set forth in clauses (i) and (ii) above, including lien searches (other than Uniform Commercial Code, tax and lien searches) and the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (other than the pledge and perfection of domestic assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or, to the extent applicable, the delivery of a stock certificate and related stock power of the Borrower and any Domestic Subsidiary on the Closing Date or, to the extent applicable, the delivery of Intellectual Property Security Agreements for filing with the U.S. Patent and Trademark Office) shall not constitute conditions precedent to the Credit Extension on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date if the Borrower agrees to deliver or cause to be delivered such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). The Collateral Agent shall have received an initial Perfection Certificate, fully completed and executed by a Responsible Officer of Holdings.

(f) The Administrative Agent shall have received certified copies of the Purchase Documents and the documents governing the RFC Loans, duly executed by the parties thereto. Prior to or substantially simultaneously with the initial Credit Extension on the Closing Date, the Repurchase Merger and the Acquisition shall have been consummated in all material respects in accordance with the Purchase Documents, and the Purchase Documents shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and neither Holdings nor

-110-

Purchaser nor any of their affiliates party thereto shall have consented to any action that would require the consent of such person or any such affiliate under the Purchase Documents, if such alteration, amendment, change, supplement, waiver or consent would be materially adverse to the interests of the Lenders, in any such case without the prior written consent of the Initial Lenders (it being understood that any material decrease in the purchase price set forth in the Purchase Agreement and any change to the definition of “Company Material Adverse Effect” shall be deemed materially adverse to the interests of the Lenders).

(g) The Administrative Agent shall have received certified copies of the material Senior Note Documents. Prior to or substantially simultaneously with the initial Credit Extension on the Closing Date, the issuance of the Senior Notes shall have been consummated in accordance with the terms and conditions of the Senior Note Documents and all applicable law and (i) the Borrower shall have received cash proceeds of $645,000,000 (calculated before underwriting discounts (including original issue discount) and commissions) from the issuance by it of a like principal amount of Senior Notes and (ii) Holdings shall have utilized (and caused its Subsidiaries to utilize) the full amount of the cash proceeds received by it as provided in preceding clause (i) to make payments owing in connection with the Transactions prior to or concurrently with the utilization by the Borrower of any proceeds of Loans for such purpose.

(h) On or prior to the Closing Date and concurrently with the incurrence of Loans and the use of such Loans on such date, all Indebtedness of Holdings and its Subsidiaries under the Existing Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon, all commitments under the Existing Credit Agreement shall have been terminated and all letters of credit issued pursuant to the Existing Credit Agreement shall have been terminated. On the Closing Date and after giving effect to the consummation of the Transactions, Holdings and its Subsidiaries shall have no outstanding Indebtedness for borrowed money, except for (i) Indebtedness pursuant to or in respect of the Loan Documents, (ii) the Senior Notes and (iii) any other indebtedness existing on the Closing Date and permitted pursuant to Section 7.03 (with the Indebtedness described in this sub-clause (iii) being herein called the “Existing Indebtedness”).

(i) Immediately after giving effect to the Transactions, (i) the Sponsor and its affiliates shall, directly or indirectly own more than 50.0% of the outstanding Equity Interests of Holdings and (ii) Holdings’ equity account shall be at least 30.0% of Holdings’ total capitalization (in each case determined in accordance with GAAP, but excluding the effects of original issue discount on the Loans and the Senior Notes, the UBS Line of Credit and the RFC Loans).

(j) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Chief Financial Officer of Holdings, certifying that Holdings and its Subsidiaries and the Borrower and its Subsidiaries, in each case, on a consolidated basis after giving effect to the Transactions on the Closing Date, are Solvent as of the Closing Date.

-111-

(k) On the Closing Date, the Specified Purchase Agreement Representations and the representations and warranties made by the Loan Parties in Sections 5.01(a) (solely as to the existence of the Loan Parties), 5.01(b)(ii) (solely as to the Loan Parties), 5.02(a) (solely as to the Loan Documents), 5.04(b), 5.12, 5.16 and 5.17 shall be true and correct in all material respects.

(l) On the Closing Date, no Default or Event of Default shall exist or would result from the consummation of the Transactions on such date.

(m) Since December 31, 2009, there shall not have occurred a Company Material Adverse Effect.

(n) The Initial Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Borrower requested in writing by the Initial Lenders at least 10 days prior to the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.

(o) The Initial Lenders shall have received the Unaudited Financial Statements and the Pro Forma Financial Statements, which Pro Forma Financial Statements shall demonstrate in reasonable detail that the Closing Date Total Net Leverage Ratio of Holdings and its Subsidiaries for the four consecutive fiscal quarter period ended March 31, 2010 is not greater than 5.50 to 1.00.

(p) On the Closing Date, the Borrower shall have paid to the Administrative Agent (and its relevant affiliates) and each Lender all reasonable and out-of-pocket costs, fees and expenses (including, without limitation, legal fees and expenses to the extent invoiced) and other compensation contemplated hereby payable to the Administrative Agent or such Lender to the extent then due.

ARTICLE V

Representations and Warranties

Holdings, the Borrower and each of the Subsidiary Guarantors party hereto represent and warrant to the Agents and the Lenders at the time of each Credit Extension that:

Section 5.01 Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in the case of clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

-112-

Section 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liens), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or by which it or any of the properties of such Person or any of its Subsidiaries is bound or to which it may be subject or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x) or (b)(iii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Section 5.03 Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Section 5.04 Binding Effect. (a) This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto.

(b) This Agreement and each other Loan Document constitute legal, valid and binding obligations of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity, (ii) the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries.

-113-

Section 5.05 Financial Statements; No Material Adverse Effect. (a) (i) The unaudited pro forma consolidated balance sheet of Holdings and its Subsidiaries as at the last day of the most recent fiscal quarter for which Unaudited Financial Statements have been delivered prior to the Closing Date (including the notes thereto describing the pro forma adjustments) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of income of Holdings and its Subsidiaries for the twelve months ended on the last day of the most recent fiscal quarter for which Unaudited Financial Statements have been delivered prior to the Closing Date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which will be furnished to each Lender prior to the Closing Date, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transactions. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of Holdings and its Subsidiaries as at the last day of the most recent fiscal quarter for which Unaudited Financial Statements have been delivered and its estimated consolidated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.

(ii) The Audited Financial Statements fairly present in all material respects the consolidated financial condition of Holdings and its Subsidiaries as of the dates thereof and its consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein.

(iii) The Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of Holdings and its Subsidiaries as of the dates thereof and its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and subject to normal year-end audit adjustments and the absence of footnotes.

(b) The forecasts of income statements of Holdings and its Subsidiaries which have been furnished to the Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by Holdings to be reasonable at the time of preparation of such forecasts, it being understood that such forecasts are not to be viewed as facts or as a guarantee of performance or achievement of any particular results and that actual results may vary from such forecasts and that such variations may be material and that no assurance can be given that the projected results will be realized.

(c) Since December 31, 2009, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d) As of the Closing Date, neither Holdings nor any of its Subsidiaries has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the Existing Indebtedness, (ii) obligations arising under the Loan Documents and the Senior Note

-114-

Documents, (iii) liabilities incurred in the ordinary course of business, (iv) liabilities disclosed in the Pro Forma Financial Statements and (v) liabilities under the Purchase Agreement) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

Section 5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Holdings, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Restricted Subsidiaries or against any of their properties or revenues that have a reasonable likelihood of adverse determination and where such determination either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.07 Ownership of Property; Liens. (a) Holdings and each of its Restricted Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth on Schedule 5.07 hereto and except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Permitted Liens and except where the failure to have such title, interest, easement or other limited property interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) As of the Closing Date, Schedule 5.07 contains a true and complete list of each Material Real Property owned by Holdings and the Subsidiaries as of the Closing Date.

Section 5.08 Environmental Matters. Except as disclosed in Schedule 5.08 or as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

(a) each Loan Party and its properties are and have been in compliance with all Environmental Laws, which includes obtaining and maintaining all applicable Environmental Permits required under such Environmental Laws to carry on the business and operations of the Loan Parties;

(b) the Loan Parties have not received any written notice that alleges any of them is in violation of or potentially liable under any Environmental Laws and none of the Loan Parties nor any of their properties is the subject of any claims, investigations, liens, demands or judicial, administrative or arbitral proceedings pending or, to the knowledge of the Borrower, threatened under any Environmental Law or to revoke or modify any Environmental Permit held by any of the Loan Parties;

(c) there has been no release, discharge or disposal of Hazardous Materials on, at, under or from any property owned, leased or operated by any of the Loan Parties, or, to the knowledge of the Borrower, any property formerly owned, operated or leased by any Loan Party or arising out of the conduct of the Loan Parties that would reasonably be expected to require investigation, response or corrective action, or would reasonably be expected to result in the Borrower incurring liability, under Environmental Laws; and

-115-

(d) there are no facts, circumstances or conditions arising out of or relating to the operations of the Loan Parties or any property owned, leased or operated by any of the Loan Parties or, to the knowledge of the Borrower, any property formerly owned, operated or leased by the Loan Parties or any of their predecessors in interest that would reasonably be expected to require investigation, response or corrective action, or would reasonably be expected to result in any of the Loan Parties incurring liability, under Environmental Laws.

Section 5.09 Taxes. Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Loan Parties and their Subsidiaries have filed all tax returns required to be filed, all such tax returns accurately reflect in all material respects all liabilities for Taxes of each Loan Party and their Subsidiaries, as applicable, and each of the Loan Parties and their Subsidiaries have paid all Taxes levied or imposed upon them or their properties, that are due and payable (including in their capacity as a withholding agent) and taking into account applicable extensions, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed Tax deficiency or assessment known to any Loan Parties against the Loan Parties that would, if made, individually or in the aggregate, have a Material Adverse Effect.

Section 5.10 ERISA Compliance. (a) Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws.

(b)(i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made; (ii) no Loan Party, Restricted Subsidiary or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) no Loan Party, Restricted Subsidiary or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; (iv) if each Loan Party, each Restricted Subsidiary and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date this assurance is deemed given, the aggregate withdrawal liability that would be incurred would not be in excess of $50,000; and (v) no Loan Party, Restricted Subsidiary or ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.10(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(c) There exists no Unfunded Pension Liability with respect to any Pension Plan, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of any Loan Party, any Restricted Subsidiary or any ERISA Affiliate, threatened, which could reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

-116-

Section 5.11 Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to any part of the Transactions that is consummated on or prior to the Closing Date), no Loan Party has any Subsidiaries other than Immaterial Subsidiaries or those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Permitted Liens. As of the Closing Date, Schedule 5.11(a) sets forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) sets forth the ownership interest of the Borrower and any other Subsidiary thereof in each Subsidiary, including the percentage of such ownership.

Section 5.12 Margin Regulations; Investment Company Act. (a) The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.

(b) None of Holdings, the Borrower, any Person Controlling the Borrower, or any of its Restricted Subsidiaries is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.13 Disclosure. To the best of Holdings’ knowledge, no report, financial statement, certificate or other written information furnished by or on behalf of Holdings or the Borrower (other than projections, pro forma financial information, estimates, budgets, other forward-looking information and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby (as modified or supplemented by other information so furnished) when taken as a whole, as of the time it was furnished, contained any misstatement of material fact or omitted as of such time to state any material fact necessary to make the statements therein (when taken as a whole), in light of the circumstances under which they were made, not materially misleading. With respect to projections, Holdings represents that such information was prepared in good faith based upon assumptions believed by Holdings to be reasonable at the time of preparation; it being understood that such projections are not to be viewed as facts or as a guarantee of performance or achievement of any particular results and that actual results may vary from actual results and that such variances may be material and that no assurance can be given that the projected results will be realized.

Section 5.14 Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against Holdings or any of its Restricted Subsidiaries pending or, to the knowledge of Holdings, threatened; (b) hours worked by and payment made to employees of Holdings or any of its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from Holdings or any of its Restricted Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.

-117-

Section 5.15 Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, trade secrets, technology, software, know-how, proprietary information, databases, design rights and other intellectual property rights, including registrations and applications for registration of any of the foregoing (collectively, “IP Rights”) that are necessary for the operation of their respective businesses as currently conducted, and such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No product or processor method used or offered by any Loan Party or any of its Subsidiaries or the operation of their respective businesses as currently conducted infringes, misappropriates, dilutes or otherwise violates any IP Rights held by any Person, except for such claims which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation a) contesting the validity of, or any right, title or interest in any of the IP Rights used or held for use by any Loan Party or any of its Subsidiaries, or b) alleging that the operation of the respective businesses of each Loan Party or any of its Subsidiaries as currently conducted infringes, misappropriates, dilutes or otherwise violates the IP Rights of any Person, has been asserted or is presently pending or, to the knowledge of Holdings and its Restricted Subsidiaries, is presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Section II(B) of the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Section 5.16 Solvency. On the Closing Date after giving effect to the Transactions, Holdings and its Restricted Subsidiaries and the Borrower and its Restricted Subsidiaries, in each case, on a consolidated basis, are Solvent.

Section 5.17 Security Documents.

(a) Valid Liens. Each Collateral Document delivered pursuant to Sections 4.02, 6.11 and 6.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as such enforceability may be limited by Debtor Relief Laws and (i) when financing statements and other filings in appropriate form are filed in the jurisdictions specified in Section I(A) of the Perfection Certificate, as supplemented from time to time after the date hereof, and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or

-118-

control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement or the Pledge Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby and to the extent such perfection is governed by the laws of the United States, any state thereof or the District of Columbia), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements or such possession or control, in each case subject to no Liens other than Permitted Liens.

(b) PTO Filing; Copyright Office Filing. When the Security Agreement or a short form thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, to the extent such filings may perfect such interests, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case free and clear of Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to establish a Lien on registered Patents, Trademarks and Copyrights registered or applied for by the grantors thereof after the Closing Date).

(c) Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Liens, except as such enforceability may be limited by Debtor Relief Laws, and when the Mortgages are filed in the offices specified on Schedule 5.17(c) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder.

Notwithstanding anything herein (including this Section 5.17) or in any other Loan Document to the contrary, neither Holdings nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of or intercompany loans made to any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e).

-119-

ARTICLE VI

Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations not then due and payable) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place, in each case in an amount at least equal to such Outstanding Amount), then from and after the Closing Date, Holdings shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each of its Restricted Subsidiaries to:

Section 6.01 Financial Statements. (a) Deliver to the Administrative Agent for prompt further distribution to each Lender, within ninety (90) days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2010, (i) a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (ii) management’s discussion and analysis of the important operational and financial developments during such fiscal year consistent with the Borrower’s historical practice;

(b) Deliver to the Administrative Agent for prompt further distribution to each Lender, within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings for fiscal quarters ended on or after June 30, 2010, (i) a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and consolidated statements of cash flows for such fiscal quarter and the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period consistent with the Borrower’s historical practice;

-120-

(c) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, and in any event no later than sixty (60) days after the end of each fiscal year of Holdings, beginning with the fiscal year ending December 31, 2010, a reasonably detailed consolidated budget for the following fiscal year on a quarterly basis (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the senior management of Holdings to be reasonable at the time of preparation of such Projections, it being understood that such Projections are not to be viewed as facts or as a guarantee of performance or achievement of any particular results and that actual results may vary from such Projections and that such variations may be material and that no assurance can be given that the projected results will be realized; and

(d) Deliver to the Administrative Agent with each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 shall be satisfied with respect to financial information of Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings or (B) Holdings’ Form 10-K or 10-Q, as applicable, filed with the SEC; provided, that with respect to clauses (A) and (B), to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualifications or exceptions as to the scope of such audit.

Documents required to be delivered pursuant to Section 6.01 and Sections 6.02(c) and (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or Holdings or any other direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) promptly upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent; provided,

-121-

however, that if such Compliance Certificate is first delivered by electronic means, the date of such delivery by electronic means shall constitute the date of delivery for purposes of compliance with Section 6.02(a). Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. In the event any financial statements delivered under Section 6.01(a) or (b) above shall be restated, Holdings and the Borrower shall deliver, promptly after such restated financial statements become available, revised Compliance Certificates with respect to the periods covered thereby that give effect to such restatement, signed by a Responsible Officer of each of Holdings and the Borrower.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and each Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC.”

Section 6.02 Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of Holdings;

(b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating

-122-

that in the course of conducting their customary examination, no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;

(c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Senior Note Document or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of Section 6.01 or 6.02;

(e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of Holdings that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (solely to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); and

(f) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request; provided that in no event shall the requirements set forth in this Section 6.02(f) require Holdings or any of it Restricted Subsidiaries to provide any such information which (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney client or similar privilege or constitutes attorney work-product.

-123-

Section 6.03 Notices. Promptly after a Responsible Officer of Holdings or any other Loan Party has obtained knowledge thereof, notify the Administrative Agent:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

(c) of the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority with respect to any Loan Document.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of Holdings (x) that such notice is being delivered pursuant to Section 6.03(a), (b) or (c) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action Holdings has taken and proposes to take with respect thereto.

Section 6.04 Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all its Taxes (whether or not shown on a Tax return), except, in each case, to the extent any such Tax is being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP or the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization and (b) take all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and franchises necessary in the normal conduct of its business, except, in the case of (a) or (b), (i) (other than with respect to the Borrower) to the extent that failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05.

Section 6.06 Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and fire, casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice and in the normal conduct of its business.

Section 6.07 Maintenance of Insurance.

(a) Generally. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Holdings and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

-124-

(b) Requirements of Insurance. Not later than ninety (90) days after the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing Date), the Borrower shall use commercially reasonable efforts to ensure that (i) all such insurance with respect to any Collateral shall provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 10 days (or, to the extent reasonably available, 30 days) after receipt by the Collateral Agent of written notice thereof (promptly after receipt, the Borrower shall deliver a copy of the policy (and to the extent any such policy is renewed, a renewal policy) or other evidence thereof to the Administrative Agent and the Collateral Agent, or insurance certificate with respect thereto) and (ii) all such insurance with respect to any Collateral shall name the Collateral Agent as additional insured on behalf of the Secured Parties (in the case of liability insurance) and loss payee (in the case of property insurance), as applicable.

(c) Flood Insurance. With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent shall reasonably request, if at any time the area in which any material improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

Section 6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 6.09 Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied and which reflect all material financial transactions and matters involving the assets and business of Holdings or a Restricted Subsidiary, as the case may be (it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles that are applicable in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Section 6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (other than (a) records of the Board of Directors of such Loan Party or such Subsidiary, (b) information restricted by a third party confidentiality agreement and (c) other information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) that is subject to

-125-

attorney client or similar privilege or constitutes attorney work-product), and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney client or similar privilege or constitutes attorney work-product.

Section 6.11 Additional Collateral; Additional Guarantors. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(a) Upon (x) the formation or acquisition of any new direct or indirect wholly owned Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by Holdings, (y) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or (z) or the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary:

(i) within forty-five (45) days after such formation, acquisition, cessation or designation, or such longer period as the Administrative Agent may agree in writing in its reasonable discretion:

(A) cause each such Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, and other security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent, subject to local law requirements, with the Mortgages, Security Agreement, Pledge Agreement,

-126-

Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting first-priority Liens (subject to Permitted Liens) required by the Collateral and Guarantee Requirement;

(B) cause each such Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Domestic Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank;

(C) take and cause such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement or the Collateral Documents, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement or the Collateral Documents;

(ii) if reasonably requested by the Administrative Agent or the Collateral Agent, within forty-five (45) days after such request (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request;

(iii) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Borrower; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than Holdings or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; and

(iv) if reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such request (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with

-127-

respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement or the Collateral Documents, but not specifically covered by the preceding clauses (i), (ii) or (iii) or clause (b) below.

(b) Not later than sixty (60) days after the acquisition by any Loan Party of Material Real Property as determined by the Borrower (acting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a first-priority Lien and Mortgage (subject to the Permitted Liens) in favor of the Collateral Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.

(c) Always ensuring that the Obligations are secured by a first-priority security interest (subject to Liens permitted under Section 7.01(c)) in all the Equity Interests of the Borrower.

(d) Not later than (60) days after the Amendment No. 1 Effective Date, unless extended in writing by the Administrative Agent in its reasonable discretion, (i) the Borrower shall cause its wholly-owned Subsidiary Trans Union International, Inc. to deliver to the Administrative Agent, for the benefit of the Secured Parties, a pledge governed by the laws of The Netherlands of 65.0% of the voting Equity Interests and 100.0% of the non-voting Equity Interests of Vail Systemem Groep, B.V. (“Vail”), which pledge shall be in form and substance reasonably satisfactory to the Administrative Agent (the “Dutch Pledge Agreement”) and (ii) the Borrower shall deliver to the Administrative Agent addressed to it, the Collateral Agent, the Lenders and each L/C Issuer, an opinion of local counsel to the Loan Parties in The Netherlands relating to the Dutch Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent.

Section 6.12 Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; (b) obtain and renew all Environmental Permits necessary for its operations and properties; and (c) in each case to the extent the Loan Parties are required by Environmental Laws, conduct any investigation, remedial or other corrective action necessary to address Hazardous Materials at any property or facility in accordance with applicable Environmental Laws.

Section 6.13 Further Assurances and Post-Closing Conditions. (a) Within ninety (90) days after the Closing Date (subject to extension by the Administrative Agent in its reasonable discretion), deliver each Collateral Document required to satisfy the Collateral and

-128-

Guarantee Requirement or required pursuant to the terms of any Collateral Document, duly executed by each Loan Party required to be party thereto, together with all documents and instruments required to perfect the security interest or Lien of the Collateral Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens permitted under the Collateral and Guarantee Requirement and Permitted Liens, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents.

(b) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents. If the Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a Mortgage constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA.

Section 6.14 Designation of Subsidiaries. The Borrower may at any time on or after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenant set forth in Section 7.11 (whether or not such covenant is applicable at such time in accordance with its terms) determined on a Pro Forma Basis as of the last day of the most recently ended Test Period as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes or any Junior Financing, as applicable, and (iv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of the assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 as of the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 3.0% of the Adjusted Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair

-129-

market value at the date of such designation of the Borrower’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent of the Borrower that is a Subsidiary shall be permitted to be an Unrestricted Subsidiary.

Section 6.15 Maintenance of Ratings. The Borrower shall use commercially reasonable efforts to maintain a public corporate rating from S&P and a public corporate family rating from Moody’s, in each case in respect of the Borrower, and a public rating of the Facilities by each of S&P and Moody’s.

ARTICLE VII

Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than contingent obligations not then due and owing) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place, in each case in an amount at least equal to such Outstanding Amount), then from and after the Closing Date:

Section 7.01 Liens. Neither Holdings nor the Restricted Subsidiaries shall, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document or Separate Facility Loan Document;

(b) Liens existing on the Closing Date; provided that any Lien securing Indebtedness in excess of (x) $2,500,000 individually or (y) $10,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (b) that are not listed on Schedule 7.01(b)) shall only be permitted to the extent such Lien is listed on Schedule 7.01(b), and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property beyond such property subject to a Lien on the Closing Date, other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens (including fees and expenses associated with any such extensions, renewals and refinancing), to the extent constituting Indebtedness, is permitted by Section 7.03;

(c) Liens for Taxes that are not overdue for a period of more than any applicable grace period related thereto or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP;

-130-

(d) statutory or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business that secure amounts not overdue for a period of more than sixty (60) days or if more than sixty (60) days overdue, that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance, deferred compensation arrangements and supplemental retirement plans and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings or any of its Restricted Subsidiaries;

(f) deposits and pledges to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds, public or private utilities and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) letters of credit and bank guarantees required or requested by any Governmental Authority) incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, licenses, protrusions and other similar charges or encumbrances and minor title defects or irregularities affecting Real Property that do not in the aggregate materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries, taken as a whole, and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business (including licenses and sublicenses of intellectual property) which do not (i) interfere in any material respect with the business of Holdings and its Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness;

(j) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

-131-

(k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes, (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits, pooled deposits, sweep accounts or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions, and (iv) that are contractual rights of setoff or rights of pledge relating to purchase orders and other agreements entered into with customers of Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(g) or (l) or, to the extent related to any of the foregoing, Section 7.02(p) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(m) Liens (i) in favor of Holdings, Borrower or a Restricted Subsidiary on assets of a Restricted Subsidiary or (ii) in favor of Holdings or any other Loan Party;

(n) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(p) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;

(q) in the case of any non-wholly owned Restricted Subsidiary, any put and call arrangements or restrictions on disposition related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement;

(r) Liens solely on any cash earnest money deposits made by Holdings or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(s) ground leases in respect of Real Property on which facilities owned or leased by Holdings or any of its Restricted Subsidiaries are located;

-132-

(t) Liens to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created within 270 days of the acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(u) Liens on property of any Restricted Subsidiary that is not a Loan Party securing Indebtedness of the applicable Subsidiary permitted under Section 7.03;

(v) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the Closing Date (including Capital Leases); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) (a) in the case of Liens securing Indebtedness for borrowed money, such Indebtedness secured thereby does not exceed at any time outstanding 3.0% of Adjusted Total Assets and (b) the Indebtedness secured thereby is permitted under Section 7.03(g)(A);

(w) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries, taken as a whole;

(x) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;

(y) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(z) the modification, replacement, renewal or extension of any Lien permitted by clauses (t) and (v) of this Section 7.01; provided that (i) the Lien does not extend to any additional property, other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, (B) proceeds and products thereof, and (C) any other Lien otherwise permissible by another clause in this Section 7.01 and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness);

-133-

(aa) other Liens securing obligations in an aggregate principal amount outstanding at any time not to exceed $50,000,000;

(bb) Liens on auction rate securities owned by Holdings securing the UBS Line of Credit;

(cc) Liens on property subject to any Sale-Leaseback Transaction permitted hereunder and general intangibles related thereto;

(dd) Liens consisting of contractual restrictions of the type described in the definition of Restricted Cash (excluding the proviso thereto) so long as such contractual restrictions are permitted under Section 7.09;

(ee) Lien securing Swap Contracts so long as (x) such Swap Contracts do not constitute Secured Hedge Agreements and (y) the value of the property securing such Swap Contracts does not exceed $10,000,000 at any time; and

(ff) Liens on Receivables Assets including intercompany notes and the Equity Interests of a Receivables Subsidiary, in each case incurred in connection with a Receivables Facility.

Section 7.02 Investments. Neither Holdings nor the Restricted Subsidiaries shall directly or indirectly, make or hold any Investments, except:

(a) Investments by Holdings or any of its Restricted Subsidiaries in assets that were Cash Equivalents when such Investment was made;

(b) loans or advances to officers, directors, consultants and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent thereof (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity) and to permit the payment of Taxes by such Person with respect to such Equity Interests and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $2,500,000;

(c) Investments (i) by Holdings or any Restricted Subsidiary in any Loan Party and (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party or any Loan Party and (iii) in the form of intercompany loans, advances or capital contributions by any Loan Party in any Restricted Subsidiary that is not a Loan Party (x) in the ordinary course of business or (y) otherwise not to exceed $5,000,000 at any time outstanding;

-134-

(d) Investments (i) consisting of advances to customers or extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(e) Investments consisting of (x) transactions permitted under Sections 7.01, 7.03 (other than 7.03(d)), 7.04 (other than 7.04(d) and (e)) and 7.05 (other than 7.05(e)), (y) Restricted Payments permitted by Section 7.06 and (z) repayments or other acquisitions of Indebtedness of Holdings or any other Restricted Subsidiary not prohibited by Section 7.13;

(f) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of any original Investment under this clause (f) is not increased except by the terms of such Investment as of the Closing Date or as otherwise permitted by Section 7.02;

(g) any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares or any options for Equity Interests that cannot, as a matter of law, be cancelled, redeemed or otherwise extinguished without the express agreement of the holder thereof at or prior to acquisition) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom (other than in respect of any Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default exists or would result therefrom); (ii) the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects at the time of consummation of such Permitted Acquisition, (iii) Holdings and the Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.11 (whether or not such covenant is applicable at such time in accordance with its terms) after giving effect to such acquisition or investment and any related transactions; (iv) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; (v) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary (it being understood that the acquisition of an Unrestricted Subsidiary as part of a Permitted Acquisition shall be deemed to be an Investment made in reliance on a provision of this Section 7.02 other than this clause (i)) shall become Guarantors, in each case, in accordance with Section 6.11; and (vi) the aggregate amount of such Investments by Loan Parties in assets that are not (or do not become) owned by a Domestic Subsidiary or in Equity Interests in Persons that constitute

-135-

Foreign Subsidiaries upon consummation of such acquisition shall not exceed (1) the greater of (x) Consolidated EBITDA for the Test Period then most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b) and (y) $300,000,000 (the “Foreign Subsidiary Acquisition Basket Amount”) plus (2) up to the full amount of the Joint Venture Basket Amount not otherwise utilized as permitted pursuant to Section 7.02(r)(i); provided that the application of any portion of the Joint Venture Basket Amount pursuant to this Section 7.02(g)(vi) will result in a corresponding dollar-for-dollar reduction in the Joint Venture Basket Amount available pursuant to Section 7.02(r)(i) (any such acquisition, a “Permitted Acquisition”);

(h) Investments made in connection with the Transactions;

(i) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices;

(j) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(k) loans and advances to Holdings and any other direct or indirect parent of the Borrower, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments permitted to be made to such parent in accordance with Section 7.06(f), (g), (h) or (i);

(l) other Investments (including in connection with Permitted Acquisitions), in an aggregate amount outstanding pursuant to this clause (l) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed (x) $50,000,000 (net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) plus (y) the portion, if any, of the Available Additional Basket on the date of such election that the Borrower elects to apply to this subsection (y), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Available Additional Basket immediately prior to such election and the amount thereof elected to be so applied, provided that no Investment may be made pursuant to this clause (n) (A) if an Event of Default has occurred and is continuing or would result therefrom or (B) in any Unrestricted Subsidiary for the purpose of making a Restricted Payment prohibited pursuant to Section 7.06;

(m) advances of payroll payments to officers and employees and advances of fees and payments to directors and consultants, in each case, in the ordinary course of business;

-136-

(n) Investments to the extent that payment for such Investments is made solely with Equity Interests of Holdings (or any direct or indirect parent of the Borrower);

(o) Investments of a Restricted Subsidiary acquired after the Closing Date or of a corporation merged or amalgamated or consolidated into Holdings or merged, amalgamated or consolidated with a Restricted Subsidiary, in each case in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, do not constitute a material portion of the aggregate assets acquired by Holdings and its Restricted Subsidiaries in such transaction and were in existence on the date of such acquisition, merger or consolidation;

(p) Investments made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary contemplated pursuant to Section 7.02(l) or permitted under Section 7.02(g)(vi) or Section 7.02(r);

(q) Guarantees by Holdings or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(r)(i) (A) Investments in joint ventures and (B) purchases of minority interests in non-wholly-owned Subsidiaries; provided that the aggregate amount of such Investments with respect to clauses (A) and (B) shall not exceed (1) the greater of (x) Consolidated EBITDA for the Test Period then most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b) and (y) $300,000,000 (the “Joint Venture Basket Amount”) plus (2) up to $100,000,000 of the Foreign Subsidiary Basket Amount not otherwise utilized as permitted pursuant to Section 7.03(g)(vi); provided that the application of any portion of the Foreign Subsidiary Basket Amount pursuant to this Section 7.03(r)(i) will result in a corresponding dollar-for-dollar reduction in the Foreign Subsidiary Basket Amount available pursuant to Section 7.03(g)(vi) and (ii) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons in the ordinary course of business;

(s) Investments in deposit accounts and securities accounts opened in the ordinary course of business;

(t) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;

(u) Investments in any Person to which the Borrower or any Subsidiary outsources operational activities or otherwise related to the outsourcing of operational activities in the ordinary course of business in an aggregate amount not to exceed $10,000,000;

(v) Investments in (or asset dispositions to) Restricted Subsidiaries that are not Loan Parties so long as any such Investment (or disposition) is part of a series of simultaneous Investments (and/or dispositions) by various Restricted Subsidiaries in

-137-

other Restricted Subsidiaries (with each such Investment (or disposition) having an equal aggregate amount (or fair market value)) that results in the aggregate proceeds of the initial Investment (or disposition) being invested in one or more (i) Loan Parties and/or (ii) Restricted Subsidiaries that are not Loan Parties, so long as in the case of clause (ii), (A) the initial Investment (or disposition) was made by a Restricted Subsidiary that is not a Loan Party and (B) any Loan Party participating in such series of Investments (and/or dispositions) shall not have made an Investment (or disposition) in an amount in excess of the amount of proceeds such Loan Party received by way of an Investment (or disposition) by another Restricted Subsidiary in such Loan Party (except to the extent any such excess is permitted by, and reduces availability under, Section 7.02(c), (g), (l), (r) and (u)); and

(w) Investments relating to a Receivable Subsidiary that, in the good faith determination of the Borrower, are necessary or advisable to effect any Receivables Facility.

Section 7.03 Indebtedness. Neither Holdings nor any of the Restricted Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of any Loan Party under the Loan Documents or any Incremental Term Loans under Separate Facility Loan Documents;

(b) Indebtedness (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any refinancing, extension or replacement thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof; provided that (x) no such intercompany Indebtedness owed to a Loan Party shall be evidenced by a promissory note unless such promissory note is pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement and (y) all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to subordination terms substantially in the form of Exhibit O;

(c) Guarantees by Holdings and any Restricted Subsidiary in respect of Indebtedness of Holdings or any Restricted Subsidiary of Holdings otherwise permitted hereunder; provided that (A) no Guarantee of any Senior Notes or Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d) Indebtedness of Holdings or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that (x) no such Indebtedness owed to a

-138-

Loan Party shall be evidenced by a promissory note unless such promissory note is pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement and (y) all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to subordination terms substantially in the form of Exhibit O;

(e)(i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by Holdings or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed the greater of (A) $30,000,000 and (B) 1.0% of Adjusted Total Assets (together with any Permitted Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of Sale-Leaseback Transactions permitted by Sections 7.05(k) and (m) and (iii) any Permitted Refinancing of any of the foregoing;

(f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

(g) Indebtedness of Holdings or any Restricted Subsidiary (A) assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof, or (B) incurred to finance a Permitted Acquisition and any Permitted Refinancing thereof; provided that (w) in the case of clauses (A) and (B), such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for (I) Liens permitted by Section 7.01(v) securing Indebtedness (together with Permitted Refinancings thereof) incurred pursuant to clause (A), so long as such Indebtedness either does not constitute Indebtedness for borrowed money or (to the extent constituting Indebtedness for borrowed money) does not exceed in aggregate principal outstanding 3.0% of Adjusted Total Assets, (II) Liens permitted by Section 7.01(aa) securing Indebtedness incurred pursuant to clause (A), and (III) Liens securing Incremental Term Loans as and to the extent permitted by Section 2.14), (x) in the case of clauses (A) and (B), both immediately prior and after giving effect thereto, (1) no Default or Event of Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default exists or would result therefrom), (2) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenant set forth in Section 7.11 (whether or not such covenant is applicable at such time in accordance with its terms) and (3) the Total Net Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, as if such Indebtedness had been incurred on the last day of such period, shall be no greater than 6.00 to 1.00 and (y) in the case of any such incurred Indebtedness under clause (B), such Indebtedness matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the date occurring six months after the final Maturity Date

-139-

with respect to the Term Loans; provided, further, that the amount of Indebtedness incurred under clause (B) of this Section 7.03(g) by Restricted Subsidiaries that are not Loan Parties shall not exceed the greater of (x) $30,000,000 in the aggregate and (y) 2.5% of Adjusted Total Assets;

(h) Indebtedness representing deferred compensation or similar obligations to employees of Holdings or any of its Restricted Subsidiaries incurred in the ordinary course of business;

(i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any direct or indirect parent of the Borrower permitted by Section 7.06;

(j) Indebtedness incurred by Holdings or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments;

(k) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts or securities accounts in the ordinary course of business;

(l) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(m) Indebtedness incurred by Holdings or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, supporting obligations, bankers’ acceptances, performance bonds, surety bonds, statutory bonds, appeal bonds, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof;

(n) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Holdings or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(o) the Senior Notes and any Permitted Refinancing thereof (in each case including Guarantees thereof by the Guarantors other than Holdings);

-140-

(p) Indebtedness incurred by Holdings pursuant to the UBS Line of Credit as in effect on the Closing Date;

(q) Indebtedness of the Loan Parties in an amount equal to the lesser of (x) 100.0% of the net cash proceeds received by Holdings since immediately after the Closing Date from the issue or sale of Equity Interests of Holdings or cash contributed to the capital of Holdings (in each case, other than proceeds of Disqualified Equity Interests or sales of Equity Interests to Holdings or any of its Subsidiaries) to the extent such net cash proceeds or cash have not been applied pursuant to Section 7.02(l), 7.06(g) or 7.13 and (y) $75,000,000;

(r) other Indebtedness of Holdings or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed $150,000,000 at any time;

(s) Indebtedness consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder;

(t) Indebtedness of Foreign Subsidiaries; provided that the aggregate principal amount of Indebtedness outstanding pursuant to this clause (t) shall not at any time exceed the greater of (i) $25,000,000 and (ii) 10.0% of the portion of Adjusted Total Assets attributable to the Foreign Subsidiaries;

(u) customary obligations in connection with sales, other dispositions and leases permitted under Section 7.05 (but not in respect of Indebtedness for borrowed money or Capitalized Lease Obligations) including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;

(v) obligations of Holdings in respect of Disqualified Equity Interests in an amount not to exceed $10,000,000 at any time outstanding;

(w) Indebtedness of any Loan Party supported by a Letter of Credit in a principal amount not to exceed the face amount of such Letter of Credit;

(x) Indebtedness of Holdings under the RFC Loans;

(y) to the extent constituting Indebtedness, Holdings and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02; and

(z) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (y) above.

-141-

For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (z) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that (i) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03, and (ii) the Senior Notes will be deemed to be outstanding in reliance only on the exception in clause (o) of Section 7.03.

Section 7.04 Fundamental Changes. Neither Holdings nor any of the Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transactions), except that:

(a) any Restricted Subsidiary may merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction in the United States); provided that the Borrower shall be the continuing or surviving Person or (ii) one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;

(b)(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or the Borrower or any Subsidiary may change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than Section 7.02(e)) and 7.03, respectively;

(d) so long as no Default or Event of Default exists or would result therefrom, the Borrower may merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the

-142-

Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement, the Pledge Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;

(e) so long as no Event of Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary or the Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement;

(f) Holdings and the Restricted Subsidiaries may consummate the Acquisition, the Repurchase Merger, related transactions contemplated by the Purchase Agreement (and documents related thereto) and the Transactions; and

(g) so long as no Event of Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Section 7.05 Dispositions. Neither Holdings nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition (other than (i) as part of or in connection with the Transaction or (ii) if the consummation thereof is made expressly subject to a consent, waiver or amendment hereunder), except:

(a)(i) Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions in the ordinary course of business of property no longer used or useful in the conduct of the business of Holdings or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of Holdings and its

-143-

Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000;

(b) Dispositions of inventory, goods held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any intellectual property to lapse or go abandoned) in the ordinary course of business;

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d) Dispositions of property to Holdings or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

(e) to the extent constituting Dispositions, the granting of Permitted Liens, the making of Investments permitted by Section 7.02, mergers, consolidations and liquidations permitted by Section 7.04 (other than Section 7.04(g)) and Restricted Payments permitted by Section 7.06;

(f) Dispositions made on the Closing Date to consummate the Transactions;

(g) Dispositions of cash and Cash Equivalents;

(h) leases, subleases, licenses or sublicenses (including the provision of software or the licensing of other intellectual property rights) and terminations thereof, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole;

(i) transfers of property subject to Casualty Events;

(j) Dispositions of property not otherwise permitted under this Section 7.05 in an aggregate amount during the term of this Agreement not to exceed 30.0% of Adjusted Total Assets at the time any Disposition is made pursuant to this clause (j); provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default exists), no Default or Event of Default shall exist or would result from such Disposition, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $5,000,000, Holdings or any of its Restricted Subsidiaries shall receive not less than 75.0% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), (e), (f), (k), (l), (p), (q) and (aa)); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on Holdings’ most recent balance sheet

-144-

provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary associated with the assets or Restricted Subsidiary sold in such Disposition that are assumed by the transferee with respect to the applicable Disposition and for which Holdings and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Holdings or the applicable Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) any Designated Non-cash Consideration received by Holdings or such Restricted Subsidiary in such Disposition having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) (other than securities received and not yet liquidated pursuant to clause (B) that are at that time outstanding), not to exceed 2.5% of Adjusted Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, and (iii) to the extent that the aggregate amount of Net Proceeds received by Holdings or a Restricted Subsidiary from all Dispositions made pursuant to this Section 7.05(j) exceeds $150,000,000, all Net Proceeds in excess of such amount shall be applied to prepay Term Loans in accordance with Section 2.05(b)(ii) and may not be reinvested in the business of Holdings or a Restricted Subsidiary;

(k) Dispositions listed on Schedule 7.05(k) ;

(l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business;

(m) Dispositions of property pursuant to Sale-Leaseback Transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $25,000,000;

(n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of Holdings and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower;

(o) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(p) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(q) the unwinding of any Swap Contracts pursuant to its terms;

(r) terminations of leases, subleases, licenses and sublicenses in the ordinary course of business;

-145-

(s) sales of non-core assets acquired in connection with Permitted Acquisitions or other Investments; provided that the aggregate amount of such sales shall not exceed 25.0% of the fair market value of the acquired entity or business;

(t) sales of Receivables Assets, or participations therein, in connection with any Receivables Facility;

(u) the transfer of Equity Interests of (x) Trans Union of Canada, Inc. and (y) other Foreign Subsidiaries which are direct Subsidiaries of Loan Parties and which have a fair market value not to exceed $100,000,000 in the aggregate for all such Foreign Subsidiaries, in each case to Vail, so long as 65.0% of the voting Equity Interests and 100.0% of the non-voting Equity Interests of Vail are pledged to the Administrative Agent for the benefit of the Secured Parties pursuant to the Dutch Pledge Agreement; and

(v) the transfer by one or more Loan Parties of IP Rights which have been modified for use by one or more Foreign Subsidiaries in a particular jurisdiction outside of the United States (“Modified IP Rights”) to Vail, so long as (x) such Loan Party receives cash in an amount equal to the fair market value of the Modified IP Rights so transferred, (y) the rights to the unmodified, or “base”, IP Rights remain with a Loan Party and (z) 65.0% of the voting Equity Interests and 100.0% of the non-voting Equity Interests of Vail are pledged to the Administrative Agent for the benefit of the Secured Parties pursuant to the Dutch Pledge Agreement;

provided that any Disposition of any property pursuant to Section 7.05(j) or (m) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold or transferred free and clear of the Liens created by the Loan Documents (including the assets of any Subsidiary when the Equity Interests of such Subsidiary are being Disposed of as permitted hereunder), and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Section 7.06 Restricted Payments. Neither Holdings shall, nor shall Holdings permit any of its Restricted Subsidiaries to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Borrower, and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

(b) Holdings and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

-146-

(c) Restricted Payments made (i) on the Closing Date to consummate the Transactions, (ii) in respect of working capital adjustments or purchase price adjustments pursuant to the Purchase Agreement and (iii) in order to satisfy indemnity, other similar obligations and any other payments under the Purchase Agreement;

(d) to the extent constituting Restricted Payments, Holdings and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02 (other than Section 7.02(e)), Section 7.04, Section 7.05 or Section 7.08 (other than Section 7.08(f));

(e) repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof) or any Restricted Subsidiary of Holdings deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(f) the Borrower and each Restricted Subsidiary may pay (or make Restricted Payments to allow Holdings or any other direct or indirect parent thereof to pay, which payment by Holdings is hereby permitted) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of such Restricted Subsidiary (or of Holdings or any other such direct or indirect parent thereof), including any Indebtedness permitted pursuant to Section 7.03(i), by any future, present or former employee, officer, director, manager or consultant of such Restricted Subsidiary (or Holdings or any other direct or indirect parent of such Restricted Subsidiary) or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or pursuant to any employee, manager or director equity plan, employee, manager or director stock option plan or any other employee, manager or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of such Restricted Subsidiary (or Holdings or any other direct or indirect parent thereof) or any of its Restricted Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (f) shall not exceed $10,000,000 (which shall increase to $20,000,000 subsequent to the consummation of a Qualified IPO of the Borrower or any direct or indirect parent thereof, as the case may be) in any calendar year (with unused amounts in any calendar year being carried over to the next succeeding calendar year subject to a maximum (without giving effect to the following proviso) of $20,000,000 in any calendar year (which shall increase to $40,000,000 subsequent to the consummation of a Qualified IPO of the Borrower or any direct or indirect parent thereof, as the case may be)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(i) to the extent contributed to Holdings, the Net Proceeds from the sale of Equity Interests of any of Holdings’ direct or indirect parent companies, in each case to members of management, managers, directors or consultants of Holdings, the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date; plus

(ii) the Cash Proceeds of key man life insurance policies received by Holdings or its Restricted Subsidiaries; less

-147-

(iii) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (i) and (ii) of this Section 7.06(f);

(g) if Holdings is in compliance with the covenant set forth in Section 7.11 (whether or not such covenant is applicable at such time in accordance with its terms) on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, as if such Restricted Payment had been made on the last day of such four quarter period, then Holdings may make Restricted Payments in an aggregate amount equal to the portion, if any, of the Available Additional Basket on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Available Additional Basket immediately prior to such election and the amount thereof elected to be so applied; provided that with respect to any Restricted Payment made pursuant to this Section 7.06(g), no Event of Default has occurred and is continuing or would result therefrom;

(h) the Borrower or any of its Restricted Subsidiaries may make Restricted Payments to Holdings or any direct or indirect parent of Holdings, an Affiliate (other than an Unrestricted Subsidiary) which is the common parent of a consolidated, combined or unitary group for tax purposes that includes Borrower or any of its Restricted Subsidiaries, as applicable:

(i) to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are incurred in the ordinary course of business and attributable to the ownership or operations of Holdings and its Restricted Subsidiaries so long as allocable to such entity in accordance with GAAP, Transaction Expenses and any indemnification claims made by directors or officers of such parent attributable to the ownership or operations of Holdings and its Restricted Subsidiaries;

(ii) the proceeds of which shall be used to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

(iii) the proceeds of which shall be used to pay federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Borrower and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided, that in each case, the amount of such payments with respect to any taxable period does not exceed the amount that the Borrower, its Restricted Subsidiaries and its Unrestricted Subsidiaries, as applicable, would be required to pay in respect of federal, state, and local taxes with respect to such taxable period were the Borrower, its Restricted Subsidiaries and its Unrestricted Subsidiaries, as applicable, to pay such taxes separately from any such parent entity; provided

-148-

further, (1) in the case of any payment being made that is solely permitted as a result of this Section 7.06(h)(iii) with respect to a tax for which the Borrower and its Restricted Subsidiaries are members of the same consolidated, combined or similar income tax group (a “Tax Group”), then the amount of such payment permitted under this section shall not exceed the amount that the Borrower and its Restricted Subsidiaries would have been required to pay as a stand-alone Tax Group and (2) the amount of any payment permitted under this Section 7.06(h)(iii) shall be reduced by any portion of such income taxes directly paid to the relevant Governmental Authority by the Borrower or any of its Restricted Subsidiaries;

(iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Holdings or any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and the other Restricted Subsidiaries;

(v) the proceeds of which shall be used to pay customary costs, fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering or investment permitted by this Agreement;

(vi) to enable Holdings to make payments in respect of Indebtedness permitted by Section 7.03(x) to the extent such payment is permitted by Section 7.13;

(vii) to enable Holdings to make payments pursuant to Sections 7.06(g), 7.06(i) or 7.08(j); and

(viii) to finance any Investment by Holdings permitted to be made pursuant to Section 7.02;

(i) payments made or expected to be made by Holdings or any of the Restricted Subsidiaries in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options;

(j) after a Qualified IPO, (i) any Restricted Payment by the Borrower or any other direct or indirect parent of the Borrower to pay listing fees and other costs and expenses attributable to being a publicly traded company and (ii) Restricted Payments of up to 6.0% per annum of the net proceeds received by (or contributed to) Holdings and its Restricted Subsidiaries from such Qualified IPO;

(k) notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of interest on the Senior Notes or any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness; and

-149-

(l) distributions or payments of Receivables Fees and purchase of any assets in connection with a Receivables Facility.

Section 7.07 Change in Nature of Business. Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by Holdings and the Restricted Subsidiaries on the Closing Date or any business reasonably related, complementary, synergistic or ancillary thereto (including related, complementary, synergistic or ancillary technologies) or reasonable extensions thereof.

Section 7.08 Transactions with Affiliates. Neither Holdings shall, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of Holdings, whether or not in the ordinary course of business, other than (a) transactions among Holdings and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions, (d) the issuance of Equity Interests to any officer, director, employee or consultant of Holdings or any of its Restricted Subsidiaries in connection with the Transactions, (e) Restricted Payments permitted under Section 7.06, (f) loans and other transactions among Holdings and its Subsidiaries and joint ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary or any such joint venture is only an Affiliate as a result of Investments by Holdings and its Restricted Subsidiaries in such Subsidiary or joint venture) to the extent otherwise permitted under this Article VII, (g) employment and severance arrangements between Holdings and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of Holdings and its Restricted Subsidiaries (or any direct or indirect parent of Holdings) in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and its Restricted Subsidiaries, (i) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (j) so long as no Event of Default has occurred and is continuing, (x) the payment of management, consulting, monitoring and advisory fees and related expenses to the Permitted Holders in an amount not to exceed $5,000,000 in the aggregate in any calendar year and (y) payments by Holdings or any of its Restricted Subsidiaries to any of the Permitted Holders made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of the Borrower in good faith, (k) payments by Holdings or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of Holdings to the extent attributable to the ownership or operation of

-150-

Holdings and the Subsidiaries, but only to the extent permitted by Section 7.06(h)(iii) and entering into any tax sharing agreements that would only require payments otherwise permitted by Section 7.06(h)(iii), (l) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (m) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to Holdings and the Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (n) any payments required to be made pursuant to the Purchase Agreement, (o) the Transactions, (p) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders pursuant to the Shareholder Agreement and (q) any transaction with a Receivables Subsidiary effected as part of a Receivables Facility, including sales of Receivables Assets, or participations therein.

Section 7.09 Burdensome Agreements. Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement, any other Loan Document or any Separate Facility Loan Document) that limits the ability of (a) any Restricted Subsidiary of Holdings that is not a Guarantor to make Restricted Payments to Holdings or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, or any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (taken as a whole) materially less favorable to the Lenders, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of Holdings, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Holdings; provided, further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property (and proceeds or products thereof) financed by such Indebtedness, (vii) are customary restrictions in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (r) and

-151-

to the extent that such restrictions apply only to the property or assets (and proceeds or products thereof) securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting, assignment or transfer of any lease governing a leasehold interest of Holdings or any Restricted Subsidiary, (x) are customary provisions restricting assignment, license or transfers of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the Senior Note Documents, (xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit, (xiv) are restrictions regarding licensing or sublicensing by Holdings and its Restricted Subsidiaries of intellectual property in the ordinary course of business, (xv) are restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder or (xvi) are restrictions and conditions under the terms of the documentation governing any Receivables Facility that in the good faith determination of Holdings or the Borrower are necessary or advisable to effect such Receivables Facility.

Section 7.10 Use of Proceeds. The proceeds of the Replacement Term Loans incurred pursuant to Amendment No. 1 shall be used solely to refinance the Term Loans existing immediately prior to the Amendment No. 1 Effective Date and to pay fees, expenses and premiums incurred in connection with such refinancing. The proceeds of the Revolving Credit Loans and Swing Line Loans, shall be used to pay the cash consideration for the Acquisition and to pay Transaction Expenses, for working capital, general corporate purposes, and any other purpose not prohibited by this Agreement including Permitted Acquisitions, and other Investments. The Letters of Credit shall be used solely to support obligations of Holdings and its Subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement.

Section 7.11 Financial Covenant.

Senior Secured Net Leverage Ratio. Except with the written consent of the Required Revolving Credit Lenders, Holdings shall not permit the Senior Secured Net Leverage Ratio as of the last day of any Test Period ending during any period set forth in the table below to be greater than the ratio set forth below opposite the last day of such Test Period:

Test Period	Senior Secured Net Leverage Ratio
September 30, 2010        -        December 31, 2011		4.50 to 1.0
January 1, 2012               -        June 30, 2012		4.25 to 1.0
Thereafter		4.00 to 1.0

Notwithstanding the foregoing, this Section 7.11 shall be in effect (and shall only be in effect) (x) when any Swing Line Loans, Letters of Credit and/or Revolving Credit Loans are outstanding and (y) if no Swing Line Loans, Letters of Credit and/or Revolving Credit Loans are then outstanding, when determining whether a Default or Event of Default exists for purposes of

-152-

Section 4.01 in connection with the incurrence or issuance of a Swing Line Loan, Letter of Credit and/or Revolving Credit Loan (it being understood that in all cases calculation of compliance with this Section 7.11 shall be determined as of the last day of each Test Period).

Section 7.12 Accounting Changes. Holdings shall not make any change in its fiscal year; provided, however, that Holdings may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, Holdings and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

Section 7.13 Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest or AHYDO payments shall be permitted) the Senior Notes, any Indebtedness constituting a Permitted Refinancing of the Senior Notes, loans outstanding under a Junior Lien Incremental Facility or an Unsecured Incremental Facility, any subordinated Indebtedness incurred under Section 7.03(g), any other Indebtedness that is required to be contractually subordinated to the Obligations pursuant to the terms of the Loan Documents or the RFC Loans (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing or exchange thereof with (x) the Net Proceeds of any Indebtedness constituting a Permitted Refinancing and (y) in the case of the Senior Notes, the Senior Exchange Notes; provided that if such Indebtedness was originally incurred under Section 7.03(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, and (iii) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $25,000,000 plus, if the Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, as if such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings had been made on the last day of such four quarter period, is less than or equal to 3.00 to 1.00, the portion, if any, of the Available Additional Basket on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Available Additional Basket immediately prior to such election and the amount thereof elected to be so applied.

(b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation (other than intercompany indebtedness) without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that nothing in this Section 7.13(b) shall prohibit Holdings and its Restricted Subsidiaries from refinancing, replacing, renewing or exchanging any such Junior Financing to the extent otherwise permitted by Section 7.13(a).

-153-

Section 7.14 Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and other Subsidiaries and activities incidental or reasonably related thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Separate Facility Loan Documents and any other Indebtedness or the Purchase Documents, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (and activities related to an entity being public) or making of any Restricted Payments or Investments permitted hereunder, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental or reasonably related to the foregoing. Holdings shall not incur any consensual Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations.

ARTICLE VIII

Events Of Default and Remedies

Section 8.01 Events of Default. Any of the following from and after the Closing Date shall constitute an event of default (an “Event of Default”):

(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants. Holdings or the Borrower fails to perform or observe any term, covenant or agreement contained in:

(i) any of Sections 6.03(a) or 6.05(a) (solely with respect to the Borrower) or Article VII (other than Section 7.11); or

(ii) Section 7.11; provided that an Event of Default under this clause (ii) is subject to cure pursuant to Section 8.05; provided, further, that an Event of Default under this clause (ii) shall not constitute an Event of Default for purposes of any Term Loan unless and until (x) a period of 30 consecutive days has elapsed since the first date on which the Revolving Credit Lenders would be entitled under this Agreement to declare all outstanding obligations under the Revolving Credit Facility to be immediately due and payable as a result of Holdings’ or the Borrower’s failure to perform or observe any term, covenant or agreement

-154-

contained in Section 7.11 and (y) at the end of such 30 consecutive day period the Revolving Credit Lenders have actually declared all such obligations to be immediately due and payable in accordance with this Agreement and such declaration has not been rescinded on or before such date; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent or the Required Lenders to the Borrower; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Holdings or any other Loan Party herein, in any other Loan Document, or in any other report or certificate required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an outstanding aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided further that this clause (e)(B) shall not apply if such failure is remedied or waived by the holders of such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

(f) Insolvency Proceedings, Etc. Any Loan Party or, subject to Section 8.03, any Restricted Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under

-155-

any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or, subject to Section 8.03, any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of Holdings and the Restricted Subsidiaries, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by (i) independent third party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage or (ii) other third party indemnities from financially sound investment grade indemnifying parties (or other parties reasonably acceptable to the Administrative Agent)) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(i) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(j) Change of Control. There occurs any Change of Control; or

(k) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.02, 6.11 or 6.13 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement or as a result of acts or omissions by the Administrative Agent or Collateral Agent or any Lender) cease to create a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Permitted Liens, (i) except to the extent that any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and (ii) except as to Collateral consisting of Real Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or

-156-

(l) ERISA. (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of a Loan Party, a Restricted Subsidiary or any ERISA Affiliate in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, (ii) there is or arises an Unfunded Pension Liability (taking into account only Pension Plans with positive Unfunded Pension Liability) that could reasonably be expected to result in a Material Adverse Effect or (iii) a Loan Party, any Restricted Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect.

Section 8.02 Remedies upon Event of Default. (a) If any Event of Default occurs and is continuing (other than an Event of Default under Section 8.01(b)(ii) unless the conditions of the second proviso contained therein have been satisfied), the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

-157-

(b) Subject to the first proviso in Section 8.01(b)(ii), if any Event of Default under Section 8.01(b)(ii) occurs and is continuing, the Administrative Agent may and, at the request of the Required Revolving Credit Lenders, shall take any or all of the following actions:

(i) declare the commitment of each Revolving Credit Lender to make Revolving Credit Loans and Swing Line Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(ii) declare the unpaid principal amount of all outstanding Revolving Credit Loans and Swing Line Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document under or in respect of the Revolving Credit Facility to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(iv) exercise on behalf of itself and the Revolving Credit Lenders all rights and remedies available to it and the Revolving Credit Lenders under the Loan Documents or applicable Laws, in each case under or in respect of the Revolving Credit Facilities.

Section 8.03 Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default or Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary (an “Immaterial Subsidiary”) affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of Holdings, have assets with a fair market value in excess of 5.0% of Adjusted Total Assets (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

Section 8.04 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law):

First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such;

Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

-158-

Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest and fees on the Loans, Commitments, Letters of Credit and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Secured Obligations of the Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit in the L/C Cash Collateral Account after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above and, if no Secured Obligations remain outstanding, to the Borrower as applicable.

Section 8.05 Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, in the event of any Event of Default or potential Event of Default under the covenant set forth in Section 7.11 and at any time until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Permitted Holders (or any other Person so long as no Change of Control results therefrom) may make a Specified Equity Contribution to Holdings, and Holdings may apply the amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

-159-

(b)(i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than four Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause Holdings to be in Pro Forma Compliance with Section 7.11 for any applicable period and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for the fiscal quarter immediately prior to the fiscal quarter in which such Specified Equity Contribution was made.

ARTICLE IX

Administrative Agent and Other Agents

Section 9.01 Appointment and Authorization of Agents. (a) The Lenders hereby irrevocably designate and appoint DBTCA as Administrative Agent to act as specified herein and in the other Loan Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of its respective duties hereunder by or through its Agent-Related Persons.

(b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c) Each of the Secured Parties hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or in trust for) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article IX for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section 9.06, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto.

-160-

Section 9.02 Nature of Duties.

(a) No Agent-Related Person shall have any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents. No Agent-Related Person shall be liable for any action taken or omitted by it or them hereunder or under any other Loan Document or in connection herewith or therewith, unless caused by its or their gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). The duties of each Agent-Related Person shall be mechanical and administrative in nature; no Agent-Related Person shall have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon any Agent-Related Person any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.

(b) Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, the Syndication Agent, the TL Documentation Agents, the RC Documentation Agent and the Arrangers are named as such for recognition purposes only, and in their capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or the other Loan Documents or the transactions contemplated hereby and thereby. Without limitation of the foregoing, the Syndication Agent, the TL Documentation Agents, the RC Documentation Agent and the Arrangers shall not, solely by reason of this Agreement or any other Loan Documents, have any fiduciary relationship in respect of any Lender or any other Person.

Section 9.03 Lack of Reliance on Agent-Related Persons. Independently and without reliance upon any Agent-Related Person, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of Holdings and its Subsidiaries and, except as expressly provided in this Agreement, no Agent-Related Person shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. No Agent-Related Person shall be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of Holdings or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, or the financial condition of Holdings or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default.

-161-

Section 9.04 Certain Rights of Agent-Related Persons. If any Agent-Related Person requests instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, such Agent-Related Person shall be entitled to refrain from such act or taking such action unless and until such Agent-Related Person shall have received instructions from the Required Lenders; and such Agent-Related Person shall not incur liability to any Lender by reason of so refraining. Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against any Agent-Related Person as a result of such Agent-Related Person acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of the Required Lenders.

Section 9.05 Reliance.

(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that such Agent believed in good faith to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Agent (which may include counsel to Holdings or its Subsidiaries).

(b) For purposes of determining compliance with the conditions specified in Section 4.02 with respect to Credit Extensions on the Closing Date or Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 9.06 Indemnification. To the extent an Agent-Related Person is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify such Agent-Related Person in proportion to their respective “percentage” as used in determining the Required Lenders (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by such Agent-Related Person in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from an Agent-Related Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Section 9.07 Agents in their Individual Capacities. With respect to its obligation to make Loans, or issue or participate in Letters of Credit, under this Agreement, each Agent shall have the rights and powers specified herein for a “Lender” and may exercise the same rights and powers as though it were not performing the duties specified herein; and the term “Lender,” “Required Lenders,” “Required Class Lenders” or any similar terms shall, unless the context clearly indicates otherwise, include each Agent in its respective individual capacities. Each Agent and its affiliates may accept deposits from, lend money to, and generally engage in

-162-

any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to any Loan Party or any Affiliate of any Loan Party (or any Person engaged in a similar business with any Loan Party or any Affiliate thereof) as if they were not performing the duties specified herein, and may accept fees and other consideration from any Loan Party or any Affiliate of any Loan Party for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

Section 9.08 Holders. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor.

Section 9.09 Resignation by the Agents.

(a) Each of the Administrative Agent and the Collateral Agent may resign from the performance of all its respective functions and duties hereunder and/or under the other Loan Documents at any time by giving fifteen (15) Business Days’ prior written notice to the Lenders and, unless a Default or an Event of Default under Section 8.01(f) or (g) then exists, the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its resignation as an L/C Issuer and the Swing Line Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swing Line Loans hereunder upon effectiveness of such resignation and (y) shall maintain all of its rights as L/C Issuer or Swing Line Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swing Line Loans made by it, prior to the date of such resignation. Such resignation shall take effect upon the appointment of a successor Administrative Agent or successor Collateral Agent, as the case may be, pursuant to clauses (b) and (c) below or as otherwise provided below.

(b) Upon any such notice of resignation by the Administrative Agent or the Collateral Agent, the Required Lenders shall appoint a successor Administrative Agent or a successor Collateral Agent, as the case may be, hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower’s approval shall not be required if an Event of Default under Section 8.01(a) or a Default or Event of Default under Section 8.01(f) or (g) then exists).

(c) If a successor Administrative Agent or a successor Collateral Agent, as the case may be, shall not have been so appointed within such fifteen (15) Business Day period, the Administrative Agent or the Collateral Agent, as the case may be, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent or a successor Collateral Agent, as the case may be, who shall serve as Administrative Agent or Collateral Agent, as the case may be, hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent or a successor Collateral Agent, as the case may be, as provided above.

-163-

(d) If no successor Administrative Agent or Collateral Agent, as the case may be, has been appointed pursuant to clause (b) or (c) above by the twentieth (20th) Business Day after the date such notice of resignation was given by the Administrative Agent or the Collateral Agent, as the case may be, the Administrative Agent’s resignation or the Collateral Agent’s resignation, as the case may be, shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent or the Collateral Agent, as the case may be, hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

(e) Upon a resignation of the Administrative Agent or the Collateral Agent pursuant to this Section 9.09, the Administrative Agent or the Collateral Agent, as the case may be, shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Article IX (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of the Administrative Agent or the Collateral Agent, as the case may be, for all of its actions and inactions while serving as the Administrative Agent or the Collateral Agent, as the case may be.

Section 9.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower or the Collateral Agent) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Collateral Agent and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Collateral Agent and the Administrative Agent and their respective agents and counsel and all other amounts due to the Lenders, the Collateral Agent and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent or the Collateral Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent or the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent or the Collateral Agent under Sections 2.09 and 10.04.

-164-

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.11 Collateral and Guaranty Matters.

(a) Each Lender authorizes and directs the Collateral Agent to enter into the Collateral Documents for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents.

(b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Aggregate Commitments and payment and satisfaction of all of the Obligations (other than contingent obligations not then due and payable) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof in compliance with Section 7.05, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 10.01), (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (e) below, or (v) as otherwise may be expressly provided in the relevant Collateral Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.11.

(c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created,

-165-

perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(d) The Collateral Agent is authorized to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document on any assets that are excluded from the Collateral.

(e) The Lenders irrevocably agree that any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (other than pursuant to (i) clause (a) of the definition thereof unless such Restricted Subsidiary ceases to be a Restricted Subsidiary or (ii) clause (b) of the definition thereof unless, in the case of this subclause (ii), the Borrower delivers a written request to the Administrative Agent for such release and no Default or Event of Default has occurred and is continuing at such time) as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes or any Junior Financing.

(f)(x) The Collateral Agent may, without any further consent of any Lender, enter into or amend an intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral ranking junior to the Lien securing the Obligations that is permitted by Section 7.03, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any intercreditor agreement entered into by the Collateral Agent shall be binding on the Secured Parties.

Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

-166-

Section 9.12 Delivery of Information. No Agent shall be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by the Administrative Agent from any Loan Party, any Subsidiary, the Required Lenders, any Lender or any other Person under or in connection with this Agreement or any other Loan Document except (i) as specifically provided in this Agreement or any other Loan Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of such Agent at the time of receipt of such request and then only in accordance with such specific request.

Section 9.13 Appointment of Supplemental Agents. (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent or the Collateral Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent and the Collateral Agent are hereby authorized to appoint an additional individual or institution selected by the Administrative Agent or the Collateral Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”).

(b) In the event that the Collateral Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable by either the Collateral Agent or such Supplemental Agent, and (ii) the provisions of this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Agent and all references therein to the Collateral Agent shall be deemed to be references to the Collateral Agent and/or such Supplemental Agent, as the context may require.

(c) Should any instrument in writing from any Loan Party be required by any Supplemental Agent so appointed by the Administrative Agent or the Collateral Agent for more fully and certainly vesting in and confirming to it or its such rights, powers, privileges and duties, such Loan Party shall execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent or the Collateral Agent. In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Agent.

-167-

Section 9.14 Withholding Tax Indemnity. (a) To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 3.01 and Section 3.04 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such tax was correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Agreement and the repayment, satisfaction or discharge of all other Obligations.

ARTICLE X

Miscellaneous

Section 10.01 Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders, the Borrower and the Guarantors and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood that a waiver of any condition precedent or of any Default or Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for, or reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender directly affected thereby (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and it being understood that any change to the definition of “Senior Secured Net Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);

-168-

(c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document (or postpone the timing of payments of such fees or other amounts) without the written consent of each Lender directly affected thereby (it being understood that any change to the definition of “Senior Secured Net Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest); provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate (including any incremental interest accrued as a result of the application of the Default Rate);

(d) change any provision of this Section 10.01 or the definitions of “Required Lenders” or “Required Revolving Credit Lenders” without the written consent of each Lender directly adversely affected, or the definition of “Required Class Lenders,” Section 8.04 or, following an exercise of remedies pursuant to Section 8.02(a), the definition of “Pro Rata Share” or Section 2.12(a), 2.12(g) or 2.13 without the written consent of each Lender directly and adversely affected thereby;

(e) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender; or

(g) without the written consent of the relevant Required Class Lenders adversely affected thereby, waive or modify any mandatory prepayment with respect to such Class of Loans or any rights in respect of Collateral in a manner different than any other Class of Loans;

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Request relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) only the consent of the Required Revolving Credit Lenders shall be necessary to amend or waive the terms and provisions of Sections 7.11, 8.02(b) and 8.05 (and related definitions as used in such Sections, but not as used in other Sections of this Agreement).

-169-

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, the Borrower and the Guarantors (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. Notwithstanding the foregoing, this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent, the applicable Swing Line Lender(s), Holdings and the Borrower so long as the obligations of the Revolving Credit Lenders and, if applicable, the other Swing Line Lender are not affected thereby.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche denominated in Dollars (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount (or accreted value, if applicable) of such Replacement Term Loans shall not exceed the aggregate principal amount (or accreted value, if applicable) of such Refinanced Term Loans (plus any accrued interest, fees, expenses, original issue discount or other amounts paid), (b) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.

Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments, waivers and consents hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Class Lenders, the Required Lenders or all of the Lenders, as required, have approved any such amendment, waiver or consent (and the definitions of “Required Class Lenders” and “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender,

-170-

reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender. In addition, to the extent any Defaulting Lender has defaulted on any amounts owing to the Borrower hereunder, the Borrower shall be entitled to offset any amounts the Borrower owes the Defaulting Lender with such unpaid amounts.

Notwithstanding anything to the contrary contained in this Section 10.01, Holdings, the Borrower and the Administrative Agent may without the input or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provisions of Section 2.14 or 2.15.

Notwithstanding anything to the contrary contained in this Section 10.01, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Section 10.02 Notices and Other Communications; Facsimile Copies.

(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to Holdings, the Borrower or the Administrative Agent, the Collateral Agent, an L/C Issuer or a Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to Holdings, the Borrower and the Administrative Agent, the Collateral Agent, an L/C Issuer or a Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if

-171-

delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(d)), when delivered; provided that notices and other communications to the Administrative Agent, the Collateral Agent, an L/C Issuer and a Swing Line Lender pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other electronic communication. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

(c) Reliance by Agents and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction. All telephonic notices to the Administrative Agent or Collateral Agent may be recorded by the Administrative Agent or the Collateral Agent, and each of the parties hereto hereby consents to such recording.

(d) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. Each of the Administrative Agent, Holdings or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

-172-

Section 10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 10.04 Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to White & Case LLP (and one local counsel in each material jurisdiction and, in the event of a conflict of interest, one additional counsel of each type to the affected parties)) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Arrangers collectively and one counsel to the other Lenders (and one local counsel in each applicable jurisdiction and, in the event of any conflict of interest, one additional counsel of each type to the affected parties)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within fifteen (15) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Section 10.05 Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, from and after the Closing Date, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, and directors, officers, employees, agents, trustees and attorneys-in-fact of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities, obligations,

-173-

losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Arrangers and one counsel to the other Lenders (and solely in the event of any actual conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons, taken as a whole)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, or (c) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability related in any way to any Loan Parties or any Subsidiary, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of its obligations under the Loan Documents by such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than claims against any Initial Lender in its capacity or in fulfilling its role as Administrative Agent or arranger or any other similar role hereunder and other than claims arising out of any act or omission on the part of the Loan Parties or their Subsidiaries. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or the Borrower or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) except, in the case of the Borrower and its Subsidiaries, to the extent such damages would otherwise be subject to indemnification pursuant to the terms of this Section 10.05. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the

-174-

transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within fifteen (15) Business Days after written demand therefor (including documentation reasonably supporting such request; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of, or assignment of rights by, any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, any indemnification relating to Taxes, other than Taxes resulting from any non-Tax claim, shall be covered by Sections 3.01 and 3.04 and shall not be covered by this Section 10.05.

Section 10.06 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall, to the fullest extent possible under provisions of applicable Law, be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect.

Section 10.07 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (except as permitted by Section 7.04) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

-175-

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower, provided that no consent of the Borrower shall be required for (i) an assignment of all or a portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) an assignment related to Revolving Credit Commitments or Revolving Credit Exposure to a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender or (iii) if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender or an Approved Fund;

(C) each Principal L/C Issuer at the time of such assignment, provided that no consent of the Principal L/C Issuers shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent; and

(D) the Swing Line Lenders; provided that no consent of a Swing Line Lender shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent.

Notwithstanding the foregoing or anything to the contrary set forth herein, (x) except pursuant to the provisions of Section 2.05(c), no assignment of any Loans or Commitments may be made to Holdings, any Subsidiary of Holdings or any Competitor and (y) any assignment of any Loans or Commitments to the Sponsor shall also be subject to the requirements set forth in Section 10.07(k).

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than an amount of $5,000,000 (in the case of each Revolving Credit Loan) or $1,000,000 (in the case of a Term Loan), and shall be in increments of an amount of $1,000,000 in excess thereof unless each of the Borrower and the Administrative Agent otherwise consents, provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent, in its sole discretion, may elect to waive such processing and recordation fee;

-176-

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

(D) on or before the date on which it becomes a party to this Agreement, the Assignee shall deliver to the Borrower and the Administrative Agent the forms or certifications, as applicable, described in Section 3.01(d), to the extent required thereby.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis among such Facilities.

(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and the amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Any Lender may at any time sell participations to any Person (other than a natural person, Holdings, any Subsidiary of Holdings or any Competitor) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C

-177-

Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Loan Parties, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that requires the affirmative vote of such Lender. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections, including the requirement to provide the forms and certificates pursuant to and otherwise comply with Section 3.01(d)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender to the extent the Borrower has received notice of such participation; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Participant Register shall be available for inspection by the Borrower and any Agent, at any reasonable time and from time to time upon reasonable notice. The Loan Parties and the Sponsor (by its acquisition of a participation in any Lender’s rights and/or obligations under this Agreement) hereby agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, to the extent that the Sponsor would have the right to direct any Participant with respect to any vote with respect to any plan of reorganization with respect to any Loan Party (or to directly vote on such plan of reorganization) as a result of any participation taken by the Sponsor pursuant to this Section 10.07(e), such Loan Party shall seek (and the Sponsor shall consent) to provide that the vote of the Sponsor (in its capacity as a Participant) with respect to any plan of reorganization of such Loan Party shall not be counted except that the Sponsor’s vote (in its capacity as a Participant) may be counted to the extent any such plan of reorganization proposes to treat the participation in any Obligations held by the Sponsor in a manner that is less favorable in any material respect to the Sponsor than the proposed treatment of similar Obligations held by Lenders or Participants that are not Affiliates of the Borrower. The Sponsor hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s attorney-in-fact, with full authority in the place and stead of the Sponsor and in the name of the Sponsor, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph.

-178-

(f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

(g) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such Sections, including the requirement to provide the forms and certificates pursuant to and otherwise comply with Section 3.01(d)), but neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement, unless the grant to the SPC was made with the prior written consent of the Borrower, not to be unreasonably withheld or delayed (for the avoidance of doubt, the Borrower shall have reasonable basis for withholding consent if an exercise by SPC immediately after the grant would result in materially increased indemnification obligation to the Borrower at such time or material additional costs), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i) Notwithstanding anything to the contrary contained herein, without the consent of the Borrower or the Administrative Agent, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of

-179-

obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or Swing Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans, LIBOR Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

(k)(i) Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to the Sponsor in accordance with Section 10.07(b); provided that:

(A) no Default or Event of Default has occurred or is continuing or would result therefrom;

(B) the assigning Lender and the Sponsor shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit M hereto (an “Affiliated Lender Assignment and Assumption”) in lieu of an Assignment and Assumption;

(C) for the avoidance of doubt, Lenders shall not be permitted to assign Revolving Credit Commitments or Revolving Credit Loans to the Sponsor; and

(D) no Term Loan may be assigned to the Sponsor pursuant to this Section 10.07(k), if after giving effect to such assignment, the Sponsor in the aggregate would own in excess of 15.0% of all Term Loans then outstanding.

-180-

(ii) Notwithstanding anything to the contrary in this Agreement, the Sponsor shall not have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited, (ii) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to any Loan Party or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Article II), or (iii) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent, the Collateral Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents

(l) Notwithstanding anything in Section 10.01 or the definition of “Required Lenders” or “Required Class Lenders” to the contrary, for purposes of determining whether the Required Lenders or the Required Class Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document all Term Loans held by the Sponsor shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders or Required Class Lenders have taken any actions.

Additionally, the Loan Parties and the Sponsor hereby agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, such Loan Party shall seek (and the Sponsor shall consent) to provide that the vote of the Sponsor (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that the Sponsor’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations held by the Sponsor in a manner that is less favorable in any material respect to the Sponsor than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Sponsor hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s attorney-in-fact, with full authority in the place and stead of the Sponsor and in the name of the Sponsor, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph.

(m) By purchasing any participation or assignment pursuant to this Section 10.07 after the Closing Date, each Participant or Lender shall be deemed to represent that it is not a Competitor (which representation may be conclusively relied upon by the participating or assigning Lender in consummating such participation or assignment).

Section 10.08 Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ managers, administrators, directors, officers, employees,

-181-

trustees, partners, investors, investment advisors and agents, including accountants, legal counsel and other advisors (other than Excluded Affiliates) solely for evaluating the Transaction and negotiating, making available, syndicating, evaluation and administering this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and such Agent or the respective Lender, as the case may be, shall be liable for any breach thereof); (b) to the extent requested by any Governmental Authority or self regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates); (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (in which case you agree, to the extent permitted by applicable law, to inform us promptly thereof prior to such disclosure so that a protective order or other appropriate remedy may be sought); (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower and allowing the Borrower to rely on and be a third party beneficiary of such agreement), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08 or becomes available to the Administrative Agent, any Arranger, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than a Loan Party or the Sponsor or their respective related parties (so long as such source is not known to the Administrative Agent, such Arranger, such Lender, the L/C Issuer or any of their respective Affiliates to be bound by confidentiality obligations to any Loan Party); (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender) or to the CUSIP Service Bureau or any similar organization; or (j) in connection with the exercise of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder or thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from the Loan Parties relating to any Loan Party, its Affiliates or its Affiliates’ directors, managers, officers, employees, trustees, investment advisors or agents, relating to Holdings, the Borrower or any of their Subsidiaries or its business, other than any such information that is publicly available to any Agent, any L/C Issuer or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08.

Section 10.09 Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on

-182-

behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding any trust, payroll, tax withholding, employee benefits or other fiduciary accounts) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have at Law.

Section 10.10 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.11 Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or electronic mail of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or electronic mail be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or electronic mail.

Section 10.12 Integration; Termination. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

-183-

Section 10.13 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 10.14 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.15 GOVERNING LAW. THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

-184-

Section 10.16 WAIVER OF RIGHT TO TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10.17 Binding Effect. This Agreement shall become effective when it shall have been executed and delivered by the Loan Parties and the Administrative Agent shall have been notified by each Lender, the Swing Line Lenders and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case in accordance with Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

Section 10.18 USA Patriot Act. Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address and tax identification number of the Borrower and other information regarding the Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the USA Patriot Act. This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent.

Section 10.19 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Agents, the Arrangers and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Agents, the Arrangers and the Lenders is and has been acting solely as a principal and except as expressly agreed in writing by the relevant parties, is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Agents, the Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the

-185-

Borrower with respect to any of the transactions contemplated hereby or the process leading thereto except as expressly agreed in writing by the relevant parties, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Agents, the Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Agents, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Agents, the Arrangers or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Agents, the Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

Section 10.20 Schedules and Exhibits. (a) Subject to Section 10.20(b), all schedules and exhibits to the Original Credit Agreement, as amended or otherwise modified by Amendment No. 1, are hereby incorporated as schedules and exhibits hereto.

(b) Exhibit E to the Credit Agreement is hereby amended and restated as set forth in Exhibit E attached hereto.

Section 10.21 Effect of Amendment and Restatement. On the Amendment No. 1 Effective Date, the Original Credit Agreement shall be amended, restated and superseded in its entirety as set forth herein. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Original Credit Agreement ) under the Original Credit Agreement as in effect prior to the Amendment No. 1 Effective Date and (b) such “Obligations” are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement.

ARTICLE XI

Guarantee

Section 11.01 The Guarantee. Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes, if any, held by each Lender of, the

-186-

Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Holdings or any Restricted Subsidiary under any Secured Hedge Agreement or with respect to any Cash Management Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 11.02 Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i) at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v) the release of any other Guarantor pursuant to Section 11.09 or otherwise.

-187-

To the extent permitted by applicable Law, the Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective permitted successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Section 11.03 Reinstatement. The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 11.04 Subrogation; Subordination. Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent obligations, Cash Management Obligations or obligations pursuant to Secured Hedge Agreements, in each case, not then due and payable) and the expiration and termination of the Commitments of the Lenders under this Agreement it shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party permitted pursuant to Section 7.03(b)(ii) or 7.03(d) shall be subordinated to such Loan Party’s Obligations pursuant to subordination terms substantially in the form of Exhibit O.

Section 11.05 Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming

-188-

automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.

Section 11.06 Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

Section 11.07 Continuing Guarantee. The guarantee in this Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

Section 11.08 General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 11.09 Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) Equity Interests of any Subsidiary Guarantor (a “Transferred Guarantor”) are sold or otherwise transferred, following which transfer such Subsidiary Guarantor ceases to be a Subsidiary or (ii) any Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 6.14, such Transferred Guarantor or Unrestricted Subsidiary shall, upon the consummation of such sale, transfer or designation, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect the releases described in this Section 11.09.

When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which and the Obligations related thereto have been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place, in each case in an amount at least equal to such Outstanding Amount), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement.

-189-

Section 11.10 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04. The provisions of this Section 11.10 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

*    *    *

-190-

EX-10.2

Exhibit 10.2

TRANSUNION CORP.

2010 MANAGEMENT EQUITY PLAN

(As Amended and Restated Effective February 9, 2011)

ARTICLE 1.

PURPOSE

The purpose of the TransUnion Corp. 2010 Management Equity Plan is to promote the success and enhance the value of the Company (as defined below) by aligning the interests of its Employees and Independent Directors (both as defined below) with those of its stockholders and providing Employees with an incentive for outstanding performance to generate superior returns to the Company’s stockholders. The Plan (as defined below) is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Independent Directors and Employees upon whose judgment, interest and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1         “Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article 11. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 11.6, or which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

2.2         “Affiliate” shall mean

(a)         with respect to the Company; (i) any Subsidiary; and (ii) any domestic eligible entity that is disregarded, under Treasury Regulation Section 301.7701-3, as an entity separate from either (A) the Company or (B) any Subsidiary;

(b)         with respect to MDP, any Person now or hereafter existing that is (i) controlled, directly or indirectly, by one or more general partners or managing members of MDP (or the Madison Dearborn Partners fund or funds which control MDP) or (ii) directly or indirectly managed or advised by any Person (or an Affiliate of such Person) who directly or indirectly manages or advises MDP or any of the Madison Dearborn Partners fund or funds which control MDP; and

(c)         with respect to the Other Stockholders, any Person owned or controlled directly or indirectly by or for the benefit of one or more of the lineal descendants of Nicholas J. Pritzker (deceased) and their respective spouses and former spouses and children.

For purposes of this definition, “control,” or “controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

2.3         “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

2.4         “Award” shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Performance Award, a Dividend Equivalents award, a Deferred Stock award, a Stock Payment award or a Stock Appreciation Right, in each case as granted under the Plan.

2.5         “Award Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Plan.

2.6         “Board” shall mean the Board of Directors of the Company.

2.7         “Change in Control” shall mean and include each of the following:

(a)         A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any Person or related group of Persons (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or the Current Stockholders), directly or indirectly, acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(b)         The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions, or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i)         That results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the Person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such Person, the “Successor Entity”)), directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

2

(ii)         After which no Person or group of Persons (other than the Current Stockholders or their Affiliates) beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 2.7(b)(ii) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company immediately prior to the consummation of the transaction; or

(c)         the sale or other disposition (in one transaction or a series of related transactions) of more than 50% of the assets of the Company on a consolidated basis to a Person or Persons (other than the Current Stockholders) acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act.

In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a), (b) or (c) with respect to such Award must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by Section 409A.

2.8         “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder.

2.9         “Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board, appointed as provided in Section 11.1.

2.10         “Common Stock” shall mean the non-voting common stock of the Company, par value $0.01 per share, or any equity security into which the non-voting common stock of the Company may convert; provided that the Common Stock subject to the Plan and underlying Awards (or received through prior grants or purchases under Awards) will become convertible on a 1 for 1 basis into voting common stock upon a Change in Control or, if earlier, the Public Trading Date, in each case in accordance with the terms of the Company’s Certificate of Incorporation.

2.11         “Company” shall mean TransUnion Corp., a Delaware corporation.

2.12         “Current Stockholders” shall mean MDP and the Other Stockholders.

2.13         “Deferred Stock” shall mean a right to receive Shares awarded under Section 8.4.

2.14         “Director” shall mean a member of the Board, as constituted from time to time.

2.15         “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 8.2.

3

2.16         “DRO” shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.

2.17         “Effective Date” shall mean June 15, 2010 (the date the original Plan was approved by the Board)..

2.18         “Employee” shall mean any officer or other employee (as determined in accordance with Section 3401(c) of the Code and the Treasury Regulations thereunder) of the Company or of any Subsidiary.

2.19         “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

2.20         “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

2.21         “Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows:

(a)         If the Common Stock is listed on any (i) established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) national market system or (iii) automated quotation system on which the Shares are listed, quoted or traded, its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such date or, if there is no closing sales price for a share of Common Stock on the date in question, the closing sales price for a share of Common Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(b)         If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a share of Common Stock on such date, the high bid and low asked prices for a share of Common Stock on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(c)         If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system, nor regularly quoted by a recognized securities dealer, then Fair Market Value shall be (i) the amount that a willing buyer would pay for a share of the Common Stock, and at which a willing seller would sell a share of the Common Stock, neither under any compulsion or duress and both with reasonable knowledge of the relevant facts, with no discount for lack of marketability, or voting rights, nor any premium for control, as set forth in the most recent appraisal available to the Administrator by a

4

recognized investment banking or appraisal firm selected by the Administrator in good faith and in exercise of its reasonable discretion and performed in accordance with the provisions of this clause (i), or (ii) if such transaction is more recent that the most recently available appraisal, the price per share realized by the Company or a Current Stockholder in a transaction involving the sale of equity securities to a Person who is not an Affiliate of the Company or such selling Current Stockholder, as applicable, in a sufficient amount to allow the Administrator to determine whether or not such sale is between a wiling buyer and a willing seller under the standards applicable under clause (i) above. The Administrator shall have an appraisal of the type referred to in clause (i) above performed at least annually.

2.22         “Greater Than 10% Stockholder” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company, any Subsidiary corporation or Parent corporation thereof.

2.23         “Holder” shall mean an Employee or Independent Director who has been granted an Award.

2.24         “Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code.

2.24.1       “Independent Director” shall mean a director who (a) is not an employee of the Company, MDP or any Other Stockholder, (b) is not an immediate family member of either an Other Stockholder or an executive of the Company or MDP, (c) is not beneficiary of a trust that is an Other Stockholder, and (d) is designated to be an Independent Director by the Administrator or the Board. Following the Public Trading Date, it is intended that each Independent Director qualify as (x) a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule, (y) an “outside director” for purposes of Section 162(m) of the Code and (z) an “independent director” under the rules of any securities exchange, national market system or automated quotation system on which the Shares are listed, traded or quoted; the Administrator or Board shall consider these criteria when designating which directors are Independent Directors for purposes of this Plan.

2.25         “MDP” means MDCPVI TU Holdings, LLC, together with its Affiliates.

2.26         “Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option.

2.27         “Option” shall mean a right to purchase Shares at a specified exercise price granted under Article 5. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option.

2.28         “Other Stockholders” shall mean each holder of the voting stock of the Company on the Effective Date, other than MDP.

2.29         “Parent” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities ending with the Company if each of the entities other than the Company beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

5

2.30        “Performance Award” shall mean a cash bonus award, stock bonus award, performance award or incentive award that is paid in cash, Shares or a combination of both, awarded under Section 8.1.

2.31        “Permitted Transferee” shall mean, with respect to a Holder, any “family member” of the Holder, as defined under the instructions to use of the Form S-8 Registration Statement under the Securities Act, after taking into account any state, federal, local or foreign tax and securities laws applicable to transferable Awards.

2.32        “Person” means an individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, unincorporated organization or other entity or group.

2.33        “Plan” shall mean this TransUnion Corp. 2010 Management Equity Plan, as it may be amended or restated from time to time and any sub-plans that may be adopted as part of this Plan under Section 4.5.

2.34        “Program” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan.

2.35        “Public Trading Date” shall mean the first date upon which Common Stock is listed (or approved for listing) upon notice of issuance on any established securities exchange or national market system, or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

2.36        “Restricted Stock” shall mean Common Stock awarded under Article 7 that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase.

2.37        “Restricted Stock Units” shall mean the right to receive Shares awarded under Section 8.5.

2.38        “Securities Act” shall mean the Securities Act of 1933, as amended.

2.39        “Service Provider” means a person for so long as he or she continues to be an Employee, Director or consultant to the Company or any of its Affiliates.

2.40        “Shares” shall mean shares of Common Stock.

2.41        “Stock Appreciation Right” shall mean a stock appreciation right granted under Article 9.

2.42        “Stock Payment” shall mean (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of a bonus, deferred compensation or other arrangement, awarded under Section 8.3.

6

2.43        “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing more than 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.44        “Substitute Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.

2.45        “Termination of Service” shall mean, the time when the Holder no longer is a Service Provider, for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any of its Affiliates as a Director or a consultant; provided, however, that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of the applicable Program, the Award Agreement or otherwise, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. A Holder’s service relationship to the Company shall be deemed to be terminated in the event that such Holder is employed by an Affiliate of the Company and the Affiliate employing such Holder ceases to remain an Affiliate of the Company.

ARTICLE 3.

SHARES SUBJECT TO THE PLAN

3.1        Number of Shares.

(a) Subject to Section 12.2 and Section 3.1(b), the aggregate number of Shares that may be issued or transferred pursuant to Awards under the Plan is 3,414,945. The aggregate number of Shares that may be issued or transferred pursuant to Awards to Independent Directors under the Plan is 96,000.

(b) If any Shares subject to an Award are forfeited, cancelled or expire or such Award is settled for cash (in whole or in part), the Shares subject to such Award shall, to the extent of such forfeiture, cancellation, expiration or cash settlement, again be available for future grants of Awards under the Plan. In addition, any Shares that are (i) tendered by a Holder or withheld by the Company in payment of the exercise price of an Option; (ii) tendered by the Holder or withheld by the Company to satisfy any tax withholding obligation with respect to an

7

Award; (iii) subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right; or (iv) repurchased by the Company under Section 7.4 at the same price paid by the Holder so that such shares are returned to the Company will again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

(c) Substitute Awards shall not reduce the Shares authorized for grant under the Plan. Additionally, in the event that a company acquired by the Company or any of its Affiliates or with which the Company or such Affiliate combines, has shares available under a pre-existing plan approved by equityholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company or a Subsidiary immediately prior to such acquisition or combination.

3.2        Stock Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.

ARTICLE 4.

GRANTING OF AWARDS

4.1        Participation. The Administrator may, from time to time, select from among Employees and Independent Directors, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Employee or Independent Director shall have any right to be granted an Award pursuant to the Plan. Subject to Section 12.2, the maximum number of Shares that may be issued or transferred pursuant to Awards to any Independent Director under the Plan is 16,000.

4.2        Award Agreement. Each Award shall be evidenced by an Award Agreement. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

4.3        Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations

8

set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

4.4        At-Will Employment. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of the Company or any of its Affiliates, or shall interfere with or restrict in any way the rights of the Company or any of its Affiliates, which rights are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any of its Affiliates.

4.5        Foreign Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Affiliates operate or have Employees or in order to comply with the requirements of any foreign securities exchange, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Affiliates of the Company shall be covered by the Plan; (b) determine which Employees and Independent Directors outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Employees or Independent Directors outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Sections 3.1 or 4.1; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions, requirements or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Code, the Exchange Act, the Securities Act, any other securities law or governing statute, the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law.

4.6        Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as, or at a different time from, the grant of such other Awards.

9

ARTICLE 5.

GRANTING OF OPTIONS

5.1        Granting of Options. The Administrator is authorized to grant Options to Employees and Independent Directors from time to time, in its sole discretion, on such terms and conditions as it may determine which shall not be inconsistent with the Plan.

5.2        Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company or any “subsidiary corporation” of the Company (as defined in Section 424(f) of the Code). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Holder, to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any Subsidiary or Parent corporation thereof, exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the fair market value of stock shall be determined as of the time the respective options were granted.

5.3        Option Exercise Price. The exercise price per Share subject to each Option shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such exercise price shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code).

5.4        Option Term. The term of each Option shall be ten (10) years from the date the Option is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Holder has the right to exercise any vested Options, which time period may not extend beyond the term of the Option and shall be set forth in the Award Agreement. Absent agreement with the affected Holders, the post-termination exercise period may not be less than twelve (12) months following a Termination of Service by reason of death or disability, ninety (90) days following Termination of Service for other reasons, excluding any Termination of Service for cause, and the date of Termination of Service due to Termination of Service for cause. Except as limited by the preceding sentence or the requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder, the Administrator may extend the term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in connection with any Termination of Service of the Holder, and may amend any other term or condition of such Option relating to such a Termination of Service.

10

5.5        Option Vesting.

(a)        The period during which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administrator and the Administrator may determine that an Option may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any of its Affiliates or any other criteria selected by the Administrator and set forth in the Award Agreement. At any time after grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests.

(b)        No portion of an Option which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the Program, the Award Agreement or by action of the Administrator following the grant of the Option.

5.6        Substitute Awards. Notwithstanding the foregoing provisions of this Article 5 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the shares subject to such Option may be less than the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

5.7        Substitution of Stock Appreciation Rights. The Administrator may provide in the applicable Program or the Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided, that such Stock Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable, and shall also have the same exercise price and remaining term as the substituted Option.

ARTICLE 6.

EXERCISE OF OPTIONS

6.1        Partial Exercise. An exercisable Option may be exercised in whole or in part. However, unless specifically provided in an Award Agreement an Option shall not be exercisable with respect to fractional shares. The Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a minimum number of Shares.

11

6.2        Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Company, or such other Person designated by the Administrator, as applicable:

(a)        A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option;

(b)        Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations, the rules of any securities exchange or automated quotation system on which the Shares are listed, traded or quoted, or any other applicable law. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(c)        In the event that the Option shall be exercised pursuant to Section 10.3 by any Person or Persons other than the Holder, appropriate proof of the right of such Person or Persons to exercise the Option, as determined in the sole discretion of the Administrator; and

(d)        Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company for the shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Sections 10.1 and 10.2.

6.3        Notification Regarding Disposition. The Holder shall give the Company prompt written or electronic notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option which occurs within (a) two years from the date of grant (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) of such Option to such Holder, or (b) one year after the transfer of such shares to such Holder.

ARTICLE 7.

AWARD OF RESTRICTED STOCK

7.1        Award of Restricted Stock.

(a)        The Administrator is authorized to grant Restricted Stock to Employees and Independent Directors, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.

(b)        The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value of the Shares to be purchased, unless otherwise permitted by applicable state law. In all cases, legal consideration shall be required for each issuance of Restricted Stock.

12

7.2        Rights as Stockholders. Subject to Section 7.4, upon issuance of Restricted Stock, the Holder shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said Shares, subject to the restrictions in the applicable Program or in each individual Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares shall be subject to the restrictions set forth in Section 7.3.

7.3        Restrictions. All shares of Restricted Stock (including any shares received by Holders thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of the applicable Program or in each individual Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability, and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation, criteria based on the Holder’s duration of employment, directorship or consultancy with the Company, Company performance, individual performance or other criteria selected by the Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by the terms of the Program or the Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire.

7.4        Repurchase or Forfeiture of Restricted Stock. If no price was paid by the Holder for the Restricted Stock, upon a Termination of Service, the Holder’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration. If a price was paid by the Holder for the Restricted Stock, upon a Termination of Service, the Company shall have the right to repurchase from the Holder the unvested Restricted Stock then subject to restrictions at a cash price per share equal to the price paid by the Holder for such Restricted Stock or such other amount as may be specified in the Program or the Award Agreement. The Administrator in its sole discretion may provide that in the event of certain events, including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and, if applicable, the Company shall not have a right of repurchase.

7.5        Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock must include an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, in it sole discretion, retain physical possession of any stock certificate until such time as all applicable restrictions lapse.

13

7.6        Section 83(b) Election. If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.

ARTICLE 8.

AWARD OF PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, DEFERRED

STOCK, STOCK PAYMENTS, AND RESTRICTED STOCK UNITS

8.1        Performance Awards.

(a)        The Administrator is authorized to grant Performance Awards to any Employee. The value of Performance Awards may be linked to any one or more performance criteria as selected by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. Performance Awards may be paid in cash, Shares, or a combination of Shares and cash, as determined by the Administrator.

(b)        Without limiting Section 8.1(a), the Administrator may grant Performance Awards to any Employee in the form of a cash bonus payable upon the attainment of such performance criteria, whether or not objective, which are established by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator.

8.2        Dividend Equivalents.

(a)        Dividend Equivalents may be granted by the Administrator based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date an Award is granted to a Holder and the date such Award vests, is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Administrator.

(b)        Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.

8.3        Stock Payments. The Administrator is authorized to make Stock Payments to any Employee or Independent Director. The number or value of Shares subject to any Stock Payment shall be determined by the Administrator and may be based upon one or more criteria, including service to or performance by the Company or any of its Affiliates, determined by the Administrator. Shares underlying a Stock Payment which is subject to a vesting schedule or other conditions or criteria set by the Administrator will not be issued until those conditions have been satisfied. Unless otherwise provided by the Administrator, a Holder of a Stock Payment shall have no rights as a Company stockholder with respect to such Stock Payment until such time as the Stock Payment has vested and the Shares underlying the Award have been issued to the Holder. Stock Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such Employee or Independent Director.

14

8.4        Deferred Stock. The Administrator is authorized to grant Deferred Stock to any Employee or Independent Director. The number of Shares subject to any Deferred Stock award shall be determined by the Administrator and may be based on one or more criteria, including service to or performance by the Company or any of its Affiliates, as the Administrator determines, in each case on a specified date or dates or over any period or periods determined by the Administrator. Shares underlying a Deferred Stock award which is subject to a vesting schedule or other conditions or criteria set by the Administrator will not be issued until those conditions have been satisfied. Unless otherwise provided by the Administrator, a Holder of Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock until such time as the Award has vested and the Shares underlying the Award have been issued to the Holder.

8.5        Restricted Stock Units. The Administrator is authorized to grant Restricted Stock Units to any Employee or Independent Director. The number and terms and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including performance criteria or service to the Company or any of its Affiliates, in each case on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Holder to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units which shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be subject to compliance with Section 409A of the Code. Restricted Stock Units may be paid in cash, Shares, or a combination of Shares and cash, as determined by the Administrator. On the distribution dates, the Company shall issue to the Holder one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.

8.6        Term. The term of each Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award shall be set by the Administrator in its sole discretion.

8.7        Exercise or Purchase Price. The Administrator may establish the exercise or purchase price of a Performance Award, shares of Deferred Stock, Shares distributed as a Stock Payment award or Shares distributed pursuant to a Restricted Stock Unit award; provided, however, that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by applicable law. In all cases, legal consideration shall be required for each issuance of Shares under any Awards granted under the Plan.

8.8        Exercise upon Termination of Service. A Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award is exercisable or distributable only while the Holder is a Service Provider. The Administrator, however, in its sole discretion may provide in the Award Agreement that the Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award may be exercised or distributed subsequent to a Termination of Service in certain events, including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service.

15

ARTICLE 9.

AWARD OF STOCK APPRECIATION RIGHTS

9.1        Grant of Stock Appreciation Rights.

(a)        The Administrator is authorized to grant Stock Appreciation Rights to Employees and Independent Directors from time to time, in its sole discretion, on such terms and conditions as it may determine consistent with the Plan.

(b)        A Stock Appreciation Right shall entitle the Holder to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose. Except as described in Section 9.1(c) below, the exercise price per Share subject to each Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value on the date the Stock Appreciation Right is granted.

(c)        Notwithstanding the foregoing provisions of Section 9.1(b) to the contrary, in the case of an Stock Appreciation Right that is a Substitute Award, the price per share of the shares subject to such Stock Appreciation Right may be less than 100% of the Fair Market Value per share on the date of grant; provided, that the excess of: (i) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (ii) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (iii) the aggregate exercise price of such shares.

9.2        Stock Appreciation Right Vesting.

(a)        The period during which the right to exercise, in whole or in part, a Stock Appreciation Right vests in the Holder shall be set by the Administrator in the Award Agreement or applicable Program and the Administrator may determine that a Stock Appreciation Right may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any of its Affiliates, or any other criteria selected by the Administrator. At any time after grant of a Stock Appreciation Right, the Administrator may, in its sole discretion accelerate the period during which a Stock Appreciation Right vests.

(b)        No portion of a Stock Appreciation Right which is unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the applicable Program or Award Agreement or by action of the Administrator following the grant of the Stock Appreciation Right.

16

9.3        Manner of Exercise. All or a portion of an exercisable Stock Appreciation Right shall be deemed exercised upon delivery of all of the following to the Administrator, or such other Person designated by the Administrator, as applicable:

(a)        A written or electronic notice complying with the applicable rules established by the Administrator stating that the Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the Holder or other Person then entitled to exercise the Stock Appreciation Right or such portion of the Stock Appreciation Right;

(b)        Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance; and

(c)        In the event that the Stock Appreciation Right shall be exercised pursuant to this Section 9.3 by any Person or Persons other than the Holder, appropriate proof of the right of such Person or Persons to exercise the Stock Appreciation Right.

9.4        Stock Appreciation Right Term. The term of each Stock Appreciation Right shall be set by the Administrator in its sole discretion; provided, however, that the term shall not be more than ten (10) years from the date the Stock Appreciation Right is granted. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Holder has the right to exercise the vested Stock Appreciation Rights, which time period may not extend beyond the expiration date of the Stock Appreciation Right term. Except as limited by the requirements of Section 409A of the Code and regulations and rulings thereunder, the Administrator may extend the term of any outstanding Stock Appreciation Right, and may extend the time period during which vested Stock Appreciation Rights may be exercised, in connection with any Termination of Service of the Holder, and may amend any other term or condition of such Stock Appreciation Right relating to such a Termination of Service.

9.5        Payment. Amounts payable by the Company with respect to Stock Appreciation Rights pursuant to this Article 9 shall be paid in cash, Shares (based on Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of Shares or cash, as determined by the Administrator.

ARTICLE 10.

ADDITIONAL TERMS OF AWARDS

10.1      Payment. The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares issuable pursuant to the exercise of the Award or Shares held for such period of time as may be required by the Administrator in order to

17

avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) following the Public Trading Date, delivery of a written or electronic notice that the Holder has placed a market sell order with a broker with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided, that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator. The Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding any other provision of the Plan to the contrary, no Holder who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

10.2        Tax Withholding. The Company or any of its Affiliates shall have the authority and the right to deduct or withhold from any Award or any other compensation then payable by the Company or any of its employing Affiliates, or require a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s FICA or employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Holder arising as a result of the Plan. The Holder may elect to have the Company withhold Shares otherwise issuable under an Award (or to surrender Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. Following the Public Trading Date, the Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the exercise price or any tax withholding obligation.

10.3        Transferability of Awards.

(a)        Except as otherwise provided in Section 10.3(b):

    (i)        No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, and the Shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed;

    (ii)        No Award or interest or right therein shall be available to pay, perform, satisfy or discharge the debts, contracts or engagements of the Holder or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence; and

18

    (iii)        During the lifetime of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to him or her under the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Holder, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by his personal representative or by any Person empowered to do so under the deceased Holder’s will or under the then applicable laws of descent and distribution.

(b)        Notwithstanding Section 10.3(a), the Administrator, in its sole discretion, may determine to permit a Holder to transfer an Award, other than an Incentive Stock Option, to any one or more Permitted Transferees, subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the Holder (other than the ability to further transfer the Award); and (iii) the Holder and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign securities laws, and (C) evidence the transfer.

(c)        Notwithstanding Section 10.3(a), and subject to applicable laws regarding descent and distribution, a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative, or other Person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or Award Agreement applicable to the Holder, except to the extent the Plan, the Program and the Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married and resides in a community property jurisdiction, a designation of a Person other than the Holder’s spouse as his or her beneficiary with respect to more than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic consent of the Holder’s spouse. If no beneficiary has been designated or survives the Holder, payment shall be made to the Person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Holder at any time provided the change or revocation is filed with the Administrator prior to the Holder’s death.

10.4        Conditions to Issuance of Shares.

(a)        Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Board or the Committee has determined, with advice of counsel, that the issuance of such shares is in compliance with all applicable laws,

19

regulations of governmental authorities and, if applicable, the requirements of any exchange, national market or automated quotation system on which the Shares are listed, traded or quoted, and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Holder make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.

(b)        All Share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state, or foreign securities or other laws, rules and regulations and the rules of any securities exchange, national market system or automated quotation system on which the Shares are listed, traded or quoted. The Administrator may place legends on any Share certificate or book entry to reference restrictions applicable to the Shares.

(c)        The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award as may be imposed in the sole discretion of the Administrator for compliance with applicable laws and regulations.

(d)        Unless otherwise specifically permitted under any Program or Award Agreement, no fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.

(e)        Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law, rule or regulation, the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award, and instead such Shares shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).

10.5        Forfeiture Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of any Program or Award Agreement, or to require a Holder to agree by separate written or electronic instrument, that: (a)(i) any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (b)(i) a Termination of Service occurs prior to a specified date, or (ii) the Holder has a Termination of Service for “cause” (as such term is defined in the sole discretion of the Administrator, or as set forth in a written agreement relating to such Award between the Company and the Holder).

20

ARTICLE 11.

ADMINISTRATION

11.1        Administrator. The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and, unless otherwise determined by the Board, following the Public Trading Date, the Committee shall consist solely of two or more Directors, appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule, an “outside director” for purposes of Section 162(m) of the Code and an “independent director” under the rules of any securities exchange, national market system or automated quotation system on which the Shares are listed, traded or quoted; provided, that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 11.l or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6.

11.2        Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan, each Program and each Award Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement provided that the rights or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not affected adversely by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 12.1. Any such grant or award under the Plan need not be the same with respect to each Holder. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or following the Public Trading Date, Section 162(m) of the Code, or any regulations or rules issued thereunder, or the rules of any securities exchange, national market system or automated quotation system on which the Shares are listed, traded or quoted are required to be determined in the sole discretion of the Committee.

11.3        Action by the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any of its Affiliates, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

21

11.4         Authority of Administrator. Subject to any specific designation in the Plan, the Administrator has the exclusive power, authority and sole discretion to:

(a)         Designate Employees and Independent Directors to receive Awards;

(b)         Determine the type or types of Awards to be granted to each Employee or Independent Director;

(c)         Determine the number of Awards to be granted and the number of Shares to which an Award will relate;

(d)         Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any performance criteria, any reload provision, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;

(e)         Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f)         Prescribe the form of each Award Agreement, which need not be identical for each Holder;

(g)         Decide all other matters that must be determined in connection with an Award;

(h)         Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(i)         Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement; and

(j)         Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.

11.5        Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.

11.6        Delegation of Authority. To the extent permitted by applicable law or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, the Board or Committee may from time to time delegate to a committee of

22

one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to Article 11; provided, however, that in no event shall an officer of the Company be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under applicable securities laws or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 11.6 shall serve in such capacity at the pleasure of the Board and the Committee.

ARTICLE 12.

MISCELLANEOUS PROVISIONS

12.1        Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 12.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, without approval of the Company’s stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator may, (a) except as provided in Section 12.2, increase the limits imposed in Sections 3.1 and 4.1 on the maximum number of shares which may be issued under the Plan or (b) expand the individuals who may receive awards under the Plan. Except as provided in Section 12.10, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and in no event may any Award be granted under the Plan after the tenth (10^th) anniversary of the Effective Date.

12.2        Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.

(a)         In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the price of the Shares other than an Equity Restructuring, the Administrator shall make equitable adjustments, if any, to reflect such change with respect to (i) the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 4.1 on the maximum number and kind of Shares which may be issued under the Plan); (ii) the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (iv) the grant or exercise price per share for any outstanding Awards under the Plan.

23

(b)         In the event of a combination or exchange of shares, merger, consolidation or any unusual or nonrecurring transactions or events (including any Change in Control) affecting the Shares, the Company, any Affiliate of the Company, or the financial statements of the Company or any of its Affiliates, or of changes in applicable laws, regulations or accounting principles, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to or in connection with the occurrence of such transaction or event, and either automatically or upon the Holder’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:

(i)         To provide for either (A) termination of any such Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Holder’s rights at such time (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 12.2 the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or fully vested;

(ii)         To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

(iii)         To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future;

(iv)         To provide that such Award shall be exercisable or payable or fully vested with respect to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Program or Award Agreement; and

(v)         To provide that the Award cannot vest, be exercised or become payable after such event.

24

(c)         In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 12.2(a) and 12.2(b):

(i)         The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted; or

(ii)         The Administrator shall make such equitable adjustments, if any, as the Administrator in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 4.1 on the maximum number and kind of shares which may be issued under the Plan The adjustments provided under this Section 12.2(c) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company.

(d)         Notwithstanding any other provision of the Plan, in the event of a Change in Control and in the event no action is taken in connection therewith by the Administrator pursuant to Section 12.2(b), each outstanding Award shall be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event an Award is assumed or an equivalent Award substituted in accordance with this Section 12.2(d), and a Holder has a Termination of Service upon or within twelve (12) months following the Change in Control, then such Holder shall be fully vested in such assumed or substituted Award (but only if the original Award vested based on continued service and not satisfaction of any performance criteria).

(e)         In the event an Award is required to be assumed or substituted pursuant to Section 12.2(d) and the successor corporation in the Change in Control refuses to assume or substitute for the Award, the Administrator may cause any or all of such Awards to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of such Awards to lapse. If an Award is exercisable in lieu of assumption or substitution in the event of a Change in Control pursuant to this Section 12.2(e), the Administrator shall notify the Holder that the Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in Control, and the Award shall terminate upon the expiration of such period.

(f)         For the purposes of this Section 12.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each share of Common Stock subject to an Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

25

(g)        The Administrator may, in its sole discretion, include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.

(h)        No such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act unless the Administrator determines that the Award is not to comply with such exemptive conditions.

(i)        The existence of the Plan, the Program, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or options, warrants or rights to purchase stock or bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof, or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(j)        No action shall be taken under this Section 12.2 which shall cause an Award to fail to comply with Section 409A of the Code or the Treasury Regulations thereunder, to the extent applicable to such Award.

(k)        In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the share price of Shares including any Equity Restructuring, for reasons of administrative convenience, the Company in its sole discretion may refuse to permit the exercise of any Award during a period of ten (10) business days prior to the consummation of any such transaction.

12.3        Approval of Plan by Stockholders. The Plan will be submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan. Awards may be granted or awarded prior to such stockholder approval, provided that such Awards shall not be exercisable, shall not vest and the restrictions thereon shall not lapse and no shares of Common Stock shall be issued pursuant thereto prior to the time when the Plan is approved by the stockholders, and provided further that if such approval has not been obtained at the end of said twelve (12) month period, all Awards previously granted or awarded under the Plan shall thereupon be canceled and become null and void.

12.4        No Stockholders Rights. A Holder shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.

12.5        Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.

26

12.6        Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any of its Affiliates. Nothing in the Plan shall be construed to limit the right of the Company or any of its Affiliates: (a) to establish any other forms of incentives or compensation for Employees or Independent Directors, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any Person.

12.7        Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including but not limited to state, federal and foreign securities law and margin requirements), the rules of any securities exchange, national market system or automated quotation system on which the Shares are listed, traded or quoted, and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the Person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

12.8        Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code, the Securities Act or the Exchange Act shall include any amendment or successor thereto.

12.9        Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws principles thereof.

12.10        Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in accordance with Section 409A of the Code and U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related U.S. Department of Treasury guidance

27

(including such U.S. Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. The Company makes no representation or warranty regarding the tax treatment of any Award granted hereunder, and by accepting any Award each Employee and Independent Director understands that tax consequences (including, without limitation, application of Code Section 409A) may arise on account of such Award.

12.11        No Rights to Awards. No Employee Independent Director or other Person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Employees, Independent Directors, Holders or any other Persons uniformly.

12.12        Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan, any Program or Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any of its Affiliates.

12.13        Indemnification. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding (each, a “Claim”) to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided (a) such Claim is not brought by, or on behalf of, such member in her or his capacity as a Holder and (b) he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

12.14        Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any of its Affiliates except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

12.15        Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

28

12.16     Arbitration.

(a)        Except as otherwise specially provided in this Plan or an Award Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Plan, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the American Arbitration Association (“AAA”). Either party may initiate arbitration by notice to the other party (a “Request for Arbitration”). The arbitration shall be conducted in accordance with the AAA rules governing commercial arbitration in effect at the time of the arbitration, except as they may be modified by the provisions of this Agreement. The place of the arbitration shall be Chicago, Illinois. The arbitration shall be conducted by a single arbitrator appointed by the Holder from a list of at least five (5) individuals who are independent and qualified to serve as an arbitrator submitted by the Company within fifteen (15) days after delivery of the Request for Arbitration. The Holder will make its appointment within ten (10) days after it receives the list of qualified individuals from the Company. In the event the Company fails to send a list of at least five (5) qualified individuals to serve as arbitrator to the Holder within such fifteen-day time period, then the Holder shall appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event the Holder fails to appoint a person to serve as arbitrator from the list of at least five (5) qualified individuals within ten (10) days after its receipt of such list from the Company, the Company shall appoint one of the individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with any of the parties to the action and who has at least ten (10) years of experience in the practice of law with experience in executive compensation matters. The arbitration shall commence within thirty (30) days after the appointment of the arbitrator; the arbitration shall be completed within sixty (60) days of commencement; and the arbitrator’s award shall be made within thirty (30) days following such completion. The parties may agree to extend the time limits specified in the foregoing sentence.

(b)         The arbitrator will apply the substantive law (and the law of remedies, if applicable) of the State of Delaware without giving effect to the principles of conflicts of law, and will be without power to apply any different substantive law. The arbitrator will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing party. The arbitrator also has the authority to grant provisional remedies, including, without limitation, injunctive relief, and to award specific performance. The arbitrator may entertain a motion to dismiss and/or a motion for summary judgment by any party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “Claim”), without holding an evidentiary hearing, if, after affording the parties an opportunity to present written submission and documentary evidence, the arbitrator concludes that there is no material issue of fact and that the Claim may be determined as a matter of law. The parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator’s award by any court. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including, without limitation, the courts of Cook County, Illinois. Notwithstanding the foregoing, the Company may seek injunctive relief, specific performance, or other equitable

29

remedies from a court of competent jurisdiction without first pursuing resolution of a dispute as provided above. The Company and each Holder under this Plan irrevocably submits to the non-exclusive jurisdiction and venue in the courts of the State of Illinois and the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. THE COMPANY AND EACH HOLDER IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 12.16(a) OF THIS PLAN.

(c)        The parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including, without limitation, professional societies and organizations; provided, that nothing herein shall prevent a party from disclosing information regarding the arbitration for purposes of enforcing the award. The parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitration.

12.17        Compliance with California Securities Laws. Unless determined otherwise by the Administrator, prior to the Public Trading Date, this Plan is intended to comply with Section 25102(o) of the California Corporations Code and the regulations issued thereunder. Appendix I to the Plan sets forth the requirements under Section 25102(o) of the California Corporations Code and the regulations issued thereunder and is incorporated herein by reference. If any of the provisions contained in this Plan or any Award Agreement are inconsistent with such requirements or Appendix I, such provisions shall be deemed null and void. The invalidity of any provision of this Plan or any Award Agreement shall not affect the validity or enforceability of any other provision of this Plan or any Award Agreement, which shall remain in full force and effect.

*   *   *   *   *

I hereby certify that the foregoing Plan was first duly adopted by the Board of Directors of TransUnion Corp. on                          , 2010 and adopted as amended on                          , 2010.

*   *   *   *   *

I hereby certify that the foregoing Plan was first approved by the stockholders of TransUnion Corp. on                          , 2010 and approved as amended on                          , 2010.

Executed on this          day of                     , 2010.

Corporate Secretary

30

APPENDIX I

TO

TRANSUNION CORP.

2010 MANAGEMENT EQUITY PLAN

California State Securities Law Compliance

Notwithstanding anything to the contrary contained in the Plan and except as otherwise determined by the Administrator, the provisions set forth in this Appendix shall apply to all Awards granted to residents of California prior to the Public Trading Date under the TransUnion Corp. 2010 Management Equity Plan (the “Plan”) that are intended to comply with Section 25102(o) of the California Corporations Code and the regulations issued thereunder. This Appendix shall be of no further force and effect on or after the Public Trading Date. Definitions as set out in Article 2 of the Plan are applicable to this Appendix.

The purpose of this Appendix is to set forth those provisions of the Plan necessary to comply with Section 25102(o) of the California Corporations Code and the regulations issued thereunder. If any of the provisions contained in this Appendix are inconsistent with such requirements, such provisions shall be deemed amended to the extent necessary to be consistent with such requirements. The invalidity of any provision of this Appendix shall not affect the validity or enforceability of any other provision of this Appendix, which shall remain in full force and effect.

References to Articles and Sections set forth in this Appendix are to those Articles and Sections of the Plan.

1.1     Term of Awards. The term of each Award shall be no more than ten years from the date of grant thereof.

2.1 Exercisability Following Termination.

(a)        Termination Other Than Death or Disability. If a Holder has a Termination of Service for any reason other than by reason of the Holder’s disability or death, such Holder may exercise his or her Award within such period of time as is specified in the Award Agreement to the extent that the Award is vested on the date of termination; provided, however, that prior to the Public Trading Date, such period of time shall not be less than thirty days (but in no event later than the expiration of the term of the Award as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three months following the Holder’s Termination of Service for any reason other than death or disability.

(b)        Death. If a Holder has a Termination of Service as a result of the Holder’s death, the Award may be exercised within such period of time as is specified in the Award Agreement; provided, however, that prior to the Public Trading Date, such period of time shall not be less than six months (but in no event later than the expiration of the term of such Award as set forth in the Award Agreement), by the Holder’s estate or by a person who acquires the right to exercise the Award by bequest or inheritance, but only to the extent that the Award is vested on the date of death. In the absence of a specified time in the Award Agreement, the Award shall remain exercisable for twelve months following the Holder’s Termination of Service for death.

31

(c)        Disability of Holder. If a Holder has a Termination of Service as a result of the Holder’s disability, the Holder may exercise his or her Award within such period of time as is specified in the Award Agreement to the extent the Award is vested on the date of termination; provided, however, that prior to the Public Trading Date, such period of time shall not be less than six months (but in no event later than the expiration of the term of such Award as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Award shall remain exercisable for twelve months following the Holder’s Termination of Service for disability.

(d)        Misconduct of Holder. Notwithstanding the foregoing, an Award Agreement may provide that the Award shall terminate immediately and cease to remain outstanding if a Holder has a Termination of Service for cause.

3.1        Transferability. Prior to the Public Trading Date, no Award shall be assigned, transferred, or otherwise disposed of by a Holder other than by will or the laws of descent and distribution or, with respect to Awards other than Incentive Stock Options, as permitted by Rule 701 of the Securities Act.

4.1        Limitation on Number of Shares. Prior to the Public Trading Date and to the extent required by Section 260.140.45 of Title 10 of the California Code of Regulations, at no time shall the total number of shares of Common Stock issuable under the Plan and any shares of Common Stock provided for under any bonus or similar plan or agreement of the Company exceed 30% of the then-outstanding shares of Common Stock of the Company, as calculated pursuant to Section 260.140.45 of Title 10 of the California Code of Regulations (or any successor regulation), unless a percentage higher than 30% is approved by at least two-thirds of the outstanding securities of the Company entitled to vote. The number of shares of Common Stock which may be issued or transferred pursuant to Awards under the Plan shall be reduced to the extent necessary to comply with this provision.

5.1        Adjustments. Notwithstanding Article 12 of the Plan, in the event of an Equity Restructuring, which shall include any stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the issuer’s equity securities without the receipt of consideration by the issuer, of or on the Common Stock, the Administrator shall equitably adjust the number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable.

6.1        Amendment of Plan to Conform to California Code of Regulations. Subject to Article 13 of the Plan, the Administrator may delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to amend the Plan to the extent required to conform the Plan to any amendment to the California Code of Regulations adopted following the Effective Date resulting in the elimination of any requirements under such regulations that are applicable to the Plan or the application of less restrictive requirements under such regulations to the Plan.

32

EX-10.3

Exhibit 10.3

TRANSUNION CORP.

2010 MANAGEMENT EQUITY PLAN (AS AMENDED AND RESTATED)

DIRECTOR STOCK OPTION GRANT NOTICE

TransUnion Corp., a Delaware corporation, (the “Company”), pursuant to the TransUnion Corp. 2010 Management Equity Plan (As Amended and Restated), as further amended from time to time (the “Plan”), has granted to the Holder listed below (“Participant”), an option to purchase the number of Shares (as defined in the Plan) set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Director Stock Option Agreement attached hereto as Exhibit A (the “Director Stock Option Agreement”) and the Plan, each of which are incorporated herein by reference. Capitalized terms used but not otherwise defined in this Grant Notice shall have the meanings ascribed to them in the Plan and the Director Stock Option Agreement.

Participant:	«First_Name» «Last_Name»
Grant Date:	, 2010
Exercise Price per Share:	$24.37
Total Number of Shares Subject to the Option:	«Options» shares
Total Exercise Price:	$«PRICE»
Expiration Date:	, 2020
Vesting Schedule:	Twenty percent (20%) of the Option shall vest on the first anniversary of the Grant Date; thereafter, five percent (5%) of the Option will vest on the last day of each subsequent full calendar quarter until all the Option has vested, in each case, except as otherwise provided herein, subject to the Participant continuing to be a Service Provider from the Grant Date through such Grant Date.

By his or her signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Director Stock Option Agreement, this Grant Notice and if applicable the Stockholders Agreement. Participant has reviewed each of the Grant Notice, the Director Stock Option Agreement, and the Joinder to Stockholders Agreement attached hereto as Exhibit D (“Joinder Agreement”)in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Director Stock Option Agreement, the Plan and the Stockholders Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Director Stock Option Agreement. If Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B.

TRANSUNION CORP.	PARTICIPANT:
By:	By:
Print Name:	Print Name:
Title:

EXHIBIT A

TO DIRECTOR STOCK OPTION GRANT NOTICE

TRANSUNION CORP. DIRECTOR STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Director Stock Option Agreement (this “Agreement”) is attached, TransUnion Corp., a Delaware corporation (the “Company”), has granted to Participant an Option under the TransUnion Corp. 2010 Management Equity Plan (As Amended and Restated), as further amended from time to time (the “Plan”), to purchase the number of Shares indicated in the Grant Notice. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

ARTICLE 1.

GRANT OF OPTION

1.1 Grant of Option. In consideration of Participant’s past and/or continued service to the Company or any of its Affiliates and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company grants to Participant the Option to purchase any part or all of an aggregate number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement, subject to adjustments as provided in Section 12.2 of the Plan. The Option is a Non Qualified Stock Option.

1.2 Exercise Price. The exercise price of the Shares subject to the Option shall be as set forth in the Grant Notice.

1.3 Consideration to the Company. In consideration of the grant of the Option by the Company, Participant agrees to render faithful and efficient services to the Company or any of its Affiliates. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the service of the Company or any of its Affiliates or shall interfere with or restrict in any way the rights of the Company and its Affiliates and stockholders, which rights are hereby expressly reserved, to terminate the services of Participant pursuant to the terms of the Company’s Articles of Incorporation and/or bylaws.

ARTICLE 2.

PERIOD OF EXERCISABILITY

2.1 Commencement of Exercisability.

(a) Subject to Sections 2.2, 2.3 and 4.13 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Service shall thereafter become vested and exercisable.

(c) Notwithstanding Section 2.1(a) hereof and the Grant Notice, but subject to Section 2.1(b) hereof, the Option shall be fully vested and exercisable in the event of a Change in Control, or Participant’s Termination of Service due to death.

B-1

2.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it expires and becomes unexercisable under Section 2.3 hereof.

2.3 Expiration of Option. The Option may not be exercised to any extent by any Person after the first to occur of the following events:

(a) the Expiration Date set forth in the Grant Notice, which date be ten (10) years from the Grant Date;

(b) the expiration of ninety (90) days from the date of Participant’s Termination of Service, unless such termination occurs by reason of Participant’s death; or

(c) the expiration of twelve (12) months from the date of Participant’s Termination of Service by reason of Participant’s death.

ARTICLE 3.

EXERCISE OF OPTION

3.1 Person Eligible to Exercise. During the lifetime of Participant, only the Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 2.3 hereof, be exercised by Participant’s personal representative or by any Person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

3.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 2.3 hereof; provided, however, the Option may only be exercised for whole Shares.

3.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person designated by the Company), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 2.3 hereof:

(a) if such exercise is prior an Initial Public Offering, the delivery of a notice of intent to exercise the Option at such time and in such form as specified by the Administrator, stating that the Participant, or such other individual eligible to exercise the Option under Section 3.1 desires to exercise the Option;

(b) an exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;

(c) the receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be made by deduction from other compensation payable to Participant or in such other form of consideration permitted under Section 3.4 hereof;

B-2

(d) an executed Joinder Agreement and such other documents as the Company may require evidencing an agreement to be bound by the terms of the Stockholders Agreement as provided in the Joinder Agreement, if required under Section 3.5 hereof;

(e) in the event the Shares purchasable pursuant to the exercise of this Option have not been registered under the Securities Act at the time this Option is exercised, unless waived by the Company, an Investment Representation Statement in the form attached hereto as Exhibit C;

(f) any other written representations as may be required in the Administrator’s reasonable discretion to evidence compliance with the Securities Act or any other applicable law, rule or regulation; and

(g) in the event the Option or portion thereof shall be exercised pursuant to Section 3.1 hereof by any Person or Persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by jurisdiction and which may be subject to change from time to time.

3.4 Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of Participant:

(a) cash or check;

(b) surrender of Shares (including, without limitation, Shares otherwise issuable upon exercise of the Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences to the Company and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or

(c) following the Initial Public Offering, through the delivery of a notice that Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale directly to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale.

3.5 Restrictions on Shares. Participant hereby agrees that if the Option is exercised prior to the Initial Public Offering or Change in Control, the Shares purchased upon exercise of the Option shall be subject to the terms and conditions of the Stockholders Agreement, including, without limitation, restrictions on the transferability of Shares, as provided in the Joinder Agreement . As a condition to exercise of the Option, Participant shall execute such documents as the Company may request agreeing to be bound by the Stockholders Agreement.

3.6 Conditions to Issuance of Shares. The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued Shares or issued Shares which have previously been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option, or portion thereof, prior to fulfillment of all of the following conditions:

B-3

(a) acceptance for listing of such Shares on all stock exchanges on which such Shares are then listed;

(b) completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its discretion, deem necessary or advisable;

(c) obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d) receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 3.4 hereof;

(e) the Participant executing and returning to the Company the Joinder Agreement under Section 3.5 hereof; and

(f) the lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

In the event any of the foregoing applies, any Shares that would otherwise have been delivered shall be delivered on the earlier of (i) the first date such limitation no longer applies, and (ii) the last date such Shares may be delivered without violating Code Section 409A.

3.7 Rights as Stockholder. The Holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of any Shares purchasable upon the exercise of any part of the Option unless and until such Shares shall have been issued by the Company and held of record by such Holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12.2 of the Plan.

ARTICLE 4.

OTHER PROVISIONS

4.1 Administration. The Administrator shall have the power to interpret the Plan, the Grant Notice and this Agreement and to adopt such rules for the administration, interpretation and application of, the Plan, the Grant Notice and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other interested persons. Neither the Administrator nor, any member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, the Grant Notice, this Agreement or the Option.

4.2 Option Not Transferable. Subject to Section 3.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the Option have been issued, and all restrictions applicable to such Shares have lapsed. Neither the Option nor any interest or right therein shall be available to pay, perform,

B-4

satisfy or discharge the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary, or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

4.3 Binding Agreement. Subject to the limitation on the transferability of the Option contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.4 Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the Option in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section 12.2 of the Plan (including, without limitation, an extraordinary cash dividend on such Shares), the Administrator shall make such adjustments the Administrator deems appropriate in the number of Shares subject to the Option, the exercise price of the Option and the kind of securities that may be issued upon exercise of the Option. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 12.2 of the Plan.

4.5 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 4.5, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 3.1 hereof by written notice under this Section 4.5. Any notice shall be deemed duly given when sent via email or when sent by overnight carrier, or certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

4.6 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.7 Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

4.8 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and all other applicable securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

4.9 Amendments, Suspension and Termination. To the extent permitted by the Plan, the Grant Notice and this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of the Grant Notice or this Agreement shall adversely affect the Option in any material way without the prior written consent of Participant.

B-5

4.10 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 4.2 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

4.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

4.12 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits hereto and thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.13 Section 409A. The Option granted hereby is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Option (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the Option to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

4.14 Limitation on Participant’s Rights. Participation in the Plan confers no right or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to options, as and when exercised pursuant to the terms hereof.

4.15 No Additional Benefits. The Plan and the benefits offered under the Plan are provided by the Company on an entirely discretionary basis, and the Plan creates no vested rights. Neither the Option nor this Agreement confers upon Participant any benefit other than as specifically set forth in this Agreement and the Plan. Participant understands and agrees that receipt of the Option does not entitle Participant to any future benefits under the Plan any other plan or program of the Company.

4.16 Data Privacy. By acceptance of the Option, Participant consents to the collection, use, processing, and transfer of personal data as described in this paragraph. Participant understands that the Company and its Affiliates hold some personal information about Participant, including Participant’s

B-6

name, home address and telephone number, date of birth, tax identification number, nationality, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in Participant’s favor (the “Data”), for the purpose of managing and administering the Option and Participant’s participation in the Plan. Participant further understands that the Company and its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration, and management of the Plan, and that the Company and any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration, and management of the Plan. Participant understands that these recipients may be located in the United States and elsewhere. Participant authorizes them to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of implementing, administering, and managing the Option and Participant’s participation in the Plan, including any transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares acquired pursuant to the Plan. Participant understands and further authorizes the Company and each of its Affiliates to keep Data in Participant’s personnel file. Participant also understands that he or she may, at any time, review Data, require any necessary amendments to Data, or withdraw the consents herein by contacting the Company in writing. However, withdrawal of Participant’s consent may affect Participant’s ability to exercise the Option and participate in the Plan.

B-7

EXHIBIT B

CONSENT OF SPOUSE

I,                             , spouse of                             , have read and approve the foregoing TransUnion Corp. Director Stock Option Agreement (as amended from time to time the “Agreement”). In consideration of issuing to my spouse the shares of the common stock of TransUnion Corp. set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares of common stock par value $0.01 per share of TransUnion Corp. issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

Dated:                , 2010
	Signature of Spouse

B-8

EXHIBIT C

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT:	«First_Name» «Last_Name»
COMPANY:	TRANSUNION CORP.
SECURITY:	NON-VOTING COMMON STOCK
AMOUNT:
DATE:	,

In connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:

1. The Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. The Participant is acquiring these Securities for investment for the Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

2. The Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Participant’s investment intent as expressed herein. In this connection, the Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if the Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. The Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Participant further acknowledges and understands that the Company is under no obligation to register the Securities. The Participant understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws.

3. The Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Participant, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Exchange Act); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable.

C-1

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above.

4. The Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. The Participant understands that no assurances can be given that any such other registration exemption will be available in such event.

Signature of the Participant:

Date:            , 20    

C-2

EXHIBIT D

JOINDER AGREEMENT

TO

TRANSUNION CORP.

MANAGEMENT STOCKHOLDERS’ AGREEMENT

(Independent Director)

This Joinder Agreement (this “Joinder Agreement”) is made and entered into as of                     ,          by and between TransUnion Corp., a Delaware corporation (the “Company”), and the undersigned (the “Joining Stockholder”), and relates to that certain Management Stockholders’ Agreement, dated as of June 15, 2010 (as amended from time to time, the “Management Stockholders’ Agreement”), among the Company and the stockholders of the Company signatory thereto (the “Stockholders”). All capitalized terms used but not defined herein shall have the meanings specified in the Management Stockholders’ Agreement.

WHEREAS, the Joining Stockholder, in his or her capacity as an independent director of the Company, is acquiring and may acquire in the future shares of the non-voting common stock, par value $0.01 per share, of the Company (the “Shares”), and, in connection therewith, has agreed to become a party to the Management Stockholders’ Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Agreement to be Bound. The Joining Stockholder agrees that, upon the execution of this Joinder Agreement, the Joining Stockholder shall become a party to the Management Stockholders’ Agreement as a “Management Stockholder” thereunder and shall be fully bound by, and subject to, all of the covenants, obligations, terms and conditions of the Management Stockholders’ Agreement, and shall be entitled to all of the rights, privileges and benefits of a Management Stockholder thereunder, as fully and effectively as though the undersigned had executed a counterpart of the Management Stockholders’ Agreement together with the other parties thereto; provided, however, that notwithstanding any provision in the Management Stockholders’ Agreement to the contrary, the provisions of Section 3 (Repurchase Option) of the Management Stockholders’ Agreement shall be modified as provided in Section 2 of this Joinder Agreement. The Joining Stockholder hereby acknowledges having received and reviewed a copy of the Management Stockholders’ Agreement, a copy of which is attached hereto as Exhibit A. The Joining Stockholder hereby agrees that the address listed below shall be the address for all notices to be delivered to the Joining Stockholder under Section 12(a) of the Management Stockholders’ Agreement (unless and until changed by the Joining Stockholder in accordance with the provisions thereof).

2. Agreement Regarding Repurchase Option. Notwithstanding any provision in the Management Stockholders’ Agreement to the contrary, the provisions of Section 3 (Repurchase Option) of the Management Stockholders’ Agreement shall apply in respect of the Joining Stockholder and any Shares now or hereafter owned by the Joining Stockholder with the following modifications and, except as modified hereby, shall apply as provided in the Management Stockholders’ Agreement:

(a) the Repurchase Option shall apply in the event that, prior to an Initial Public Offering or Sale Event, the Joining Stockholder voluntary resigns as a director of the Company or is removed for “Cause” (as defined below) as a director of the Company (each, a “Service Cessation Date”) at any time prior to the third (3^rd) anniversary of the date such Joining Stockholder was appointed to the Board (as indicated on the signature page hereto), it being agreed that if a service cessation has not occurred prior to such third (3^rd) anniversary, then none of the Shares held by the Joining Stockholder shall be subject to the Repurchase Option;

D-1

(b) subject to Section 2(a) above, the Company may exercise the Repurchase Option in respect of any Repurchase Shares held by the Joining Stockholder at a price per Share equal to the Fair Market Value as of the Service Cessation Date, regardless of the Original Cost of such Shares;

(c) all notices, election periods and other applicable time periods that otherwise refer to the termination of a Management Stockholder’s employment with the Company shall, solely with respect to the Joining Stockholder, be determined with reference to such Joining Stockholder’s Service Cessation Date; and

(d) solely with respect to the Joining Stockholder, the term “Cause” under the Management Stockholders’ Agreement shall have the meaning given to such term in any severance, employment or similar agreement entered into by the Joining Stockholder with the Company or one of its Affiliates, or in the absence of such an agreement shall mean any of the following as determined by the Board in its good faith discretion: (i) the material breach by the Joining Stockholder of any fiduciary duties owed by the Joining Stockholder to the Company or its stockholders; (ii) the willful failure or refusal to perform the Joining Stockholder’s material duties for the Company and its Affiliates, as applicable (including, without limitation, compliance with the material policies of the Company and its Affiliates); (iii) the misconduct by the Joining Stockholder that has a material and adverse impact on the reputation, business, business relationships or financial condition of the Company or any of its Affiliates; (iv) the commission by the Joining Stockholder of an act of fraud or embezzlement against the Company or any of its Affiliates; or (v) any conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving fraud or misrepresentation by the Joining Stockholder; provided, however, that Cause shall not be deemed to exist under any of the foregoing clauses (i), (ii) or (iii) unless the Joining Stockholder has been given reasonably detailed written notice of the grounds for such Cause and, if curable, the Joining Stockholder has not effected a cure within 20 days of the date of receipt of such notice.

3. Binding Effect. This Joinder Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the Company, the Stockholders and the Joining Stockholder and their respective heirs, personal representatives, successors and assigns.

4. Counterparts. This Joinder Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and conditions of this Agreement.

5. Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without reference to the conflicts of law provisions thereof).

Signature Page Follows

D-2

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first above written.

COMPANY:
TRANSUNION CORP.
By:
	Name:
	Title:

JOINING STOCKHOLDER:

[Name of Joining Stockholder]

Address:

Date of Appointment to Board:

D-3

EX-10.4

Exhibit 10.4

TRANSUNION CORP.

2010 MANAGEMENT EQUITY PLAN

STOCK OPTION GRANT NOTICE

TransUnion Corp., a Delaware corporation, (the “Company”), pursuant to its 2010 Management Equity Plan, as amended from time to time (the “Plan”), has granted to the Holder listed below (“Participant”), an option to purchase the number of Shares (as defined in the Plan) set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which are incorporated herein by reference. Capitalized terms used but not otherwise defined in this Grant Notice shall have the meanings ascribed to them in the Plan or the Stock Option Agreement

Participant:	«First_Name» «Last_Name»
Grant Date:	July 20, 2010
Vesting Date:	June 15, 2010
Exercise Price per Share:	$24.37
Total Number of Shares Subject to the Option:	«Options» shares
Total Exercise Price:	$«PRICE»
Expiration Date:	July 20, 2020
Option Vesting:	«Vesting» shares subject to the Option shall vest solely based on time elapsed from the Grant Date (the “Time Vested Options”). «Vesting» shares subject to the Option shall vest based on satisfaction of both time elapsed from the Grant Date and the performance criteria set forth below (“Performance Vested Options”).
Vesting Schedule Time Vested Options:	Twenty percent (20%) of the Time Vested Options shall vest on the first anniversary of the Vesting Date; thereafter, five percent (5%) of the Time Vested Options will vest on the last day of each subsequent full calendar quarter until all the Time Vested Options have vested (the “Time Vesting Schedule”), in each case, except as otherwise provided herein, subject to the Participant continuing to be a Service Provider from the Grant Date through such vesting date.
Vesting Schedule Performance Vested Options:	Subject to the Participant continuing to be a Service Provider through the applicable Measurement Date, once the Performance Criteria (as defined below) is met, then the Participant shall vest or be vested in the Performance Vested Options according to the Time Vesting Schedule set forth above based on the period elapsed from the Vesting Date. The Performance Criteria will be met on the Measurement Date on which MDP first cumulatively earns or is deemed to earn, (i) a Cash-on-Cash Return (as defined below) equal to twenty percent (20%) and (ii) a Multiple of Money Return (as defined below) equal to 2.25 (together, the “Performance Criteria”); provided, that from and after the consummation of an Initial Public Offering, the Performance Criteria may also be satisfied if and when the Post-IPO Performance Criteria are satisfied.

By his or her signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement, this Grant Notice and if applicable the Stockholders Agreement. Participant has reviewed each of the Grant Notice, the Stock Option Agreement, the Plan, and the Stockholders Agreement attached hereto as Exhibit D in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement, the Plan and the Stockholders Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Stock Option Agreement. If Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B.

TRANSUNION CORP.	PARTICIPANT:
By:	By:
Print Name:	Print Name:
Title:
Address:	Address:

2

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

TRANSUNION CORP. STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransUnion Corp., a Delaware corporation (the “Company”), has granted to Participant an Option under the TransUnion Corp. 2010 Management Equity Plan, as amended from time to time (the “Plan”), to purchase the number of Shares indicated in the Grant Notice.

ARTICLE 1.

GENERAL

1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

(a) “Accreted Purchase Price” means, as of any date, the value of the Per Share Purchase Price accreted at a per annum rate of 20% (compounded annually) from June 15, 2010 to such date.

(b) “Cash-on-Cash Return” means, as of any Measurement Date, the annual interest rate (compounded annually) which, when used to calculate the net present value of all MDP Inflows and all MDP Outflows, causes such net present value amount to equal zero. The Cash-on-Cash Return shall be determined in good faith by the Administrator.

(c) “Cause” shall have the meaning given to such term in an employment, severance or similar agreement entered into by Participant with the Company or any of its Affiliates, or in the absence of such an agreement shall mean any of the following as determined by the Board in its good faith discretion: (i) the material breach by the Participant of the terms of any employment or severance agreement, if any, to which Participant is a party with the Company or any of its Affiliates, (ii) if the Participant has no such agreement, a breach of the material terms of Participant’s employment (including, without limitation, the material policies of the Company or any of its Affiliates, as applicable); (iii) the willful failure or refusal to perform Participant’s material duties for the Company or any of its Affiliates, as applicable; (iv) the willful insubordination or disregard of the legal directives of the Board or senior management of the Company or any of its Affiliates, as applicable, which are not inconsistent with the scope, ethics and nature of Participant’s duties and responsibilities; (v) engaging in misconduct which has a material and adverse impact on the reputation, business, business relationships or financial condition of the Company or any of its Affiliates; (vi) the commission of an act of fraud or embezzlement against the Company or any of its Affiliates; or (vii) any conviction of, or plea of guilty or nolo contendere to, a felony or of a crime involving fraud or misrepresentation; provided, however, that Cause shall not be deemed to exist under any of the foregoing clauses (i), (ii), (iii) or (iv) unless Participant has been given reasonably detailed written notice of the grounds for such Cause and, if curable, Participant has not effected a cure within 20 days of the date of receipt of such notice.

A-1

(d) “Deemed Inflows” means, that if at any time a Change in Control is consummated and to the extent that the proceeds received by MDP in such Change in Control are not cash, cash equivalents, or Readily Marketable Securities, MDP will be deemed to receive an MDP Inflow on the day on which such Change in Control transaction is consummated, and the amount of such MDP Inflow shall be equal to the fair market value of such proceeds (valued as of the date of receipt) less the reasonably expected costs of disposition of such proceeds, as determined in good faith by the Administrator.

(e) “Disability” shall have the meaning set forth in Participant’s employer’s existing long-term disability insurance plan, or, in the event that at any time there is no such insurance plan in place with respect to Participant, at such time that he or she is unable to perform his or her material job duties for the Company or any of its Affiliates by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months, as determined by a physician selected by the Company.

(f) “Initial Public Offering” means an initial public offering, after the Effective Date, of the Company’s common stock pursuant to an offering registered under the Securities Act, other than any such offerings that are registered on Form S-4 under the Securities Act (unless such offering registered on Form S-4 results in the issuance of shares of the Company’s common stock to the public that are listed on a national securities exchange).

(g) “MDP Inflows” means, as of a Measurement Date, without duplication, the aggregate of all cash, cash equivalents, Readily Marketable Securities, and Deemed Inflows received by MDP since June 15, 2010 to such Measurement Date with respect to its ownership of securities of the Company, including any proceeds (so long as such proceeds constitute cash, cash equivalents, Readily Marketable Securities or Deemed Inflows) from the sale of securities of the Company by MDP, whether by way of merger, stock sale or otherwise, and from cash dividends and other cash distributions made by the Company with respect to securities of the Company, but excluding Directors’ fees, expense reimbursements, and management, transaction or consulting fees approved by the Board. For avoidance of doubt, in each case MDP Inflows will be determined on a net basis, after giving effect to any vesting of performance vesting options that may result from receipt of such MDP Inflows, which may require an iterative calculation.

(h) “MDP Outflows” means, without duplication, the aggregate of the cash purchase price or contribution made by MDP (on a cumulative basis) with respect to or in exchange for all of the securities of the Company acquired by MDP from June 15, 2010 through the applicable Measurement Date.

(i) “Measurement Date” means each date on which an MDP Inflow or MDP Outflow shall occur, which with respect to securities received by MDP which are not Readily Marketable Securities, shall include the date that the securities either (i) become Readily Marketable Securities or (ii) are treated as Deemed Inflows.

(j) “Multiple of Money Return” is the quotient obtained by dividing (i) all MDP Outflows, by (ii) all MDP Inflows. The Multiple of Money Return shall be determined in good faith by the Administrator.

(k) “Per Share Purchase Price” means the amount determined to be the Per Share Purchase Price pursuant to the terms of the Stock Purchase Agreement (i.e., $24.3660835172395). The Per Share Purchase Price shall be equitably adjusted from time to time to account for any stock splits, stock dividends, recapitalizations, reorganizations, mergers, or other similar extraordinary transactions affecting the Common Stock, in each case as determined in good faith by the Administrator.

A-2

(l) “Post-IPO Performance Criteria” means, subject to the Participant continuing to be a Service Provider through the applicable satisfaction dates, satisfaction of both of the following conditions on at least one date (it being understood that the conditions may be satisfied on separate dates) in the period commencing on the date that is ninety (90) days following the consummation of an Initial Public Offering and ending on June 15, 2017: (i) the closing trading price on each day in the 30 consecutive day period ending on such date is equal to or greater than the Accreted Purchase Price for such date, and (ii) the closing trading price on each day in the 30 consecutive day period ending on such date is equal to or greater than an amount equal to (A) 2.25, multiplied by (B) the Per Share Purchase Price. Whether the Post-IPO Performance Criteria have been satisfied shall be determined in good faith by the Administrator.

(m) “Readily Marketable Securities” means securities (i) issued by an issuer with a market capitalization equal to or greater than $400,000,000; (ii) that are of a class of securities listed on a major national or international stock exchange; (iii) that in the aggregate, the holder thereof holds not more than 25% of the outstanding securities of such class; and (iv) that are or were issued to the holder thereof in a transaction registered under the Securities Act, the resale of which by the holder thereof is registered under the Securities Act, or such securities are registrable upon demand under the Securities Act and are or become otherwise freely tradable by the holder thereof without restriction under applicable law.

(n) “Stock Purchase Agreement” means that certain Amended and Restated Stock Purchase Agreement, dated as of June 15, 2010, by and among the Company and the other persons party thereto.

(o) “Stockholders Agreement” means that certain Management Stockholders Agreement by and between the Company and the Participant in the form attached to the Grant Notice as Exhibit D, as the same may be amended and/or restated from time to time.

1.2 Incorporation of Terms of Plan. This Agreement and the Options granted hereby are subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of this Agreement shall control.

ARTICLE 2.

GRANT OF OPTION

2.1 Grant of Option. In consideration of Participant’s past and/or continued employment with or service to the Company or any of its Affiliates and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company grants to Participant the Option to purchase any part or all of an aggregate number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement, subject to adjustments as provided in Section 12.2 of the Plan. The Option is a Non-Qualified Stock Option.

2.2 Exercise Price. The exercise price of the Shares subject to the Option shall be as set forth in the Grant Notice.

2.3 Consideration to the Company. In consideration of the grant of the Option by the Company, Participant agrees to render faithful and efficient services to the Company or any of its Affiliates. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any of its Affiliates or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or any of its Affiliates and Participant.

A-3

ARTICLE 3.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to Sections 3.2, 3.3 and 5.13 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Service shall thereafter become vested and exercisable.

(c) Notwithstanding Section 3.1(a) hereof and the Grant Notice, but subject to Section 3.1(b) hereof, the Time Vesting Schedule shall be deemed satisfied in the event of a Change in Control, or Participant’s Termination of Service due to death or Disability, and as a result, the Time Vested Options shall be fully vested and exercisable upon such event, and the Performance Vested Options shall be vested or vest if the Performance Criteria has also been satisfied prior to or as a result of such event.

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it expires and becomes unexercisable under Section 3.3 hereof.

3.3 Expiration of Option. The Option may not be exercised to any extent by any Person after the first to occur of the following events:

(a) The Expiration Date set forth in the Grant Notice, which date be ten (10) years from the Grant Date;

(b) The date of Participant’s Termination of Service by reason of Cause;

(c) The expiration of ninety (90) days from the date of Participant’s Termination of Service, unless such termination occurs by reason of Cause or Participant’s death or Disability; or

(d) The expiration of twelve (12) months from the date of Participant’s Termination of Service by reason of Participant’s death or Disability.

ARTICLE 4.

EXERCISE OF OPTION

4.1 Person Eligible to Exercise. During the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any Person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

A-4

4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof; provided, however, the Option may only be exercised for whole Shares.

4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person designated by the Company), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof:

(a) If such exercise is prior an Initial Public Offering, the delivery of a notice of intent to exercise the Option at such time and in such form as specified by the Administrator, stating that the Participant, or such other individual eligible to exercise the Option under Section 4.1 desires to exercise the Option;

(b) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;

(c) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be made by deduction from other compensation payable to Participant or in such other form of consideration permitted under Section 4.4 hereof;

(d) An executed Stockholders Agreement, joinder thereto or such other documents as the Company may require evidencing an agreement to be bound by the terms of the Stockholders Agreement, if required under Section 4.5 hereof;

(e) In the event the Shares purchasable pursuant to the exercise of this Option have not been registered under the Securities Act at the time this Option is exercised, unless waived by the Company, an Investment Representation Statement in the form attached hereto as Exhibit C;

(f) Any other written representations as may be required in the Administrator’s reasonable discretion to evidence compliance with the Securities Act or any other applicable law, rule or regulation; and

(g) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person or Persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by jurisdiction and which may be subject to change from time to time.

4.4 Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of Participant:

(a) Cash or check;

(b) Surrender of Shares (including, without limitation, Shares otherwise issuable upon exercise of the Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences to the Company and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or

A-5

(c) Following an Initial Public Offering, through the delivery of a notice that Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale directly to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale.

4.5 Restrictions on Shares. Participant hereby agrees that if the Option is exercised prior to an Initial Public Offering or Change in Control, the Shares purchased upon exercise of the Option shall be subject to the terms and conditions of the Stockholders Agreement, including, without limitation, restrictions on the transferability of Shares and the right of the Company to repurchase Shares. As a condition to exercise of the Option, Participant shall execute such documents as the Company may request agreeing to be bound by the Stockholders Agreement.

4.6 Conditions to Issuance of Shares. The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued Shares or issued Shares which have previously been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option, or portion thereof, prior to fulfillment of all of the following conditions:

(a) Acceptance for listing of such Shares on all stock exchanges on which such Shares are then listed;

(b) Completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its discretion, deem necessary or advisable;

(c) Obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d) Receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof;

(e) The Participant executing and returning to the Company the Stockholders Agreement under Section 4.5 hereof; and

(f) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

In the event any of the foregoing applies, any Shares that would otherwise have been delivered shall be delivered on the earlier of (i) the first date such limitation no longer applies, and (ii) the last date such Shares may be delivered without violating Code Section 409A.

A-6

4.7 Rights as Stockholder. The Holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of any Shares purchasable upon the exercise of any part of the Option unless and until such Shares shall have been issued by the Company and held of record by such Holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12.2 of the Plan.

ARTICLE 5.

OTHER PROVISIONS

5.1 Administration. The Administrator shall have the power to interpret the Plan, the Grant Notice and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan, the Grant Notice and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Administrator nor, any member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, the Grant Notice, this Agreement or the Option.

5.2 Option Not Transferable. Subject to Section 4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the Option have been issued, and all restrictions applicable to such Shares have lapsed. Neither the Option nor any interest or right therein shall be available to pay, perform, satisfy or discharge the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary, or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

5.3 Binding Agreement. Subject to the limitation on the transferability of the Option contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

5.4 Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the Option in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section 12.2 of the Plan (including, without limitation, an extraordinary cash dividend on such Shares), the Administrator shall make such adjustments the Administrator deems appropriate in the number of Shares subject to the Option, the exercise price of the Option and the kind of securities that may be issued upon exercise of the Option. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 12.2 of the Plan.

5.5 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 5.5, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.5. Any notice shall be deemed duly given when sent via email or when sent by overnight carrier, or certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

A-7

5.6 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.7 Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

5.8 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and all other applicable securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.9 Amendments, Suspension and Termination. To the extent permitted by the Plan, the Grant Notice and this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of the Grant Notice or this Agreement shall adversely affect the Option in any material way without the prior written consent of Participant.

5.10 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.2 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

5.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

5.12 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits hereto and thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

5.13 Section 409A. The Option granted hereby is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Option (or any portion thereof) may be

A-8

subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the Option to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

5.14 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to options, as and when exercised pursuant to the terms hereof.

5.15 No Additional Benefits. The Plan and the benefits offered under the Plan are provided by the Company on an entirely discretionary basis, and the Plan creates no vested rights. Neither the Option nor this Stock Option Agreement confers upon Participant any benefit other than as specifically set forth in this Stock Option Agreement and the Plan. Participant understands and agrees that the benefits offered under this Option and the Plan are not part of Participant’s salary and that receipt of the Option does not entitle Participant to any future benefits under the Plan or any other plan or program of the Company. The award of this Option is not part of Participant’s normal or expected compensation for purposes of calculating any: severance, resignation, redundancy, end of service, or bonus payments, long-service awards, pension or retirement benefits, or similar payments.

5.16 Data Privacy. By acceptance of the Option, Participant consents to the collection, use, processing, and transfer of personal data as described in this paragraph. Participant understands that the Company and its Affiliates hold some personal information about Participant, including Participant’s name, home address and telephone number, date of birth, tax identification number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in Participant’s favor (the “Data”), for the purpose of managing and administering the Plan. Participant further understands that the Company and its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration, and management of the Option and Participant’s participation in the Plan, and that the Company and any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration, and management of the Plan. Participant understands that these recipients may be located in the United States and elsewhere. Participant authorizes them to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of implementing, administering, and managing the Option and Participant’s participation in the Plan, including any transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares acquired pursuant to the Plan. Participant understands and further authorizes the Company and each of its Affiliates to keep Data in Participant’s personnel file. Participant also understands that he or she may, at any time, review Data, require any necessary amendments to Data, or withdraw the consents herein by contacting the Company in writing. However, withdrawal of Participant’s consent may affect Participant’s ability to exercise the Option and to participate in the Plan.

A-9

EXHIBIT B

CONSENT OF SPOUSE

I,                                 , spouse of                                 , have read and approve the foregoing TransUnion Corp. Stock Option Agreement (as amended from time to time the “Agreement”). In consideration of issuing to my spouse the shares of the common stock of TransUnion Corp. set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares of common stock par value $0.01 per share of TransUnion Corp. issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

Dated:             , 2010
	Signature of Spouse

B-1

EXHIBIT C

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT:	«First_Name» «Last_Name»
COMPANY:	TRANSUNION CORP.
SECURITY:	NON-VOTING COMMON STOCK
AMOUNT:
DATE :	,

In connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:

1. The Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. The Participant is acquiring these Securities for investment for the Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

2. The Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Participant’s investment intent as expressed herein. In this connection, the Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if the Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. The Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Participant further acknowledges and understands that the Company is under no obligation to register the Securities. The Participant understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws.

3. The Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Participant, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Exchange Act); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable.

C-1

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above.

4. The Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. The Participant understands that no assurances can be given that any such other registration exemption will be available in such event.

Signature of the Participant:

Date:             , 20    

C-2

EXHIBIT D

STOCKHOLDERS AGREEMENT

D-1

EX-10.5

Exhibit 10.5

TRANSUNION CORP.

SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT

THIS AGREEMENT is made as of June     , 2010, between TransUnion Corp, a Delaware corporation (together with all of its current and future direct and indirect subsidiaries, the “Company”), and                                          (the “Executive”). Capitalized terms are defined either in the text of this Agreement or Section 9.

WHEREAS, Executive currently serves as a senior management employee of the Company, and has significant responsibility for the Company’s continued growth and success;

WHEREAS, in [his/her] role, Executive regularly is in receipt of the Company’s confidential information and trade secrets concerning all aspects of the Company’s business; and

WHEREAS, in order to protect such confidential information and trade secrets and in order to continue to incent Executive to perform to the highest possible standards, Executive and the Company desire to enter into this Severance and Restrictive Covenant Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows:

Section 1.         Severance.     Upon either (i) the Company’s Termination of Executive’s employment without Cause or (ii) Executive’s resignation for Good Reason (each a “Covered Termination”), Executive shall be entitled to receive, subject to the conditions set forth herein, each of the following amounts or other benefits:

(a)         Executive’s Base Salary Multiple;

(b)         if a Covered Termination occurs on or after July 1 in a given calendar year, a Pro Rata portion of Executive’s Bonus for the year in which a Covered Termination occurs;

(c)         a lump sum amount equal to the Company’s estimate of the COBRA premiums for the 18-month period following a Covered Termination if Executive, for himself/herself and his/her eligible dependents, continued on COBRA for such period;

(d)         the services of an outplacement agency of Executive’s choosing for a period of up to one year and with a maximum value of $35,000 (any payments pursuant to this Section 1(d) shall be made directly to the outplacement firm for services rendered upon receipt of satisfactory documentation), provided that the payment or reimbursement must be completed no later than the last day of the second calendar year following the calendar year in which the Covered Termination occurs);

(e)         if a Covered Termination occurs on or after October 1 in a given calendar year, an amount equal to the Company’s 401(k) match and retirement contribution that Executive would have received for the year in which a Covered Termination occurs if [his/her] 401(k) contributions had continued at the same pace and if Executive had remained employed on the last day of that year.

Executive shall be entitled to receive the payments and benefits provided in this Section 1 if and only if (i) Executive has executed and delivered to the Company a general release in the form set forth in Exhibit A attached hereto (the “General Release”) following a Covered Termination and the General Release has become effective within 60 days following the date of such Termination, (ii) Executive has complied in all respects and continues to comply in all respects with the provisions of Section 2, Section 3 and Section 5, and (iii) Executive has complied in all respects and continues to comply in all respects with the provisions of those agreements listed on Annex A-1 (including any successor agreements or similar agreement or policy of the Company consented to by Executive). All payments and other benefits owed to Executive under this Section 1 shall be subject to the terms and conditions of Section 7, and shall be paid as follows, except as modified by Section 7: (a) the amounts in clause (a) shall be paid in regular equal installments in accordance with the Company’s customary payroll practices over a period of 18 months, but in no event less frequently than monthly, (b) the amounts in clause (b) shall be paid at the same time as the Company pays its other bonuses for such year, (c) the benefit in clause (c) shall be paid within 60 days following the Covered Termination, (d) the benefits in clause (d) shall be paid in accordance with their terms, and (e) the amounts in clause (e) shall be paid within 60 days following the Covered Termination. Executive shall not be entitled to any other salary, compensation or benefits following termination of employment with the Company, except as otherwise specifically provided for in the Company’s employee benefit plans, in a written agreement between the Company and Executive or as otherwise expressly required by applicable law.

This Section 1 does not govern and the General Release is not required with respect to, payment of accrued but unpaid salary, accrued but unpaid paid time off, any rights under any separate deferred compensation plan, and any rights under benefit plans such as the Company’s 401(k) Plan as of the termination of employment.

Section 2.     Noncompetition. Executive acknowledges and agrees with the Company that Executive’s services to the Company are unique in nature and that the Company would be irreparably damaged if Executive were to provide similar services to any person or entity competing with the Company. Executive accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the first anniversary of Executive’s Termination (the “Noncompetition Period”), Executive shall not, directly or indirectly, either for [himself/herself] or for any other individual, corporation, partnership, joint venture or other entity, participate in any Competitive Business (including, without limitation, any division, group or franchise of a larger organization). For purposes of this Agreement, the term “participate in” (with the term “participating in” having a correlative meaning with the foregoing) shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture

- 2 -

or other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise). Notwithstanding the foregoing, if Executive resigns without Good Reason, such Executive shall only be prohibited from, directly or indirectly, either for [himself/herself] or for any other individual, corporation, partnership, joint venture or other entity, participating in any Limited Competitive Business (including, without limitation, any division, group or franchise of a Limited Competitive Business).

The foregoing ownership restrictions on Executive pursuant to this Section are not applicable to any passive investment made by Executive in any public entity that is or includes a Competitive Business, provided such investment is not greater than 3% of such Competitive Business.

Section 3.         Nonsolicitation. Executive further covenants and agrees that during the Noncompetition Period, Executive shall not, directly or indirectly (i) induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any such employee, (ii) hire directly or through another entity any person who is then an employee of the Company or was an employee of the Company within six months preceding the date of such attempted hiring, (iii) induce or attempt to induce any customer or client of the Company to (A) cease doing business with the Company or (B) acquire any Competitive Service from any person or entity other than the Company or (iv) in any way interfere with the relationship between any such customer or client and the Company. For purposes of this Agreement, the term “customer or client” means, while Executive is employed, any customer or client (with client including data and information providers to the Company) of the Company during the period from the date of this Agreement to the date of Termination and, for portions of the Noncompetition Period following the date of Termination, any customer or client (including data providers) of the Company at Termination or within the six months preceding the Termination. Notwithstanding the foregoing, if Executive resigns without Good Reason, the restrictions in clause (iii) and (iv) above shall only apply when such activities are on behalf of a Limited Competitive Business (and, for the avoidance of doubt, the restrictions in clause (i) and (ii) shall not be similarly limited; provided, that the restrictions in clause (i) and (ii) shall only apply to inducements, interferences and hiring for purposes of offering a Competitive Service).

Section 4.         Geographic Scope. The provisions of Section 2 and Section 3 shall apply, while Executive is employed, to countries in which the Company conducts business during the period from the date of this Agreement to the date of Termination and, with respect to portions of the Noncompetition Period following the date of Termination, to the countries in which (i) the Company conducted business at Termination or (ii) at the time of Executive’s Termination, the Company had approved plans to conduct business within the following 12 months.

Section 5.         Nondisparagement. During the Noncompetition Period, except in furtherance of Executive’s duties to the Company during [his/her] employment, Executive shall not, directly or indirectly, disparage the Company and/or communicate, either in writing or orally, any statement that bears negatively on the Company’s reputation, services, products, principals, customers, policies, adherence to the law (unless otherwise required by law), shareholders, officers, directors, officials, executives, employees, agents, representatives, business or other legitimate interests of the Company.

- 3 -

Section 6.         Acknowledgements. Executive acknowledges that the restrictions contained in this Agreement do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. Executive agrees and acknowledges that the potential harm to the Company resulting from the non-enforcement of Section 2, Section 3, or Section 5 outweighs any potential harm to Executive of the enforcement of such provisions by injunction or otherwise. Executive acknowledges that [he/she] has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full agreement regarding their necessity for the reasonable and proper protection of the business goodwill and competitive positions of the Company now existing or to be developed in the future and that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. The Company agrees that it will provide notice of any purported violations of this Agreement by Executive, as well as an opportunity during the 30 days thereafter to cure the purported violations; provided that the violations are not willful violations and can reasonably be cured within 30 days.

Section 7.         Section 409A Compliance.

(a)         The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A.

(b)         A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(c)         Notwithstanding any other payment schedule provided herein to the contrary, if the Company or appropriately-related affiliates become publicly-traded and you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply:

(i)         With regard to any payment that is considered “non-qualified deferred compensation” under Code Section §409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section §409A. Upon the expiration of the Delay Period, all

- 4 -

payments delayed pursuant to this Section 7 (whether otherwise payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein; and

(ii)         To the extent that any benefits to be provided during the Delay Period are considered “non-qualified deferred compensation” under Code Section §409A payable on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section §409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified in this Agreement.

(d)         To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by Executive of the General Release, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within 60 days following the date of the termination of Executive’s employment with the Company. If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply:

(i)         To the extent any such cash payments or continuing benefits to be provided are not “non-qualified deferred compensation” for purposes of Code Section §409A, then such payments or benefits shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement applied as though such payments commenced immediately upon the termination of Executive’s employment with the Company, and any payments made after the Release Effective Date shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of Executive’s employment with the Company.

(ii)         To the extent any such cash payments or continuing benefits to be provided are “non-qualified deferred compensation” for purposes of Code Section §409A, then such payments or benefits shall be made or commence upon the date provided in Section 7(d)(i), provided that if the 60th day following the termination of Executive’s employment with the Company falls in the calendar year following the calendar year containing the date of termination, the payment will be made no earlier than the first business day of that following calendar year. The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the termination of Executive’s employment with the Company, and any payments made after

- 5 -

the first such payment shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of Executive’s employment with the Company.

(e)         To the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Code §409A, (i) all such expenses or other reimbursements under this Agreement shall be made in accordance with the Company’s normal procedures for reimbursement but in any event on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(f)         For purposes of Code Section §409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 60 days following the date of termination”), the actual date of payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of this Agreement to the contrary, in no even shall any payment under this Agreement that constitutes “non-qualified deferred compensation” for purposes of Code Section §409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Code Section §409A.

Section 8.         Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

To the Company:

555 W. Adams

Chicago, IL 60661

Facsimile No: (312) 466-7706

Attention: EVP HR

To Executive:

At the address contained in the Company’s personnel records.

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or the next business day if sent by overnight courier or, if mailed, five days after deposit in the U.S. mail.

- 6 -

Section 9.         Definitions.     For purposes of this Agreement, the following definitions will apply:

(a)         “Base Salary Multiple” shall mean an amount equal to 1.5 times (or 150% of) the sum of (i) Executive’s annualized base salary during the year a Covered Termination occurs and (ii) the average of Executive’s previous two years of actual annual bonuses under the annual bonus plan maintained by the Company.

(b)         “Board” shall mean the Company’s board of directors.

(c)         “Bonus” shall mean with respect to Executive, the target bonus amount Executive could receive for performance during the year a Covered Termination occurs pursuant to the Company’s annual bonus plan assuming Executive had remained an employee of the Company for the remainder of the annual performance period and the performance goals established by the Board (or any Committee thereof) in conjunction with such target annual bonus were achieved.

(d)         “Cause” shall have the meaning given to such term in an employment or similar agreement entered into by Executive with the Company or any of its Affiliates, or in the absence of such an agreement shall mean any of the following as determined by the Board in its good faith discretion: (i) the material breach by Executive of the terms of any employment agreement, if any, or any severance agreement to which Executive is a party with the Company or any of its Affiliates, (ii) a breach of the material terms of Executive’s employment (including, without limitation, the material policies of the Company or any of its Affiliates, as applicable); (iii) the willful failure or refusal to perform Executive’s material duties for the Company or any of its Affiliates, as applicable; (iv) the willful insubordination or disregard of the legal directives of the Board or senior management of the Company or any of its Affiliates, as applicable, which are not inconsistent with the scope, ethics and nature of Executive’s duties and responsibilities; (v) engaging in misconduct which has a material and adverse impact on the reputation, business, business relationships or financial condition of the Company or any of its Affiliates; (vi) the commission of an act of fraud or embezzlement against the Company or any of its Affiliates; or (vii) any conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving fraud or misrepresentation; provided, however, that Cause shall not be deemed to exist under any of the foregoing clauses (i), (ii), (iii) or (iv) unless Executive has been given reasonably detailed written notice of the grounds for such Cause and, if curable, Executive has not effected a cure within 20 days after the date of receipt of such notice.

(e)         “Competitive Business” shall mean any business or person that has operations that offer a Competitive Service. Without limiting the foregoing, each of the following (together with their respective successors, assigns and Affiliates) at Termination shall be deemed to be a Competitive Business: The Dun & Bradstreet Corporation, Equifax, Inc., Experian Group Limited or Fair Isaac Corporation.

- 7 -

(f)         “Competitive Service” means any product or service that competes with, or is meant to compete with, any product or service provided by the Company as (i) offered by the Company as of Termination, or (ii) at the time of Termination, planned to be offered by the Company within the next 12 months.

(g)         “Good Reason” shall have the meaning given to such term in an employment or similar agreement entered into by Executive with the Company, or in the absence of such an agreement shall mean, with respect to Executive’s resignation of employment with the Company, the occurrence, without Executive’s consent, of any of the following events: (i) the Company materially reduces the amount of Executive’s base salary or bonus opportunity (other than as a result of substantially similar reductions applicable to all senior executives of the Company which are effected by the Company due to adverse business conditions, or the reasonable possibility thereof, as determined by the Board), (ii) the Company materially reduces Executive’s position, duties, or authorities, (iii) the Company changes Executive’s place of work to a location more than 50 miles from [his/her] pre-change place of work, or (iv) the Company materially breaches this Agreement, including specifically any breach of Section 10(b) relating to indemnification; provided that (i) Executive must give written notice to the Company of the event alleged to constitute Good Reason within 30 days following the occurrence thereof and must actually leave employment within 15 days following the date of such notice.

(h)         “Limited Competitive Business” shall mean any operating unit or business segment of any of the following companies (including any of their successors, assigns or Affiliates) as of the Termination: The Dun & Bradstreet Corporation, Equifax, Inc., Experian Group Limited or Fair Isaac Corporation.

(i)         “person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

(j)         “Pro Rata” means the fraction, the numerator of which is the number of days in the calendar year that have elapsed to, and including, Termination, and the denominator of which is 365.

(k)         “Termination” shall mean the date of termination of employment with the Company for any reason.

Section 10. General Provisions.

(a)         Not an Employment Agreement.     Executive and the Company acknowledge and agree that this Agreement is not intended and should not be construed to grant Executive any right to continued employment with the Company or to otherwise define the terms of Executive’s employment with the Company.

(b)         Indemnification.     As a material condition to Executive’s agreeing to these new restrictions, the Company will not amend, modify, or repeal any provision of the Company’s Certificate of Incorporation or By-laws that was in effect as of the date of this Agreement if such amendment, modification or repeal would materially and adversely affect Executive’s right to indemnification by the Company, nor will the Company violate or breach any obligation of the Company to indemnify Executive or advance any expenses to Executive as a result of actions by Executive as an officer, director, agent, representative or employee of the Company.

- 8 -

(c)         Absence of Conflicting Agreements. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which [he/she] is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or any agreement or contract requiring Executive to assign inventions to another person and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that [he/she] has consulted with independent legal counsel regarding [his/her] rights and obligations under this Agreement and that [he/she] fully understands the terms and conditions contained herein.

(d)         Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. If, at the time of enforcement of Section 2 or Section 3, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law.

(e)         Complete Agreement.     This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(f)         Counterparts.     This Agreement may be executed in separate counterparts (including by means of electronic signature pages), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(g)         Successors and Assigns.     Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and Executive and their respective successors and assigns; provided that the rights and obligations of Executive under this Agreement may not be assigned or delegated without the prior written consent of the Company and provided further that the assignment cannot increase the nature and scope of the restrictive covenants without Executive’s written consent.

(h)         Choice of Law.     All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Illinois.

- 9 -

(i)         WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL), THE COMPANY AND EXECUTIVE EACH EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(j)         Remedies. Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its/his/her favor. The parties hereto agree and acknowledge that Executive’s breach of any term or provision of this Agreement shall materially and irreparably harm the Company, that money damages shall accordingly not be an adequate remedy for any breach of the provisions of this Agreement by Executive and that the Company in its sole discretion and in addition to any other remedies it may have at law or in equity shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction in order to enforce or prevent any violations of the provisions of this Agreement (without posting any bond or deposit).

(k)         Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Executive.

(l)         No Mitigation of Damages. The provisions of this Agreement are not intended to, nor shall they be construed to, require that Executive seek or accept other employment following a Termination and amounts payable and welfare benefits provided under this Agreement to Executive shall not be reduced by Executive’s acceptance of (or failure to seek or accept) employment with another person. The Company’s obligations to make the payment and provide the welfare benefits required for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set off, counterclaim, recoupment, defense or other claim, rights or action that the Company may have against Executive or others.

*  *  *  *  *

- 10 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

THE COMPANY:
TRANSUNION CORP.
By:
	Name: Title:
THE EXECUTIVE:
By:
	Name: Title:

ANNEX A-1

Exhibit A

GENERAL RELEASE

I,                                 , in consideration of and subject to the performance by TransUnion Corp., a Delaware Corporation (together with its subsidiaries, the “Company”), of its obligations under my Severance and Restrictive Covenant Agreement, dated as of June     , 2010 (the “Severance Agreement”), do hereby release and forever discharge as of the date hereof the Company, its subsidiaries and its affiliates and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company, its subsidiaries and its affiliates and the Company’s direct or indirect owners (collectively, the “Released Parties”) to the extent provided below.

1.         I understand that any payments or benefits paid or granted to me under Section 1 of the Severance Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I shall not receive the payments and benefits specified in Section 1 of the Severance Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. Such payments and benefits shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates. [I also acknowledge and represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company.]²

2.         Except as provided in paragraph 4 below and except for the provisions of the Severance Agreement, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company and its subsidiaries (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or

² Include if true.

procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

3.         I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4.         The parties agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release, nor does it waive any rights I may have to indemnification or advancement of fees and expenses in connection with indemnification.

5.         I agree that I am waiving all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever (including, without limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of injunctive relief). Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law (including, without limitation, the right to file an administrative charge or participate in an administrative investigation or proceeding); provided that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding.

6.         In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including, without limitation, those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Separation Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company or any other Released Party, or in the event I should seek to recover against the Company or any other Released Party in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

7.         I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any other Released Party or myself of any improper or unlawful conduct.

8.         I agree that I will forfeit all amounts payable by the Company and its Subsidiaries pursuant to the Severance Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or any other Released Parties with respect to matters released above, I shall pay all costs and expenses of

Exhibit

A-2

defending against the suit incurred by the Released Parties (including, without limitation, reasonable attorneys’ fees, and return all payments received by me pursuant to the Severance Agreement).

9.         I agree that this General Release and the Severance Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Severance Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I shall instruct each of the foregoing not to disclose the same to anyone. Notwithstanding the foregoing, I can disclose the restrictive covenants in the Severance Agreement to any person or entity from which I am seeking employment or another relationship potentially covered by such covenants. so long as I advise such person or entity to, and they agree to, keep them confidential.

10.         The non-disclosure provisions in this General Release do not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any other self-regulatory organization or governmental entity.

11.         I agree to reasonably cooperate with the Company in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party. I understand and agree that my cooperation may include, but not be limited to, making myself available to the Company and its subsidiaries upon reasonable notice for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company and its subsidiaries pertinent information; and turning over to the Company all relevant documents which are or may come into my possession all at times and on schedules that are reasonably consistent with my other permitted activities and commitments. I understand that in the event the Company asks for my cooperation in accordance with this provision, the Company shall reimburse me solely for reasonable travel expenses (including lodging and meals) upon my submission of receipts.

12.         I agree not to disparage the Company, its and its Subsidiaries’ past and present investors, officers, directors or employees or its affiliates (unless otherwise required by law) and to keep all confidential and proprietary information about the past or present business affairs of the Company and its subsidiaries and its affiliates confidential unless a prior written release from the Company is obtained or as required by law. I further agree that as of the date hereof, I have returned to the Company any and all property, tangible or intangible, relating to its Subsidiaries’ business, which I possessed or had control over at any time (including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that I shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data.

13.         Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Severance Agreement after the date hereof.

Exhibit

A-3

14.         Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

I HAVE READ IT CAREFULLY;

I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

I HAVE BEEN ADVISED IN WRITING BY MEANS OF THIS GENERAL RELEASE AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON                          ,         TO CONSIDER IT AND THE CHANGES MADE SINCE THE                          ,         VERSION OF THIS GENERAL RELEASE ARE NOT MATERIAL AND SHALL NOT RESTART THE REQUIRED 21-DAY PERIOD OR I HAVE ELECTED TO SIGN THIS RELEASE PRIOR TO THE END OF SUCH 21-DAY PERIOD;

THE CHANGES TO THE SEVERANCE AGREEMENT SINCE                          ,         EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.

I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY ATTORNEY RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT

Exhibit

A-4

IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

DATE:                         

Exhibit

A-5

EX-10.6

		Exhibit 10.6
	555 W. Adams Chicago, IL 60661 Tel 312-258-1717 www.transunion.com                 October 3, 2007

Mr. Siddharth N. Mehta

Re: Employment Agreement

Dear Bobby:

Trans Union Corp., a Delaware corporation (the “Company”), is pleased to extend to you an offer of employment by the Company on the terms and conditions set forth in this letter agreement (this “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in Section 16 hereof.

1. Term. The term of this Agreement shall be the period beginning on August 22, 2007 and ending on August 31, 2010 (the “Term”). Thereafter, as of the date the Term (as it may be extended from time to time under this Section 1) would otherwise end, the Term will be automatically extended for twelve (12) months, unless one party to this Agreement provides notice of non-renewal at least 180 days before the day that would be the last day of this Agreement in the absence of such renewal.

2. Duties. You will be employed by the Company as its President and Chief Executive Officer (“CEO”). You will report directly to the Board of Directors of the Company (the “Board”). As President and CEO, your duties and responsibilities will include such duties and responsibilities customarily performed by persons holding similar positions at companies engaged in similar businesses.

3. Required Time and Attention.

(a) While you are employed by the Company, you agree to devote all of your full business time, attention, skill and effort exclusively to the performance of your duties and responsibilities to the Company. Unless specifically authorized by the Board in writing, you agree not to work for, consult with or provide personal services to, any Person other than the Company, including, without limitation, any work, consulting or services after business hours, on weekends or during vacation time.

(b) Notwithstanding anything herein to the contrary, nothing shall preclude you from (i) serving, with the prior approval of the Board, on the advisory boards and boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs; or (iii) managing your personal investments and affairs; provided that such activities do not materially interfere with the proper performance of your duties and responsibilities hereunder and are not otherwise considered to be inappropriate by the Board. A list of the current boards on which you sit that have been approved by the Board is attached hereto as Exhibit A.

(c) You acknowledge and agree that you will exercise the highest degree of loyalty and care and that you will act at all times in the best interests of the Company and its reputation. In keeping with these duties, you will make full disclosure to the Board of all business opportunities pertaining to the Company’s business and shall not appropriate for your own benefit business opportunities concerning the subject matter of the fiduciary relationship.

Siddharth N. Mehta

October 3, 2007

Page 2

4. Compensation.

(a) Base Salary. During your period of employment during the Term of this Agreement, you will be paid an annualized base salary of not less than $900,000 (the “Base Salary”). Your Base Salary shall be paid in periodic installments in accordance with the Company’s payroll practices as such practices may be changed from time to time. The Base Salary will be reviewed at least annually by the Board or its Compensation Committee and will be subject to increase based on performance.

(b) Annual Incentives. During your period of employment during the Term of this Agreement, you will participate in the annual bonus plan maintained by the Company (the “Annual Bonus Plan”), subject to performance goals and procedures established by the Compensation Committee in consultation with you. Subject to the terms and conditions of the Annual Bonus Plan, you will have a target bonus opportunity of 100% of Base Salary and a maximum bonus opportunity of 200% of Base Salary. However, if the minimum performance goals for an annual performance period as established by the Compensation Committee are not satisfied, no bonus will be payable for such annual performance period. Your bonus for an annual performance period, if any, shall be payable, at your option, in either cash or restricted shares of the Company’s common stock in which you will be immediately 100% vested at the time of the bonus award. Any such grant of restricted shares shall be subject to the terms of a restricted stock award agreement, in such form as the Company may be using at the time of such grant. A copy of the current form of restricted stock award agreement is attached hereto as Exhibit B. You must notify the Company in writing of your election to receive your bonus in cash or restricted shares at least five (5) days prior to the annual bonus award date. If you fail to so notify the Company, your bonus for that annual performance period, if any, will be payable in restricted shares. Subject to the terms and conditions of the Annual Bonus Plan and the provisions of Section 8 below, you shall be paid a pro-rated bonus in the amount of $325,000 for the 2007 annual performance period, payable in either cash or restricted shares in accordance with the above election provisions. Notwithstanding the foregoing, the Company may make changes to the Annual Bonus Plan that are applicable to all executive employees of the Company generally.

(c) Long-Term Incentives

(i) Sign-on Grant. As soon as practicable following the commencement of your employment, you will receive an award of restricted stock (or, in the discretion of the Compensation Committee, restricted stock units) of the Company with the market value of such restricted stock (or restricted stock units) equal to $5,000,000 on the date of grant (the “Sign-On Grant”). Subject to your continuous employment with the Company through the date of vesting, the Sign-On Grant shall be 100% vested on the earliest of: (A) the third anniversary of the date your employment commences; (B) the date of a Change in Control; (C) the date of your death; (D) the date your employment terminates due to your Permanent Disability; (E) the date the Company terminates your employment without Cause; or (F) the date you Resign with Good Reason. If the Company terminates your employment with Cause or you Resign without Good Reason prior to the full vesting of your Sign-On Grant, you shall forfeit the entire Sign-On Grant.

(ii) Annual Grants. Beginning with the 2008 annual grant cycle, you will be eligible for awards under the long-term incentive plan maintained by the Company, as determined by the Board or the Compensation Committee. Notwithstanding the foregoing, the Company may make changes to its long-term incentive plan that are applicable to all executive employees generally.

Siddharth N. Mehta

October 3, 2007

Page 3

(d) Withholding. All compensation payable to you by the Company, including, without limitation, your Base Salary, annual incentives and long-term incentives, if any, shall be subject to all applicable withholding and deductions, in accordance with applicable law and the Company’s payroll practices and other procedures, as may be changed from time to time.

5. Benefits. Subject to applicable law, you shall also be entitled to participate in any medical, dental or fringe benefit plans on terms, including co-pay and other similar arrangements, no less favorable than benefits which the Company may provide from time to time to similarly situated executive employees of the Company. You shall also be entitled to take twenty-nine (29) days of paid time off during each 12-month period of employment during the Term approved in accordance with Company policy for similarly situated executive employees, as such policy may change from time to time. You shall be entitled to participate in any deferred compensation programs (including under the Retirement and 401(k) Supplemental Agreement) to the extent you are eligible and said programs are available to other similarly situated executive employees.

6. Reimbursement of Expenses; Perquisites. Subject to compliance with any applicable policies of the Company, as amended from time to time, you shall be entitled to receive reimbursement, upon submission of reasonable supporting documentation, for all reasonable business expenses incurred by you in connection with the development and performance of your duties under this Agreement, on terms not less favorable than the terms by which the Company reimburses expenses for other similarly situated executive employees of the Company, it being agreed that any expense the Company reimburses will be subject to an “accountable plan” that contains provisions satisfying any requirements of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. You will be provided with the same perquisites provided to other similarly situated executive employees of the Company.

7. Termination of Agreement.

(a) Unless terminated earlier by either party pursuant to this Agreement, your employment with the Company shall terminate upon expiration of the Term (including any extensions thereof as provided in Section 1). You acknowledge and agree that all provisions and post-employment obligations contained in Sections 10 and 11 of this Agreement shall survive the termination of your employment and will remain in effect, according to their respective terms; you further acknowledge that your agreement to comply with said obligations in Sections 10 and 11 – specifically including but not limited to the Restrictive Covenant provisions of Section 10 – constitutes an integral and material term upon which the Company has relied when entering into this Agreement.

(b) Notwithstanding anything contained in this Agreement to the contrary, your employment by the Company may be terminated by you or the Company for any reason or no reason whatsoever prior to the end of the Term. The Company’s termination of your employment without Cause or your Resignation shall be effected upon 30 days’ prior written notice, and the date of termination in either such case will be the last day of such 30-day notice period. At the Company’s sole option, you may be released from your employment duties and obligations prior to the expiration of such 30-day notice period. Notwithstanding the foregoing, this Agreement and your employment by the Company shall automatically terminate upon your death, Permanent Disability or the Company’s termination of your employment for Cause.

8. Termination Obligations.

(a) Except as otherwise provided in this Section 8, the Company’s obligations to you under this Agreement will terminate as of the date of the termination of your employment, for whatever reason, except that the Company will pay you (i) your Base Salary through the date of

Siddharth N. Mehta

October 3, 2007

Page 4

termination (including termination due to your death or Permanent Disability) at the time such Base Salary would otherwise have been payable and (ii) all Company benefits which vested or accrued as a result of your employment on or prior to the date of termination, at the time or times such benefits otherwise would have been payable.

(b) Subject to your compliance with Sections 10 and 11 and your execution of a general release in favor of the Company and its Affiliates, in the form attached hereto as Exhibit C, following the Company’s termination of your employment without Cause or your Resignation for Good Reason, in addition to the payments made pursuant to Section 8(a) above, you will be entitled to: (i) a lump sum payment equal to four times your Base Salary, payable thirty (30) days after your termination of employment; (ii) a lump sum payment equal to your target bonus under the Annual Bonus Plan for the year in which your termination of employment occurs, which shall be subject to a pro-rata reduction to reflect the portion of the annual performance period following the date of employment termination, payable thirty (30) days after your termination of employment; (iii) the acceleration of the vesting of your Sign-On Grant to the extent not previously vested, so that the Sign-On Grant will be 100% vested; and (iv) for the 24-month period following the date of termination, the Company will continue to provide medical and dental benefits to you and your eligible dependents as if you had remained an active executive employee of the Company. The applicable period of health benefit continuation under the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) shall begin on your date of termination. You expressly agree that in the event you breach your obligations under Sections 10 or 11, (i) you shall be required to immediately repay the full amount of the lump sum payments described in Sections 8(b)(i) and 8(b)(ii) above; (ii) you shall immediately forfeit that portion of the Sign-On Grant that became vested due to the acceleration provisions of this Section 8(b) (and you shall be required to repay any and all proceeds from the sale, transfer or other disposition of such portion of the Sign-On Grant); (iii) the Company’s obligation to continue to provide medical and dental benefits pursuant to Section 8(b)(iv) above shall immediately terminate; and (iv) such repayment, forfeiture and cessation of benefits shall be in addition to, and not in lieu of, all other legal and equitable remedies available to the Company.

(c) Following the date of the Company’s termination of your employment for Cause, the date of your Resignation without Good Reason or the date of your death or Permanent Disability, the Company will have no further obligations, liabilities or responsibilities to you aside from those payments required pursuant to Section 8(a) above.

9. Compliance with Covenants. The Company’s obligation to continue to make payments to you post-termination or cessation of employment, in accordance with the terms of this Agreement, is expressly conditioned upon your complying in all respects and continuing to comply in all respects with your obligations under Sections 10 and 11 hereof following the date of termination.

10. Restrictive Covenants.

(a) You acknowledge and agree that the Company has expended and will expend substantial time, effort and resources in developing and maintaining its “Confidential Information and Trade Secrets”, as that phrase is defined in the “Employee’s Agreement Regarding Inventions, Confidential Information and Trade Secrets” (the “Confidentiality Agreement”), which is attached as Exhibit D hereto and which is fully incorporated herein. You therefore agree that, contemporaneously with your execution of this Agreement, you also will execute the Confidentiality Agreement and shall comply with all the terms and conditions thereof.

(b) You covenant and agree that, at all times during your employment and for a period of twelve (12) months following the date your employment with the Company and/or any Affiliates terminates, for any reason (the “Restricted Period”), you shall not, except as expressly

Siddharth N. Mehta

October 3, 2007

Page 5

permitted by this Agreement, directly or indirectly own an interest in, operate, join, control, advise, work for, consult to, have a financial interest which provides any control of, or participate in, any Competitor. This prohibition applies anywhere within North America, including Canada, the United States of America and Mexico, the Republic of South Africa and Hong Kong. This covenant does not prohibit the mere ownership of less than one percent (1%) of the outstanding stock of any publicly-traded corporation as long as you do not actually control such corporation and are not otherwise in violation of this Agreement.

(c) You covenant and agree that, at all times during the Restricted Period, you shall not except as expressly permitted by this Agreement, directly or indirectly, on your own behalf or on behalf of any other Person, (i) contact, solicit, induce or recruit any Customer to acquire any Competitive Product or Service from any Person other than the Company or its affiliates, or (ii) receive commissions, agency fees, or compensation of any kind directly based on sales of any Competitive Product or Service to any Customer or otherwise relating to the placement, negotiation or transfer of any Competitive Product or Service with or to any Customer. Notwithstanding the foregoing however, this provision shall not restrict or prohibit you from selecting any Competitive Product or Service in a capacity as an officer or director of any Person, including any Customer.

(d) You agree that the Company has invested and will invest substantial time and effort in acquiring and maintaining its workforce. Accordingly, you agree that at all times during your employment and for a period of twenty four (24) months following the date your employment with the Company and/or any Affiliates terminates, for any reason (the “Employee Non-Solicitation Period”), you shall not, nor cause any other Person to, (i) hire away any individual who was employed by the Company or any Affiliate at any time on or after that date which is six (6) months prior to your termination of employment, or (ii) directly or indirectly, entice, solicit or seek to induce or influence any such individual to leave their employment. Notwithstanding the foregoing, the restrictions set forth in this Section 10(d) shall cease to apply with respect to any individual (other than yourself) upon such individual’s ceasing to be employed by the Company or any Affiliate for a period of six (6) consecutive months.

(e) You covenant and agree that, at all times during the Restricted Period, you shall not, except as expressly permitted by this Agreement, divert or attempt to divert or take advantage of or attempt to take advantage of any actual or potential business or opportunities of the Company, of which you became aware as the result of your employment with the Company and which relate specifically to the Business, or any part thereof, as conducted or, to your knowledge, planned to be conducted, as of the date of termination of your employment with the Company or at any time within the twelve (12) month period immediately preceding the date of termination or the date of such conduct (if you are then employed by the Company).

(f) You acknowledge that should you violate any of the covenants contained in Section 10 hereof (collectively, the “Restrictive Covenants”), it will be difficult to determine the resulting damages to the Company and its Affiliates and, in addition to any other remedies the Company and its Affiliates may have, (i) the Company and its Affiliates shall be entitled to temporary injunctive relief without being required to post a bond and permanent injunctive relief without the necessity of proving actual damage; and (ii) the Company shall have the right to offset payments of compensation hereunder solely to the extent of any money damages incurred or suffered by the Company and its Affiliates which have been agreed to by the Company and you in writing or determined with finality by a court of competent jurisdiction. The Company may elect to seek one or more of these remedies at its sole discretion on a case-by- case basis. Failure to seek any or all remedies in one case shall not restrict the Company from seeking any remedies in another situation. Such action by the Company shall not constitute a waiver of any of its rights.

Siddharth N. Mehta

October 3, 2007

Page 6

(g) It is the parties’ intent that each of the Restrictive Covenants be read and interpreted with every reasonable inference given to its enforceability. However, it is also the parties’ intent that if any term, provision or condition of the Restrictive Covenants is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions thereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Finally, it is also the parties’ intent that if a court should determine any of the Restrictive Covenants are unenforceable because of over-breadth, then the court shall modify said covenant so as to make it reasonable and enforceable under the prevailing circumstances.

(h) In the event of any breach by you of any Restrictive Covenant, the running of the period of restriction shall be automatically tolled and suspended for the duration of such breach, and shall automatically recommence when such breach is remedied in order that the Company shall receive the full benefit of your compliance with each of the Restrictive Covenants.

(i) You agree that the Restrictive Covenants shall be enforced independently of any other obligations between the Company, on the one hand, and you, on the other (other than the Company’s obligation to make payments hereunder), and that the existence of any other claim or defense shall not affect the enforceability of the Restrictive Covenants or the remedies provided herein.

11. Promise Not to Disparage. In further consideration for this Agreement, members of the Company’s management agree not to disparage you to any outside party, and you agree not to disparage the Company or any of its Affiliates and/or not to communicate, either in writing or orally, directly or indirectly, any statement that bears negatively on the Company’s or any of its Affiliates’ reputation, services, products, principals, customers, policies, adherence to law (unless otherwise required by law), shareholders, officers, directors, officials, executives, employees, agents, representatives, business or other legitimate interests of the Company or any of its Affiliates.

12. Representation. You hereby represent and warrant to the Company that to the best of your knowledge you are not subject to any covenants, agreements or restrictions arising out of your prior employment or independent contractor relationships, which would be breached or violated by your negotiation or execution of this Agreement or by your performance of your duties hereunder.

13. Acknowledgement. You hereby acknowledge that a condition to your employment by the Company is your execution of and agreement to be bound by the standard form agreements of the Company and its Affiliates attached as Exhibit D hereto. You agree to execute or re-execute, as the case may be, the Company’s standard form agreements executed by all of the Company’s employees, as they may be reasonably amended, modified, supplemented or restated from time to time. You further acknowledge that you have had an opportunity and have been encouraged to discuss such standard form agreements fully with the Company and to review them with an attorney of your choosing before signing this Agreement and before signing any such standard form agreements in the future. You acknowledge that you have read and will read such standard form agreements, that you know and understand the contents of those attached hereto, and that you will sign such standard form agreements voluntarily and of your own free act and deed. If there is a conflict between any provision of this Agreement and any provision of any of the agreements included in Exhibit D, the provisions of this Agreement will govern.

14. Prior Agreements. This Agreement supersedes and replaces all prior agreements, arrangements or plans specifically relating to you that were entered into prior to the date hereof between the Company or any of its Affiliates and you, including, without limitation, that certain Consulting Services Agreement dated May 1, 2007. You hereby release and fully discharge the Company, its subsidiaries, its Affiliates and any successor or assigns thereof, and the Company hereby releases and fully discharges you, from any and all payments, claims, liabilities or obligations relating to or arising from those prior agreements, arrangements and plans. Notwithstanding the preceding sentence, that certain Agreement

Siddharth N. Mehta

October 3, 2007

Page 7

Regarding Confidentiality and Other Matters dated May 1, 2007 shall remain in full force and effect and you acknowledge that you will continue to abide by the terms of that agreement.

15. Complete Agreement and Non-Reliance. This Agreement, including the other documents expressly referenced herein, contains the complete agreement between the parties and no party has relied upon or will claim reliance upon any oral or written statement which be claimed in any way to relate to the subject matter of this Agreement in connection with the execution of this Agreement.

16. Certain Definitions. For purposes of this Agreement, the following definitions will apply:

“Affiliate” includes all “TU Entities” and “Affiliates” as defined for all purposes in the 2007 Award Agreement, and shall additionally be defined as all other persons or entities as may be included under the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended, together with all directors, officers, employees, agents, and benefit plans for each and every such entity under these respective definitions.

“Business” means the business conducted or planned to be conducted by the Company and its subsidiaries as of a specified date. As of the date of this Agreement, the Business includes the automated collection of personalized data relating to consumers and the automated delivery of credit, collection, identity, fraud, verification (insurance coverage or ability for public assistance), or risk management products and services for businesses operating in the financial services, insurance, health care or telecommunications industries, or directly to consumers over the internet.

“Cause” with respect to the termination of your employment by the Company, means: (a) your commission of an act of fraud, embezzlement, willful misconduct or willful breach of a fiduciary duty to the Company (including without limitation the unauthorized disclosure of Confidential Information and Trade Secrets); (b) your conviction of a crime constituting a felony under applicable law; (c) your commission of a material breach of any covenant, provision, term, condition, understanding or undertaking set forth in this Agreement, which breach, if capable of cure, is not cured within thirty (30) days after your receipt of written notice thereof from the Company; (d) your gross negligence or gross neglect in performing your duties which causes material harm to the Company; which breach, if capable of cure, is not cured within thirty (30) days after your receipt of written notice thereof from the Company; provided, however, that you will only have one opportunity to cure such conduct and the Company may terminate your employment without providing notice or cure period if such conduct recurs after the Company had properly notified you of any such prior conduct which you had (or purported to have) cured; or (d) your failure, after receipt of written notice from the Company, to render services or discharge duties to the Company which are requested in such notice and are within the scope of your employment (consistent with Section 2 hereof), which failure is not cured within thirty (30) days of your receipt of such notice from the Company.

“Change in Control” shall have the meaning set forth in the TransUnion Corp. Equity Award Plan.

“Competitive Product or Service” means any product or service which is competitive with any product or service provided by the Company in connection with the Business, as conducted or, to your knowledge, planned to be conducted, as of the date of termination of your employment or at any time within the twelve (12) month period immediately preceding the date of termination of your employment or the date of such conduct (if you are then employed by the Company).

“Competitor” shall mean the operating unit or business segment of any other Person that has Significant Operations that are competitive with, or in substantially the same line of business

Siddharth N. Mehta

October 3, 2007

Page 8

as, the Business or any of the following companies (including any of their successors, assigns or Affiliates): Acxiom Corporation, CBC Companies, CSC Credit Services, Choicepoint, Inc., The Dun & Bradstreet Corporation, Equifax, Inc., Experian Group Limited, Fair Isaac Corporation, Fidelity National Information Services, Inc., The First American Corporation, Innovis Data Solutions, Inc., InfoUSA, Inc. and the LexisNexis group of Reed Elsevier PLC and Reed Elsevier NV.

“Customer” means any Person or entity to which the Company has provided or actively solicited products or services in the twelve (12) months prior to the cessation of your employment.

“Good Reason” means, with respect to your Resignation, the occurrence, without your express written consent, of any of the following events (unless such events are substantially corrected within thirty (30) days following written notification by you to the Company that you intend to Resign as a result of such event): (a) a reduction in your Base Salary, or a material reduction in your incentive opportunities, (b) the relocation of your base office to an office that is more than fifty (50) highway miles outside of Chicago, Illinois, or (c) the failure of the Company to employ you in the title and capacity as President and CEO of the Company, with responsibilities substantially consistent with such title, or (d) a material breach by the Company of any material term of this Agreement; (e) the failure of the Company to obtain a satisfactory agreement from any successor to assure and agree to perform this Agreement.

“Permanent Disability” means any event that results in your eligibility to receive benefits under the Company’s disability insurance policies, as in effect from time to time; provided, however, that if the Company does not maintain disability insurance, “Permanent Disability” shall mean your inability to perform substantially all of your duties and responsibilities to the Company by reason of a physical or mental disability or infirmity for either (a) a continuous period of three (3) months or (b) 180 days (which need not be continuous) during any consecutive 12-month period. The date of such Permanent Disability will be (i) in the case of clause (a) above the last day of such three month period or, if later, the day on which satisfactory medical evidence of such Permanent Disability is obtained by the Company, or (ii) in the case of clause (b) above, such date as is determined in good faith by the Company’s board of directors. In the event that any disagreement or dispute arises between you and the Company as to whether you have incurred a Permanent Disability, then, in any such event, you will submit to a physical and/or mental examination by a competent, qualified and duly licensed physician who will be mutually selected by you and the Company, and such physician will make the determination of whether you suffer from any disability. In the absence of fraud or bad faith, the determination of such physician will be final and binding upon both you and the Company. The cost of any such examination will be paid by the Company.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

“Resign” or “Resignation” means your voluntary termination of your full-time employment as an employee of the Company, but does not include a termination of employment due to death or Permanent Disability.

“Significant Operations” means a business that generates revenues that equal or exceed twenty percent (20%) of the Company’s consolidated revenues as of the end of the immediately preceding calendar year.

17. Miscellaneous.

Siddharth N. Mehta

October 3, 2007

Page 9

(a) This Agreement shall be governed by the internal laws (and not the conflicts of law provisions) of the State of Illinois.

(b) Except with regard to enforcement of the Restrictive Covenants as provided in Section 10, disputes under this Agreement shall be settled by arbitration, conducted in the City of Chicago, Illinois, in accordance with the rules for commercial arbitration of the American Arbitration Association. Each party shall be entitled to engage in pre-hearing discovery to the extent the parties may agree upon or, in the absence of agreement, as determined by the arbitrator. The arbitrator shall have the authority to award any remedy or relief available at law or in equity that a court of competent jurisdiction could order or grant. The arbitrator shall have no authority to amend or modify any of the terms or conditions of this Agreement or of any related agreement. The arbitrator shall have thirty (30) days from the later of the closing statements or the submission of post-hearing briefs by the parties to render his decision. All costs and fees of the arbitration shall be paid by the Company. This arbitration procedure specifically contemplates that the parties shall be entitled to seek enforcement, in any court of competent jurisdiction, of all of the provisions hereof, to the fullest extent permitted by law. Each of the parties consents to the jurisdiction of the state and federal courts in the City of Chicago, Illinois with respect to any such proceeding.

(c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(d) Every notice or other communication required, contemplated or permitted by this Agreement by any party, shall be in writing and shall be delivered either by personal delivery, facsimile transmission, private courier service, or postage prepaid, return receipt requested, certified or registered mail, addressed to the party to whom intended at the address for such party set forth below such party’s name on the signature page hereof or at such other address as the intended recipient previously shall have designated by written notice. Notice by courier, facsimile transmission or certified or registered mail shall be effective on the date it is officially recorded as delivered to the intended recipient by return receipt or the date of attempted delivery where delivery is refused by the intended recipient. All notices and communications required, contemplated or permitted by this Agreement to be delivered in person shall be deemed to have been delivered to and received by the addressee, and shall be effective, on the date of personal delivery.

(e) If any provision of this Agreement is determined to be invalid under the applicable law, such provision shall be ineffective and the remaining provisions of this Agreement shall continue in full force and effect. Nothing contained in this Agreement shall constitute a party’s waiver of any rights or remedies it may have under applicable law, it being agreed that any such waiver shall be in writing.

(f) This Agreement is personal to and shall not be assignable by you, but all of your rights under this Agreement shall inure to the benefit of and be enforceable by your personal or legal representation, executors, administrators, successors, heirs, distributees, devisees and legatees. This Agreement may be assigned by the Company to any Person that directly or indirectly succeeds to all or any substantial part of the Company’s assets or business.

(g) No provision of this Agreement may be modified, amended, waived or discharged unless agreed to in writing, and signed and executed by the Company and you.

Siddharth N. Mehta

October 3, 2007

Page 10

If you are in agreement with the foregoing, please acknowledge your agreement in the place provided below and return an original of this Agreement to the Company, whereupon this Agreement shall become a binding agreement between the Company and you.

Very truly yours,
Trans Union Corp., a Delaware company
By:	/s/ Penny Prtizker
	Penny Pritzker
	Chairman of the Board

Agreed to this 12th day

of October, 2007.

/s/ Siddharth N. Mehta

Siddharth N. Mehta

Siddharth N. Mehta

October 3, 2007

Page 11

EXHIBIT A

BOARDS OF DIRECTORS ON WHICH MR. MEHTA CURRENTLY SITS

DataCard Group

Myelin Repair Foundation (not for profit)

Chicago Public Education Fund (not for profit)

Siddharth N. Mehta

October 3, 2007

Page 12

EXHIBIT B

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”), is made this      day of             , 2008, between TransUnion Corp., a Delaware corporation (the “Company”), and Siddharth N. Mehta (“Employee”).

WITNESSETH:

WHEREAS, Employee is an employee of the Company or a subsidiary or affiliate of the Company, including, without limitation, Trans Union, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“TU LLC”);

WHEREAS, the Company has adopted the TransUnion Corp. Equity Award Plan (the “Plan”) in order to promote the interests of the Company and its stockholders by using equity interests in the Company to attract, retain and motivate its management and other eligible persons and to encourage and reward their contributions to the Company’s performance and profitability; and

WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Committee”) has determined that it is in the best interests of the Company to grant Restricted Stock (as defined herein) under the Plan to Employee on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Grant of Restricted Stock.

(a) The Company hereby grants to Employee              shares (the “Restricted Stock”) of common stock, $.01 par value per share, of the Company (“Common Stock”), which shall be fully vested upon the date of grant, but subject to the transfer restrictions and other conditions set forth in this Agreement.

(b) Promptly after execution of this Agreement by Employee, the Company shall cause the Restricted Stock to be issued and one or more stock certificates representing the Restricted Stock to be registered in the name of Employee. All stock certificates representing the Restricted Stock shall be delivered to the Company’s Corporate Secretary or such other custodian as may be designated by the Company, to be held until the Restricted Stock is no longer subject to the Company’s rights under Section 3 or Section 6.

2. Ownership. Employee shall have all rights and privileges of a stockholder of the Company with respect to the Restricted Stock, including voting rights and the right to receive dividends paid with respect to such shares. All cash dividends and other cash distributions, if any, made or declared with respect to the Restricted Stock shall be paid to Employee concurrently with the payment of such dividends or other distributions to the stockholders of the Company.

3. Company Repurchase Right.

(a) If Employee’s Termination of Employment occurs prior to the sale of Common Stock to the general public (an “IPO”), pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended or any successor statute (the “Securities Act”), the Company shall have the right to purchase and, upon exercise of such right, Employee shall be obligated to sell, any and/or all shares of Restricted Stock, upon

Siddharth N. Mehta

October 3, 2007

Page 13

the terms and conditions set forth in this Section, for a repurchase price equal to the Fair Market Value (as defined herein) per share of Restricted Stock determined, subject to Section 3(f), as of the last day of the most recently completed calendar quarter prior to Employee’s Termination of Employment (the “Section 3 Valuation Date”).

(b) If the Company desires to exercise the repurchase right set forth in this Section, it shall do so by delivery of written notice to Employee setting forth the Company’s exercise of its repurchase right and the number of shares of Restricted Stock for which the Company’s repurchase right is being exercised.

(c) Promptly after the determination of the repurchase price for the shares of Employee’s Restricted Stock for which the Company’s repurchase right is being exercised, the Company shall notify Employee of the place, time and date of the closing of the Company’s repurchase of shares of Employee’s Restricted Stock (the “Closing Notice”). Such closing shall in no case occur earlier than the 5^th business day following the date of the Closing Notice or later than the 15^th business day following the date of the Closing Notice.

(i) The repurchase price shall be payable by the Company in cash on the closing date set forth in the Closing Notice; provided, however, that

(A) in the discretion of the Company, any amount of the repurchase price may be paid in equal annual principal installments over a period of five years, together with any unpaid balance accruing interest at the prime rate in effect on the date of Employee’s Termination of Employment, as reported in the Wall Street Journal; and

(B) the Company may offset against its payment obligations under this Section 3 the amount of any loans or other obligations owing by Employee to any TU Entity.

(ii) On the closing date set forth in the Closing Notice, Employee shall deliver to the Company one or more stock certificates representing shares of Employee’s Restricted Stock, together with an assignment separate from certificate duly executed by Employee and in proper form to transfer shares of Employee’s Restricted Stock to the Company.

(d) Notwithstanding anything to the contrary, Employee agrees that any amount payable to Employee pursuant to this Agreement is expressly subordinated in right of payment to the prior payment in full of all indebtedness for borrowed money of the Company to any lender. The Company shall not make payment to Employee pursuant to the terms of this Agreement if such payment has not been consented to by any lender to the Company, if such consent is required pursuant to the terms of any agreement, contract or document evidencing or securing any indebtedness for borrowed money of the Company to such lender. The difference between the amount actually paid and the amount that otherwise would have been paid shall be paid in the next following fiscal year which is not otherwise limited by the provisions of this Section.

(e) Notwithstanding anything to the contrary, if the aggregate amount payable to Employee, and all other holders of Company restricted stock with respect to exercises of restricted stock repurchase and/or sale rights that are similar to the rights contained in this Section, Section 4 and/or Section 6 for any Company fiscal year exceeds 20% of the Company’s net income for the current or previous Company fiscal year, then at the option of the Company, the amount payable to Employee and each such other holder of Company restricted stock for such Company fiscal year may be reduced pro rata (in accordance with the aggregate amount then owing to Employee and such other holders) so that the total amount payable for the current Company fiscal year equals 20% of the net income of the Company for the current or previous Company fiscal year, whichever is less. The difference between the

Siddharth N. Mehta

October 3, 2007

Page 14

amount actually paid and the amount that otherwise would have been paid shall be paid in the next following fiscal year which is not otherwise limited by the provisions of this Section.

(f) For purposes of this Agreement, “Fair Market Value” shall mean the price, determined as of the Section 3 Valuation Date, the Section 4 Valuation Date or the Section 6 Valuation Date, as applicable, that a willing buyer would pay for a share of the Common Stock, and at which a willing seller would sell a share of the Common Stock, neither under any compulsion or duress and both with reasonable knowledge of the relevant facts, with no discount for lack of marketability, nor any premium for control, all as determined by a recognized investment banking or appraisal firm selected by the Board of Directors of the Company in good faith and in exercise of its reasonable discretion.

(i) Notwithstanding the foregoing, if a recognized investment banking or appraisal firm has determined the fair market value of a share of Common Stock in connection with the Company’s repurchase of Common Stock from a holder of Company restricted stock pursuant to restricted stock purchase rights that are similar to the rights contained in this Section or Section 6 and/or restricted stock sale rights that are similar to the rights contained in Section 4, in any case, as of a date that is not more than 12 months prior to the Section 3 Valuation Date, the Section 4 Valuation Date or the Section 6 Valuation Date, as applicable, the Company may, but shall not be obligated to, use the fair market value of a share of Common Stock as so determined by such investment banking or appraisal firm as the determination of Fair Market Value for purposes of Section 3, Section 4 or Section 6. Any such determination by such investment banking firm or appraisal firm shall be final and binding upon Employee and the Company.

(ii) Notwithstanding anything to the contrary contained in this Agreement, in order to avoid material inequities to the Company and/or Employee, the Committee may unilaterally increase or decrease the applicable Fair Market Value if, in its reasonable discretion, events or circumstances have taken place since the Section 3 Valuation Date, the Section 4 Valuation Date or the Section 6 Valuation Date, as applicable, and prior to the date of an exercise of the Company’s repurchase rights under Section 3 or Section 6 or an exercise of Employee’s sale rights under Section 4 that have caused the applicable Fair Market Value to have materially increased or materially decreased. Any adjustment by the Committee to the applicable Fair Market Value pursuant to the preceding sentence shall be final and binding upon the Company and Employee absent manifest error.

4. Employee’s Sale Right.

(a) Prior to an IPO, but not earlier than January 1,          (2011 for a grant made in 2008), Employee (regardless of whether Employee is then employed by a TU Entity) shall have the right to sell and, upon exercise of such right, the Company shall be obligated to purchase, any and/or all shares of Employee’s Restricted Stock, upon the terms and conditions set forth below, at a purchase price equal to the Fair Market Value per share determined, subject to Section 3(f), as of the last day of the most recently completed calendar quarter prior to Employee’s exercise of such sale right (the “Section 4 Valuation Date”).

(b) If Employee desires to exercise the sale right set forth in this Section, Employee shall do so by delivery of written notice to the Company setting forth Employee’s exercise of Employee’s sale right and the number of shares of Employee’s Restricted Stock for which Employee’s sale right is being exercised.

(c) The provisions for the determination and payment of the sale price, the determination of the closing date, and the documents and instruments to be delivered on the closing date shall be the same as are set forth in Sections 3(c) through 3(f), provided, however, that (i) such provisions

Siddharth N. Mehta

October 3, 2007

Page 15

shall apply to the number of shares Employee’s Restricted Stock that are subject to Employee’s notice exercising the sale right and (ii) in the case and to the extent of Employee’s exercise of the sale right for purposes of funding the additional income and employment taxes that Employee will be required to pay (and the Company will be required to withhold) as a result of the grant of shares of Restricted Stock hereunder, (A) the closing date for such transaction shall be established to facilitate Employee’s satisfaction of his obligations under the last sentence of Section 8; and (B) the Company shall not have the discretion described in Section 3(c)(i)(A) to pay any portion of the repurchase price on any date later than the closing date for such transaction.

5. Drag-Along Right.

(a) If, prior to an IPO, a stockholder of the Company or group of stockholders of the Company that owns greater than 50% of the then outstanding Common Stock (the “Disposing Stockholders”) proposes to effect the Disposition (as defined herein) of all of the Common Stock held by the Disposing Stockholders, whether in a single transaction or a series of related transactions, to a non-Affiliate of any of the Disposing Stockholders (such Disposition, a “Drag-Along Disposition”), the Disposing Stockholders may require Employee to participate in the Drag-Along Disposition with respect to all of the shares of Restricted Stock then owned by Employee for the same consideration per share of Restricted Stock and/or otherwise on the same terms and conditions per share of Restricted Stock as the Disposing Stockholders effect the Disposition of their Common Stock in the Drag-Along Disposition.

(b) Employee shall, within 20 days following the delivery by the Disposing Shareholders of notice of the exercise of their rights under this Section 5, deliver to the designee of the Disposing Stockholders such documents and/or instruments as are necessary to consummate the Drag-Along Disposition, including, without limitation, (i) a stock certificate or certificates evidencing the Restricted Stock held by Employee, together with an appropriate assignment separate from certificate duly executed in a proper form to effect the transfer of such Restricted Stock from Employee to the non-Affiliate transferee on the books and records of the Company, and (ii) a limited power-of-attorney authorizing the designee of the Disposing Stockholders to effect the Drag-Along Disposition on behalf of Employee pursuant to the same terms and conditions as the Disposing Stockholders effect the Drag-Along Disposition on their own behalf. In the event that Employee fails to deliver such documents and/or instruments, the Company shall cause a notation to be made on its books and records to reflect that the Restricted Stock held by Employee are bound by the provisions of this Section 5 and that such Restricted Stock may be transferred in the Drag-Along Disposition without Employee’s consent or, if applicable, surrender of the certificate(s) evidencing such Restricted Stock.

(c) For purposes of this Agreement, “Disposition” (and any derivatives thereof) means (i) a voluntary or involuntary sale, assignment, transfer, pledge or other hypothecation, and (ii) any agreement, contract or commitment to do any of the foregoing (except one conditioned on compliance with the terms of this Agreement).

6. Transferability of Restricted Stock.

(a) Prior to an IPO, except as otherwise provided in Section 6(b), no shares of Restricted Stock or any interest or right therein or part thereof may be transferred, alienated, assigned, pledged, hypothecated, or encumbered, in any way, whether voluntarily, involuntarily or by operation of law, by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), without the prior written consent of the Company, and any attempted disposition thereof shall be null and void and of no effect.

(b) Prior to an IPO, shares of Employee’s Restricted Stock may, without the prior consent of the Company, be (A) transferred to a Permitted Family Transferee (as defined herein) under the express terms hereof, (B) pledged to a bank, trust company, mortgage company, savings and loan,

Siddharth N. Mehta

October 3, 2007

Page 16

credit union or other lending institution (“Lender”) as security for a loan to Employee; or (C) transferred to Employee’s heirs (“Heirs”) upon the death of Employee; provided, however, that any shares of Employee’s Restricted Stock so transferred or pledged shall remain subject to the terms and conditions of this Agreement and the requirements of Section 6(c) shall be satisfied prior to effecting such transfer or pledge and provided, further, however, that prior to effecting any such transfer pursuant to either of the foregoing clauses (A) and (C),

(i) Employee or Employee’s executor or executrix, as applicable, shall give written notice (the “Transfer Notice”) to the Company (A) specifying the identity of each intended transferee of shares of Employee’s Restricted Stock and each beneficial owner of each intended transferee and (B) irrevocably offering to sell to the Company all shares of Employee’s Restricted Stock that are subject to the intended transfer for a purchase price equal to the Fair Market Value per share determined as of the last day of the most recently completed calendar quarter prior to the date of the notice of intended transfer (the “Section 6 Valuation Date”).

(ii) The Company may accept for purchase any or all of shares of Employee’s Restricted Stock that are subject to the intended transfer by giving written notice to Employee or Employee’s executor or executrix, as applicable, within 20 days from the date of the Company’s receipt of the Transfer Notice.

(iii) The provisions for the determination and payment of the purchase price, the determination of the closing date, and the documents and instruments to be delivered on the closing date shall be the same as are set forth in Sections 3(c) through 3(f), except that such provisions shall apply to the number of shares of Employee’s Restricted Stock that are subject to the Transfer Notice.

(iv) For the purposes of this Agreement, the term “Permitted Family Transferee” means Employee’s spouse, children and descendants or a partnership, or limited liability company comprised of, or trusts for the benefit of, any of Employee, Employee’s spouse, children and descendants.

(c) Prior to the transfer of shares of Employee’s Restricted Stock to a Permitted Family Transferee or Heir, or the pledge of shares of Employee’s Restricted Stock to a Lender, such Permitted Family Transferee, Heir or Lender must (A) agree in writing to be bound by the provisions of this Agreement, and (B) such Permitted Family Transferee, Heir and Lender shall provide either (1) evidence that Employee retains the power to vote any shares of Employee’s Restricted Stock so transferred or (2) an irrevocable proxy to the Chairman of the Board of Directors of the Company (or in the absence of any such Chairman, the Chief Executive Officer of the Company) to vote any shares of Employee’s Restricted Stock so transferred.

(d) Following an IPO, shares of Employee’s Restricted Stock will be transferable subject only to the restrictions of applicable securities laws and any applicable Company policy (e.g., an insider trading policy).

7. Endorsement on Stock Certificates.

All certificates representing the Restricted Stock will bear a legend in substantially the form set forth below.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH

Siddharth N. Mehta

October 3, 2007

Page 17

REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR SUCH LAWS AND THE RULES AND REGULATIONS THEREUNDER.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RIGHTS IN FAVOR OF TRANSUNION CORP. (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S STOCKHOLDERS UNDER THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER OF THE SECURITIES. COPIES OF THE ABOVE REFERENCED AGREEMENT ARE ON FILE AT THE OFFICES OF THE COMPANY.

8. Tax Withholding.

Employee acknowledges that the Company is required to withhold income and employment taxes with regard to any ordinary income recognized by Employee upon the grant of the shares of Restricted Stock hereunder. With respect to any amounts of income, employment and other taxes to be withheld in connection with the grant of the shares of Restricted Stock, Employee shall be solely responsible for payment of such taxes and agrees to make arrangements for such payment that are satisfactory to the Company, which arrangements may include, without limitation, (a) remitting a cash payment of the required amount to the Company; (b) authorizing the Company to deduct such amounts from Employee’s compensation; (c) authorizing the Company to withhold from the shares of Restricted Stock, shares that have a Fair Market Value equal to the amount of income, employment and other taxes that Employee will owe due to the grant of such shares; and (d) selling shares of Employee’s Restricted Stock to the Company pursuant to Section 4.

9. Securities Laws.

(a) In connection with the grant of the Restricted Stock, Employee covenants, represents and warrants to the Company that:

(i) The Restricted Stock to be acquired by Employee pursuant to this Agreement will be acquired for Employee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and neither the Restricted Stock nor any other shares of capital stock of the Company issued or issuable directly or indirectly with respect to the Restricted Stock by way of dividend or split or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization will be disposed of in contravention of the Securities Act, any applicable state securities laws and any procedures reasonably established by the Board to ensure compliance with the foregoing.

(ii) Employee is an officer or employee of a TU Entity and is familiar with the financial affairs of the Company and its Subsidiaries.

(iii) The Restricted Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

(iv) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Restricted Stock and has had full access to such other information concerning the Company as Employee has requested.

(v) This Agreement constitutes the legal, valid and binding obligation of Employee, enforceable in accordance with its terms, and the execution, delivery and performance

Siddharth N. Mehta

October 3, 2007

Page 18

of this Agreement by Employee does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Employee is a party or any judgment, order or decree to which Employee is subject.

(vi) Employee understands that no public market now exists for any of the shares of Restricted Stock, and that the Company has made no assurances that a public market will ever exist for such shares.

10. Lock-Up Period.

Employee hereby agrees that if so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities Act, Employee shall not, except as permitted under Section 3(a), Section 4, Section 5 or Section 6 sell, otherwise transfer, dispose of, make any short sale of, grant any option for the purchase of, or enter into any hedging arrangement or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company during such period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company not to exceed 180 days for the first registration statement and 90 days for any subsequent registration statement (the “Market Standoff Period”) following the effective date of a registration statement of the Company filed under the Securities Act that includes securities to be sold to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

11. Miscellaneous.

(a) This Agreement may be executed in counterparts with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

(b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.

(c) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Delaware without regard to the conflict of laws principle thereof.

(d) This Agreement and the Plan constitute the entire agreement between the parties hereto with respect to the transactions contemplated herein.

(e) Except as otherwise herein provided, this Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and of Employee and Employee’s personal representatives, heirs and assigns.

(f) Nothing in this Agreement or in the Plan shall confer upon Employee any right to continue as an employee of any TU Entity or shall interfere with or restrict in any way the rights of any TU Entity, which are hereby expressly reserved, to discharge Employee at any time for any reasons whatsoever, with or without Cause.

(g) All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given and made when delivered, unless delivery fails due to refusal to accept delivery by the addressee or change of address of the addressee for which no notice was previously given the sender, in which event delivery shall be deemed to have occurred when personal delivery to the person for whom it is intended was attempted or three (3)

Siddharth N. Mehta

October 3, 2007

Page 19

business days after deposited, postage prepaid, registered or certified mail, return receipt requested, in the United States mail:

(i) if to Employee, addressed to Employee at Employee’s address shown on the stock register maintained by the Company, or at such other address as Employee may specify by written notice to the Company, and

(ii) if to the Company, at the Company’s headquarters Attention: Chairman, or at such other address as the Company may specify by written notice to Employee.

(h) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the minimal extent of such provision or the remaining provisions of this Agreement or the application of such provision to other parties or circumstances.

(i) This Agreement is solely for the benefit of the Company, Employee and the Disposing Stockholders (each of which are express third party beneficiaries of Employee’s obligations set forth in Section 5), as applicable, and no provision of this Agreement shall be deemed to confer upon other third parties any remedy, claim, liability, reimbursement, cause of action or other right.

12. Arbitration.

(a) Any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement and the Plan, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be finally settled by arbitration administered by the American Arbitration Association (the “AAA”). Any party may initiate arbitration by notice to the Company in the case that the arbitration is brought by Employee and to Employee in the case that the arbitration is brought by the Company (each, a “Request for Arbitration”). The arbitration shall be conducted in accordance with the AAA rules governing commercial arbitration in effect at the time of the arbitration, except as they may be modified by the provisions of this Agreement. The place of arbitration shall be Chicago, Illinois. The arbitration shall be conducted by a single arbitrator appointed by the Company within fifteen (15) days after delivery of the Request for Arbitration. In the event the Company fails to appoint an arbitrator and deliver notice of such appointment to each Employee who is a party to the arbitration within such fifteen-day time period, upon request of any party to the arbitration, the AAA shall appoint such arbitrator within thirty (30) days after receiving such request. The arbitrator shall be a person who has no material business relationship with any of the parties to the arbitration and who has at least ten (10) years of experience in the practice of law specializing in executive compensation. The arbitration shall commence within thirty (30) days after the appointment of the arbitrator; the arbitration shall be completed within sixty (60) days of commencement; and the arbitrator’s award shall be made within thirty (30) days following such completion. The parties may agree to extend the time limits specified in the foregoing sentence.

(b) The arbitrator will apply the substantive law (and the law of remedies, if applicable) of the State of Delaware without giving effect to the principles of conflicts of law, and will be without jurisdiction to apply any different substantive law. The arbitrator will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing party. The arbitrator also has the authority to grant provisional remedies, including injunctive relief, and to award specific performance. The arbitrator may entertain a motion to dismiss and/or a motion for summary judgment by any party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “Claim”), without holding an evidentiary hearing, if, after affording the parties an opportunity to present written submissions and documentary evidence, the

Siddharth N. Mehta

October 3, 2007

Page 20

arbitrator concludes that there is no material issue of fact and that the Claim can be determined as a matter of law. The parties waive to the fullest extent permitted by law any rights to appeal, or to review of, any arbitrator’s award by any court. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including the courts of Cook County, Illinois. Each party to this Agreement irrevocably submits to the non-exclusive jurisdiction of and venue in the courts of the State of Illinois and of the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 12 OF THIS AGREEMENT.

(c) The parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided that nothing herein shall prevent a party from disclosing information regarding the arbitration for purposes of enforcing the award. The parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitration.

13. Stock Certificates\Book Entry.

Promptly after execution of this Agreement by Employee, the Company shall cause the Restricted Stock to be issued and one or more stock certificates representing the Restricted Stock to be registered in the name of Employee and delivered to the Company’s Corporate Secretary in accordance with Section 1(b). If at any time after the date of this Agreement (e.g., as part of an IPO), the Company’s Board of Directors provides in accordance with Section 158 of the Delaware General Corporation Law that some or all of the Common Stock shall be uncertificated, the Company may, but shall not be obligated to, reissue some or all of the Restricted Stock as uncertificated shares and deliver the same, by book entry, to an account of which Employee is the beneficial owner. Employee acknowledges that the Company does not intend to reissue any shares of Employee’s Restricted Stock as uncertificated shares prior to the date upon which the Restricted Stock is no longer subject to the Company’s rights under Section 3 or Section 6. If, after the date of this Agreement, any Restricted Stock is reissued as uncertificated, the provisions of this Agreement with respect to the delivery of stock certificates representing the Restricted Stock and the like shall be interpreted consistent therewith.

14. Spousal Consent.

As a further condition to the Company’s and Employee’s obligations under this Agreement, Employee’s spouse, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A

[Signature Page Follows]

Siddharth N. Mehta

October 3, 2007

Page 21

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

TRANSUNION CORP.

  By:

SIDDHARTH N. MEHTA

[Signature Page to Restricted Stock Award Agreement]

Siddharth N. Mehta

October 3, 2007

Page 22

EXHIBIT A

CONSENT OF SPOUSE

I, Swati S. Mehta, spouse of Siddharth N. Mehta, have read and approve the foregoing Restricted Stock Agreement (the “Agreement”). In consideration of the grant to my spouse of common stock of TransUnion Corp. as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact with respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares of common stock issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

Name:

            (Please Print)

Dated:

Siddharth N. Mehta

October 3, 2007

Page 23

EXHIBIT C

GENERAL RELEASE

This General Release is entered by and between Siddharth N. Mehta (“Executive”) and Trans Union Corp., a Delaware corporation (the “Company”), for good and valuable consideration, the sufficiency of which Executive hereby acknowledges, including the payments and benefits specifically set forth and described in that certain employment agreement between Executive and the Company dated August 22, 2007 (the “Agreement”) which is fully incorporated herein by reference. Executive acknowledges that, apart from their inclusion in the Agreement and this General Release, he is not otherwise entitled to receive the payments and benefits described above.

Executive hereby waives, releases and forever discharges the Company and each of its existing, former and future directors, officers, managers, members, representatives, subsidiaries, predecessors, successors, affiliates, and related entities (collectively, “Releasees”), of and from any and all claims, actions, charges, suits, liabilities, contracts, agreements and promises, of any kind or nature whatsoever, which Executive may have or assert against any of them, arising out of or relating to (i) any event or action which occurred, in whole or in part, before Executive executes this General Release and/or (ii) Executive’s employment or separation from employment with the Company, including, without limitation, any and all claims under the Age Discrimination in Employment Act (29 U.S.C. §§ 621 et seq.), Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000e et seq.), Sections 1981 through 1988 of Title 42 of the United States Code (42 U.S.C. §§ 1981-88), the Americans with Disabilities Act (42 U.S.C. §§ 12101 et seq.), the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, and any other federal, state or local law, ordinance, statute or regulation dealing with employment or discrimination in employment; any and all claims for compensation, vacation pay or benefits of any kind; and any and all claims based on any contract (express or implied), tort, wrongful discharge or retaliatory discharge theory. This General Release does not include any claims that cannot be waived pursuant to applicable law. Additionally, this General Release shall not bar any claims arising from any future conduct by or actions of the Company that Executive contends constitutes a breach of the Agreement.

Executive promises never to institute or pursue any claims, of any kind or nature whatsoever, against each any of the Releasees, which arise from or relate to any claims released pursuant to this General Release. Executive further represents and warrants that he has not assigned or transferred any portion of any such claims.

Executive acknowledges that he has had an opportunity and been encouraged to discuss this General Release with an attorney of his choosing before signing it. Executive further acknowledges and understands that he will have an opportunity to consider this General Release for up to twenty-one (21) days before signing it and that he will have seven (7) days after signing this General Release to revoke his signature and agreement to be bound by its terms. This General Release will become effective, if not sooner revoked by Executive, on the eighth (8th) day after Executive signs it (the “Effective Date”).

Executive acknowledges that he has read this General Release, that he knows and understands its contents, that he has had an opportunity and been encouraged to discuss it with an attorney of his choosing before signing it, and that he signs it voluntarily and of his own free act and deed, without any duress, coercion or intimidation, as follows:

Executive

Signed:

Print Name:

Dated:

Siddharth N. Mehta

October 3, 2007

Page 24

Acknowledged and Agreed:

Trans Union Corp.

Signed:

By:

Its:

Dated:

Siddharth N. Mehta

October 3, 2007

Page 25

EXHIBIT D

FORM AGREEMENTS

Policy on Legal and Ethical Responsibility

Invention, Conflict of Interest, Confidentiality Policy and Agreement

Policy on Antitrust Laws

Copies of these agreements are attached to this Exhibit D

EX-10.7

Exhibit 10.7

TRANSUNION CORP.

2010 U.S. STOCKHOLDERS’ AGREEMENT

THIS TRANSUNION CORP. 2010 U.S. STOCKHOLDERS’ AGREEMENT, dated as of June 15, 2010 (the “Effective Date”), is made by and among TRANSUNION CORP., a Delaware corporation (the “Company”), each Person identified on Schedule 1 hereto (as amended from time to time as provided in Section 30 below, and in each case including their respective Permitted Transferees, the “U.S. Situs Pritzker Stockholders”), each Person identified on Schedule 2 hereto (as amended from time to time as provided in Section 30 below, and in each case including their respective Permitted Transferees, the “MDP Stockholders”), and any other Person who becomes a party to this Agreement pursuant to the provisions hereof (together with the U.S. Situs Pritzker Stockholders and the MDP Stockholders, each, individually, a “Stockholder” and, collectively, the “Stockholders”). All capitalized terms used without a definition shall have the meaning as specified in Section 1(a).

WHEREAS, the Company and each of the Stockholders desire, for their mutual benefit and protection, to enter into this Agreement to set forth their respective rights and obligations with respect to the affairs of the Company and the capital stock held by the Stockholders.

NOW, THEREFORE, in consideration of the recitals and the mutual premises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions; Rules of Construction.

(a) For purposes of this Agreement, each of the following terms shall have the meaning ascribed to it in this Section 1:

“2010 Non-U.S. Stockholders’ Agreement” – means that certain 2010 Non-U.S. Stockholders’ Agreement, dated as of the date hereof, by and among the Company and the stockholders party thereto.

“AAA” – American Arbitration Association.

“Affiliate” – as to any Person any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, provided, that neither the Company nor any of its Subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa). For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. With respect to any MDP Stockholder, the term “Affiliate” shall also include any Person now or hereafter existing that is (a) controlled, directly or indirectly, by one or more general partners or managing members of such MDP Stockholder (or the Madison Dearborn Partners fund or funds which

control such MDP Stockholder), or (b) directly or indirectly managed or advised by any Person (or an Affiliate of such Person) who directly or indirectly manages or advises such MDP Stockholder or any of the Madison Dearborn Partners fund or funds which control such MDP Stockholder.

“Agreement” – this TransUnion Corp. 2010 U.S. Stockholders’ Agreement, as originally executed and as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

“Beneficiary Group” – means each of the individuals listed on Annex A attached hereto and members of his/her Immediate Family and trusts for the benefit of such individual and/or members of his/her Immediate Family.

“Board” – the Board of Directors of the Company.

“Business Day” – any day other than a Saturday, Sunday or other day in Chicago, Illinois on which banking institutions are authorized by law or regulations to close.

“Bylaws” – as defined in Section 9(a).

“Claim” – as defined in Section 19(b).

“Common Stock” means the common stock, par value $0.01 per share, of the Company.

“Company” – as defined in the Preamble.

“Competitor” – means any Person listed on Annex B, as the same may be amended from time to time.

“Covered Stock” of any Person means the capital stock of the Company of any class or series, including warrants, rights, participating interests or options to purchase or otherwise acquire any such class or series of capital stock or securities exchangeable for or convertible into any such class or series of capital stock then held by such Person, assuming the full exercise, exchange or conversion of all warrants, participating interests, options and other rights or instruments of the Company held by such Person (whether or not such securities are then vested, exercisable or in-the-money).

“Credit Agreement” - that certain Credit Agreement, dated as of the date hereof, by and among the Company, certain subsidiaries of the Company, Deutsche Bank Trust Company Americas, as administrative agent and collateral agent, and the other financial institutions party thereto, as in effect on the date hereof.

“Designated Representative” – as defined in Section 13(b).

2

“Drag Notice” – as defined in Section 5(b).

“Drag or Tag Initiator” - the MDP Stockholders (in the case of a Transfer under Section 5) or a Section 6 Selling Stockholder.

“Drag or Tag Seller” - a Dragged Stockholder required to participate in an MDP Sale Transaction or Electing Stockholder exercising its Tag Rights.

“Drag Transaction” – as defined in Section 5(a).

“Dragged Stockholder” – as defined in Section 5(a).

“Effective Date” – as defined in the Preamble.

“Electing Stockholder” – as defined in Section 6(a).

“Excluded Securities” – any equity securities of the Company (which for this purpose shall include securities exercisable for, convertible into or exchangeable for equity securities of the Company, any equity or profit participation rights, or any rights, options, or warrants to purchase any of the foregoing issued by the Company subsequent to the Effective Date) that consist of any of the following: (i) issuances of equity securities (or securities exercisable for, convertible into or exchangeable for equity securities) to employees, consultants and members of the Board (or similar governing bodies) of the Company or its Subsidiaries in connection with the performance of services in such capacities and made pursuant to any plan adopted by the Board not to exceed, in the aggregate, 12% of the total issued and outstanding equity of the Company on the Effective Date; (ii) the issuance of equity securities (or securities exercisable for, convertible into or exchangeable for equity securities) in a Public Offering; (iii) the issuance of equity securities (or securities exercisable for, convertible into or exchangeable for equity securities) issued for non-cash consideration pursuant to a merger, consolidation, acquisition, joint venture, strategic partnership, or similar business combination approved by the Board which are dilutive to all then existing Stockholders in the same manner; (iv) the issuance of equity securities upon the exercise, conversion or exchange of any securities exercisable for, convertible into or exchangeable for equity securities that are outstanding on the Effective Date or issued after the Effective Date in compliance with the provisions of this Agreement; (v) the issuance of equity securities (or securities exercisable for, convertible into or exchangeable for equity securities) as a bona fide “equity kicker” to one or more lenders to the Company in connection with a debt financing that has been approved by the Board not to exceed, in the aggregate, 2% of the total issued and outstanding equity of the Company on the Effective Date (the “Equity Kicker Limit”); provided that such issuances of “equity kickers” may exceed the Equity Kicker Limit by up to an additional 3% (for a total of up to 5%) only in the event that a majority of the directors elected to the Board pursuant to Section 8(c) of this Agreement and Section 8(c) of the 2010 Non-U.S. Stockholders’ Agreement affirmatively vote in favor of such issuances; and

3

(vi) the pro rata issuance of equity securities (or securities exercisable for, convertible into or exchangeable for equity securities) in connection with any stock split, stock dividend or other similar recapitalization.

“Facilities” – as defined in Section 9(b).

“Financial Advisor” means a nationally recognized investment banking firm selected by the Board.

“GAAP” – as defined in Section 13(a).

“Governmental Authority” – any regional, federal, state or local legislative, executive or judicial body or agency, any court of competent jurisdiction, any department, political subdivision or other governmental authority or instrumentality, or any arbitral authority, in each case, whether domestic or foreign.

“Immediate Family” – as to any individual, such individual’s parents, mother-in-law, father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law and children (including by way of adoption), and any person who either lives in the same household as, provides material support to, or receives material support from, such individual.

“Indebtedness” – as defined in the Credit Agreement in effect on the Effective Date.

“Initiating Party” – as defined in Section 19(a).

“MDP Sale Transaction” – as defined in Section 5(a).

“New Securities” – as defined in Section 7(a).

“Non-MDP Stockholders” – means the U.S. Situs Pritzker Stockholders and the Non-U.S. Situs Pritzker Stockholders.

“Non-Transferring Section 4 Stockholders” – as defined in Section 4(b).

“Non-U.S. Situs Pritzker Designee” – means the representative to the Board designated by the Non-U.S. Situs Pritzker Stockholders holding a majority of the Covered Stock then held by all Non-U.S. Situs Pritzker Stockholders, pursuant to Section 8(c) of the 2010 Non-U.S. Stockholders’ Agreement.

“Non-U.S. Situs Pritzker Stockholder” – means any Person identified on Schedule 4, as the same may be amended from time to time.

“Other Securities” – as defined in Section 7(f).

4

“Overall Percentage Interest” – with respect to any Person, the percentage equivalent of a fraction the numerator of which is the total number of shares of Covered Stock held by such Person, and the denominator of which is the total number of shares of Covered Stock held by all stockholders of the Company.

“Permitted Pledge” – the grant of a collateral security interest in Covered Stock by or on behalf of a Stockholder in support of an incurrence of bona fide debt and not a disguised sale; provided that (i) the Stockholder proposing to use the Covered Stock as collateral advises the Company in advance of the identity of the proposed lender(s) and secured party (if different from the lender(s)) (the “Pledgee”) and obtains the approval of the Board to grant a collateral security interest in Covered Stock to such lender(s) and secured party (if different from the lender(s), and (ii) in the event the beneficial ownership of such Covered Stock is Transferred from such Stockholder to the Pledgee by foreclosure or otherwise, such Transferee (a) is subject to all of the restrictions and limitations imposed on such Covered Stock and Stockholder in respect thereof prior to such Transfer (including, without limitation, transfer restrictions, rights of first refusal and drag-along rights as provided herein), (b) is not vested with any of the rights or benefits enjoyed by such Stockholder with respect to such shares of Covered Stock (other than the right to receive dividends thereon, if, when and as declared by the Board, tag-along rights and the proceeds thereof upon a permitted disposition, if any) and (c) each such Pledgee or potential Pledgee shall agree with the Company in writing and in form and substance reasonably acceptable to the Company to be bound by the obligations and restrictions applicable to such Stockholder hereunder.

“Permitted Transfer” – one or more Transfers by a Stockholder made (i) to or for the exclusive benefit of a member or members of the Immediate Family of such Stockholder, (ii) to a private charitable foundation created on behalf of any Stockholders, so long as such Transferred Covered Stock is held by such foundation, (iii) a Permitted Pledge, (iv) in the case of (A) a Transfer by an MDP Stockholder, to another MDP Stockholder or to an Affiliate of an MDP Stockholder and (B) a Transfer by a U.S. Situs Pritzker Stockholder, to another U.S. Situs Pritzker Stockholder, (v) to one or more trusts (but excluding any trusts which are Non-U.S. Situs Pritzker Stockholders or trusts for the benefit of transferees pursuant to clauses (ii) and (iii) of this definition) for the benefit of a Stockholder or a Stockholder’s Immediate Family, or (vi) by operation of the provisions of the trust instrument of a trust which is a Stockholder or which is a successor trust, including by way of being a “mirror”, “sub” or “split” trust, directly or indirectly, of a trust which is a Stockholder, so long as the recipient of such Transfer is a Transferee under clauses (i) through (v) of this definition; it being understood that any change in trustees of any such trust is a Permitted Transfer. In addition, “Permitted Transfer” shall include one or more Transfers from a Person receiving Covered Stock pursuant to the prior sentence to the Stockholder who originally transferred such Covered Stock to such recipient.

5

“Permitted Transferee” – a Transferee receiving shares of Covered Stock pursuant to a Transfer made in accordance with clauses (i), (iv), (v) or (vi) of the definition of Permitted Transfer.

“Person” – an individual, a company, a partnership, a joint venture, a limited liability company or limited liability partnership, an association, a trust, estate or other fiduciary, any other legal entity, and any Governmental Authority.

“Plan Asset Regulations” means the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations.

“Pre-Emptive Allocation” – as defined in Section 7(a).

“Pre-Emptive Right Holder” – as defined in Section 7(a).

“Prospective Selling Stockholder” - a Stockholder wishing to transfer all or part of its Covered Stock to a Third Party Purchaser.

“Prospective Subscriber” – as defined in Section 7(f).

“Public Offering” means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

“Qualified Public Offering” – a Public Offering that: (i) yields gross proceeds of not less than $200,000,000, or (ii) results in the sale (including the sale by any selling stockholders) of ten percent (10%) or more of the Common Stock of the Company outstanding immediately prior to such offering.

“Receiving Party” – as defined in Section 19(a).

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of the Effective Date, among the Company and those Stockholders party hereto, as amended from time to time.

“Request for Arbitration” – as defined in Section 19(a).

“Reservation Price” – the price agreed to between the Board and the Non-MDP Stockholders holding a majority of the shares of Covered Stock then held by all Non-MDP Stockholders.

“Section 4 Offer Notice” – as defined in Section 4(b).

“Section 4 Selling Stockholder” – as defined in Section 4(b).

6

“Section 6 Percentage Interest” means, with respect to a particular Section 6 Transaction, the percentage equivalent of a fraction the numerator of which is the economic value of the total number of shares of Covered Stock proposed to be Transferred by the Section 6 Selling Stockholders in a Section 6 Transaction, and the denominator of which is the economic value of the total number of shares of Covered Stock held by such Section 6 Selling Stockholders, as determined by the Board in its reasonable good faith discretion and in consultation with the Financial Advisor.

“Section 6 Selling Stockholder” – as defined in Section 6(a).

“Section 6 Transaction” – as defined in Section 6(a).

“Section 7(g) Subscribers” – as defined in Section 7(g).

“Securities Act” – the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder, as the same shall be in effect from time to time.

“Stock Purchase Agreement” – means that certain Amended and Restated Stock Purchase Agreement, dated as of the Effective Date, by and among MDCPVI TU Holdings, LLC, the Company and the stockholders of the Company party thereto, as the same may be hereafter amended and/or restated.

“Stockholder(s)” – as defined in the Preamble.

“Subsequent Section 4 Offer Notice” – as defined in Section 4(b).

“Subsidiary” means, as to a Person, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or other interests having by their terms voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly beneficially owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries.

“Tag Notice” – as defined in Section 6(c).

“Tag Rights” – as defined in Section 6(c).

“Third Party Purchaser” – as defined in Section 4(b).

“Transfer” – as defined in Section 2.

“Transferee” – a Person to whom shares of Covered Stock are Transferred.

“VCOC Member” – as defined in Section 13(b).

7

(b) The following provisions shall be applied wherever appropriate herein:

(i) for purposes of this Agreement, the words “hereof,” “herein,” “hereby” and other words of similar import refer to this Agreement as a whole unless otherwise indicated. Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. All terms defined herein in the singular shall have the same meaning when used in the plural; all terms defined herein in the plural shall have the same meaning when used in the singular;

(ii) with regard to each and every term and condition of this Agreement, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party actually prepared, drafted or requested any term or condition of this Agreement;

(iii) all references herein to Sections, subsections, paragraphs, subparagraphs and clauses shall be deemed references to such parts of this Agreement, unless the context shall otherwise require;

(iv) all pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require;

(v) the words “include” and “including” and variations thereof shall not be deemed terms of limitation, but rather shall be deemed to be followed by the words “without limitation”;

(vi) any accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as applied in the United States;

(vii) the Exhibits and Schedules, if any, attached hereto are incorporated herein by reference and shall be considered part of this Agreement;

(viii) any consent or approval rights of the Board or the Company contained herein shall be exercised in the sole and absolute discretion of the Board or the Company, as applicable, unless otherwise expressly set forth herein; and

(ix) all references to $, currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars.

8

2. Restrictions on Transfer.

(a) Except as expressly permitted in this Agreement, no Stockholder shall in any way, directly or indirectly (whether by act, omission or operation of law), sell, exchange, transfer, hypothecate, negotiate, gift, convey in trust, pledge, assign, encumber, or otherwise dispose of, or by adjudication of the Stockholder as bankrupt, by assignment for the benefit of creditors, by attachment, levy or other seizure by any creditor (whether or not pursuant to judicial process), or by passage or distribution of the Covered Stock under judicial order or legal process, carry out or permit the transfer of, all or any portion of such Stockholder’s Covered Stock (any of the foregoing, a “Transfer”). Any Transfer not expressly permitted herein shall be void and of no effect.

(b) No Transfer may be made that would violate or be inconsistent with any other agreement a Stockholder may have with the Company or would cause the number of securityholders of the Company to exceed the number that is fifty (50) less than the number of securityholders which would require the Company to register any securities of the Company under any applicable laws; provided, however, that upon the receipt of a notice by any Stockholder of a proposed Transfer, the Company shall inform such Stockholder, no later than five (5) Business Days after receipt of such notice, of the number of securityholders of the Company. No Transfer may be made unless the Transferee (i) agrees in writing to be bound by the provisions of this Agreement as though it were a Stockholder hereunder (including without limitation the obligations under Section 11 hereunder) and (ii) unless waived by the Board (or a designee of the Board to whom such authority has been delegated), causes to be delivered to the Company, at such Transferee’s sole cost and expense, a favorable opinion from Kirkland & Ellis LLP, Latham & Watkins LLP, or other legal counsel reasonably acceptable to the Board (or a designee of the Board to whom such authority has been delegated), to the effect that such Transfer does not violate or result in registration being required under any applicable law. In addition, such Transferee shall execute and deliver such other instruments and documents, in form and substance reasonably satisfactory to the Board (or a designee of the Board to whom such authority has been delegated) (including, any instrument necessary to cause the Transferee to become a Stockholder), as are reasonably requested by the Company in connection with such Transfer. Upon compliance with all provisions hereof, all other Stockholders agree to execute and deliver such amendments hereto as are necessary to cause such Transferee to become a Stockholder if requested by the Board.

(c) No Stockholder may Transfer any Covered Stock to a Competitor, other than pursuant to a transaction contemplated by Section 5 below.

3. Certain Permitted Transfers. Notwithstanding anything to the contrary in Section 2(a), but subject to Sections 2(b) and 2(c):

(a) A Stockholder may Transfer all or a portion of such Stockholder’s Covered Stock (i) to the Company, (ii) to an Affiliate of such Stockholder (other than to an Affiliate in connection with a Permitted Transfer) subject to the prior written

9

consent of the Board, which consent will not be unreasonably withheld, (iii) as permitted by Sections 4, 5, 6 and 10, and (iv) pursuant to a Permitted Transfer. Such Stockholder shall give notice to the Company of such Transfer at least 5 Business Days prior to such Transfer.

(b) A Transferee who becomes a Stockholder pursuant to this Section 3 shall have, to the extent Transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of a Stockholder under this Agreement. For the avoidance of doubt, a transferee of shares of Covered Stock of a U.S. Situs Pritzker Stockholder or MDP Stockholder (other than a Permitted Transferee of such U.S. Situs Pritzker Stockholder or MDP Stockholder) does not become a U.S. Situs Pritzker Stockholder or MDP Stockholder or become entitled to all rights and powers of a U.S. Situs Pritzker Stockholder or MDP Stockholder solely because of such Transfer.

(c) The following provisions shall be applied to any Transfer to which Sections 4, 5 or 6 apply:

(i) To the extent possible, each Stockholder shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order to expeditiously consummate a Transfer pursuant to Sections 4, 5 or 6 and any related transactions, including voting, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, furnishing information and copies of documents, filing applications, reports, returns, filings and other documents or instruments with governmental authorities, and otherwise cooperating with the Prospective Selling Stockholder(s) and the proposed purchaser(s) to the extent reasonably requested; provided, however, that Drag or Tag Sellers shall be obligated to become liable in respect of any representations, warranties, indemnities or otherwise to the proposed purchaser solely to the extent provided in Sections 5(a) and 6(a), as applicable.

(ii) The MDP Stockholders, in the case of a proposed Transfer pursuant to Section 5, or the Section 6 Selling Stockholders, in the case of a proposed Transfer pursuant to Section 6, shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Transfer and the terms and conditions thereof.

4. Right of First Refusal.

(a) Subject to Section 4(d), the provisions of this Section 4 shall apply to all Transfers.

(b) Subject to Section 4(d), if any Stockholder proposes to Transfer all or any portion of its Covered Stock in accordance with this Agreement to a Person who is not an Affiliate of such Stockholder (a “Third Party Purchaser”), then such Stockholder (the “Section 4 Selling Stockholder”) shall, prior to consummating such sale,

10

offer in a written notice to Transfer such Covered Stock to the Company, specifying the identity of the proposed Third Party Purchaser, if any, the terms and conditions of such proposed Transfer (including the price per share, the amount of Covered Stock to be sold, the proposed date of Transfer, if known, and any other applicable economic terms) as offered by the Third Party Purchaser and offering to Transfer such Covered Stock to the Company on the same terms, provided, however, that the Company shall have the right to pay cash in lieu of any non cash consideration (at the fair market value determined by the Board) (the “Section 4 Offer Notice”). The Section 4 Offer Notice shall include reasonable detail (including the Section 4 Selling Stockholder’s good faith estimate of the fair market value) concerning any non cash portion of the proposed consideration, if any, to allow the Board (excluding the Directors designated by the Section 4 Selling Stockholder and each proposed purchaser, if any) to reasonably determine the fair market value of such non cash consideration. The Company shall have twenty-one (21) days from the date the Section 4 Offer Notice was received to accept the offer to Transfer all or any portion of the Covered Stock subject to the Section 4 Offer Notice. If the Company does not accept the offer provided in the Section 4 Offer Notice within such period, it shall be deemed to have rejected the offer. If the Company does not accept the offer provided in the Section 4 Offer Notice pursuant to this Section 4(b) with respect to all shares of Covered Stock covered thereby, then at the expiration of the twenty-one (21) day notice period (or, if earlier, upon the express rejection in writing by the Company of such offer), the Section 4 Selling Stockholder shall offer to Transfer on a pro rata basis such shares of Covered Stock not accepted for purchase by the Company to the Stockholders who are not Section 4 Selling Stockholders and to the Non-U.S. Situs Pritzker Stockholders (collectively, the “Non-Transferring Section 4 Stockholders”) and shall deliver to such Non-Transferring Section 4 Stockholders a subsequent Section 4 Offer Notice (the “Subsequent Section 4 Offer Notice”). The Non-Transferring Section 4 Stockholders shall have twenty-one (21) days from the date the Subsequent Section 4 Offer Notice was received to accept the Section 4 Selling Stockholder’s offer to Transfer all, but not less than all, of the Covered Stock subject to the Subsequent Section 4 Offer Notice, and any Non-Transferring Section 4 Stockholder who does not accept the offer provided in the Subsequent Section 4 Offer Notice within such period shall be deemed to have rejected the offer. In the event that more than one Non-Transferring Section 4 Stockholder wishes to accept such offer, each such Non-Transferring Section 4 Stockholder shall have the right to purchase the offered Covered Stock pro rata based on the ratio of the Overall Percentage Interest of such Non-Transferring Section 4 Stockholder to the combined Overall Percentage Interest of all Non-Transferring Section 4 Stockholders purchasing the Covered Stock pursuant to this Section 4(b); provided, however, that the Overall Percentage Interest for each U.S. Situs Pritzker Stockholder may be increased or decreased by the agreement of such U.S. Situs Pritzker Stockholder so long as the aggregate number of shares of Covered Stock that the U.S. Situs Pritzker Stockholders (as a group) have the right to acquire as Non-Transferring Section 4 Stockholders does not exceed the

11

aggregate number of shares of Covered Stock that all U.S. Situs Pritzker Stockholders have the right to acquire as Non-Transferring Section 4 Stockholders before any such increases or decreases to any Overall Percentage Interest of any U.S. Situs Pritzker Stockholder; and provided, further, that the Overall Percentage Interest for each Non-U.S. Situs Pritzker Stockholder may be increased or decreased by the agreement of such Non-U.S. Situs Pritzker Stockholder so long as the aggregate number of shares of Covered Stock that the Non-U.S. Situs Pritzker Stockholders (as a group) have the right to acquire as Non-Transferring Section 4 Stockholders does not exceed the aggregate number of shares of Covered Stock that all Non-U.S. Situs Pritzker Stockholders have the right to acquire as Non-Transferring Section 4 Stockholders before any such increases or decreases to any Overall Percentage Interest of any Non-U.S. Situs Pritzker Stockholder. If no Non-Transferring Section 4 Stockholder accepts such offer pursuant to this Section 4(b), then at the expiration of the twenty-one (21) day notice period (or, if earlier, upon the express rejection in writing by the Non-Transferring Section 4 Stockholders of such offer), subject only to Sections 2(b), 2(c), 3, 4(d) and 6, the Section 4 Selling Stockholder may Transfer the offered Covered Stock to the proposed Transferee, provided that such Transfer occurs within thirty (30) days after the expiration of such twenty-one (21) day period and is at a price and upon terms and conditions no more favorable to the Transferee than the price, terms and conditions specified in the Section 4 Offer Notice and Subsequent Section 4 Offer Notice. To the extent shares of Covered Stock are to be Transferred to the Company or a Non-Transferring Section 4 Stockholder pursuant to this Section 4(b), each Section 4 Selling Stockholder shall cause such shares of Covered Stock to be Transferred free and clear of all liens, claims, encumbrances and other restrictions (other than as set forth in this Agreement) and shall be deemed to have represented that such Section 4 Selling Stockholder has full right, title and interest in and to such shares of Covered Stock and has all necessary power and authority and has taken all necessary actions to sell such shares of Covered Stock. The closing of any Transfer pursuant to this Section 4(b) shall occur in accordance with the terms and provisions of the offer and this Agreement.

(c) Any proposed Transfer by a Section 4 Selling Stockholder not consummated within the time periods set forth in this Section 4 shall again be subject to this Section 4 and shall require compliance by such Section 4 Selling Stockholder with the procedures described in this Section 4. The exercise or non-exercise of the rights of the Company or of any Stockholder under this Section 4 with respect to any proposed Transfer shall not adversely affect its rights with respect to subsequent Transfers by a Section 4 Selling Stockholder under this Section 4.

(d) The provisions of this Section 4 shall be subordinate to those of Section 5, and shall not apply to Transfers under Section 5 or to any Transfer permitted by Section 3(a).

(e) The Stockholders agree that they shall not consent to any amendment of this Section 4 (or, as applicable, Section 31 hereof) that disproportionately adversely

12

affects shares of Covered Stock held by other stockholders entitled to the benefit of such provisions who are not parties hereto without having first obtained the approval of the holders of a majority of the shares of Covered Stock held by such other stockholders.

5. Drag-Along Right.

(a) In connection with any transaction or series of related transactions that results in any Person who is not an Affiliate of the Company prior to such transaction or series of transactions acquiring all, but not less than all, of the shares of Covered Stock held by the MDP Stockholders (the “MDP Sale Transaction”), the MDP Stockholders shall have the right to require each U.S. Situs Pritzker Stockholder (for the purposes of this Section 5, a “Dragged Stockholder”) to sell an equal percentage of such Dragged Stockholder’s shares of Covered Stock in such MDP Sale Transaction on the same terms, conditions and price per share of Covered Stock as those applicable to the MDP Stockholders (including, if applicable, by providing an indemnity with respect to breaches of representations, warranties or covenants regarding the financial condition, results of operations, assets or liabilities of the Company or otherwise with respect to the liabilities or operations of the Company, in each case to the extent agreed to by the MDP Stockholders; provided, that any such indemnity will be subject to clause (3) of the last sentence of this Section 5(a)) (the “Drag Transaction”). In addition, upon the request of the MDP Stockholders, the Dragged Stockholders agree (i) to vote (and if applicable, cause each of its Affiliates to vote) in favor of such MDP Sale Transaction, (ii) to vote in opposition to any and all other proposals that could oppose, prevent, delay, or impair the Company’s ability to close such MDP Sale Transaction, (iii) not to deposit, or cause such Dragged Stockholder’s Affiliates to deposit any shares of Covered Stock in a voting trust or subject any such shares to any arrangement or agreement with respect to voting any such shares, unless the MDP Stockholders specifically request that that Dragged Stockholder or such Dragged Stockholder Affiliate do so in connection with such MDP Sale Transaction, and (iv) not to demand or exercise dissenter’s or appraisal rights under Section 262 of the Delaware General Corporation Law (or any successor provision thereto) or any other applicable law or contract for which dissenter’s or appraisal rights are available with respect to such MDP Sale Transaction. In the event that the MDP Stockholders exercise their rights pursuant to this Section 5, (1) no Dragged Stockholder will be obligated to pay more than its pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with such MDP Sale Transaction to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company or the acquiring party (expenses incurred by or on behalf of a stockholder for its sole benefit not being considered expenses incurred for the benefit of all stockholders), (2) any Dragged Stockholder Transferring Covered Stock pursuant to the MDP Sale Transaction shall not be required to make any representations or warranties in connection with such Transfer, except as to (A) good and valid title to the Covered Stock being Transferred; (B) the absence of liens, with respect to the Covered Stock being

13

Transferred; (C) its valid existence and good standing (if applicable); (D) the legal capacity and authority for, and validity, binding effect and enforceability of (as against such Dragged Stockholder), any agreement entered into by such Dragged Stockholder in connection with the Transfer of such Covered Common Shares; (E) all required consents and approvals to the Dragged Stockholder’s Transfer of such Covered Stock having been obtained (excluding securities laws); and (F) the fact that no broker’s commission or finder’s fee is payable by the Dragged Stockholder as a result of the Dragged Stockholder’s conduct in connection with the Transfer of the Covered Stock pursuant to this Section 5, and (3) any indemnifications provided by the Dragged Stockholders will be on a several and not a joint basis (other than to the extent secured by an escrow fund or other similar mechanism).

(b) In the event that the MDP Stockholders desire to exercise their rights pursuant to this Section 5, the MDP Stockholders shall notify each Stockholder in writing of the proposed Transfer no less than twenty (20) days prior to the contemplated consummation date of the proposed Transfer or transaction (the “Drag Notice”). Such notice shall set forth: (i) a description of the proposed Transfer or other transaction, (ii) the name of the proposed purchaser, and (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the proposed purchaser. Any proposed Transfer or transaction pursuant to this Section 5 that is not consummated within one hundred eighty (180) days following the date of the Drag Notice, shall again be subject to the notice provisions of this Section 5(b).

(c) To the extent in conflict with the provisions of this Section 5, the provisions of Sections 4 and 6 shall be subordinate to and shall not apply to any Transfer or exercise of rights contemplated by this Section 5.

6. Tag-Along Right.

(a) If any Stockholder (for the purposes of this Section 6, the “Section 6 Selling Stockholder”) proposes to Transfer any shares of Covered Stock then held by such Section 6 Selling Stockholder (each, a “Section 6 Transaction”), to one or more Persons who are not Affiliates of such Section 6 Selling Stockholder, then, each Stockholder and each Non-U.S. Situs Pritzker Stockholder other than such Section 6 Selling Stockholder (each, an “Electing Stockholder”) shall have the right to require the proposed purchaser to purchase up to the same number of the Electing Stockholder’s shares of Covered Stock representing such Electing Stockholder’s Section 6 Percentage Interest, on the same terms, conditions and equivalent type and amount of consideration payable per share of Covered Stock as such Section 6 Selling Stockholders. The shares of Covered Stock being purchased from the Section 6 Selling Stockholder and the Electing Stockholders will be reduced on a pro rata basis if the proposed purchaser will not purchase all the shares of Covered Stock being offered; provided, however, that if the proposed purchaser will not purchase all the shares of Covered Stock being offered, at the election of the Electing Stockholders, the Section 6 Selling

14

Stockholders shall be entitled to purchase any shares of Covered Stock that the proposed purchaser has not agreed to purchase from the Electing Stockholders on the same terms and conditions and for the same consideration as shares of Covered Stock being purchased by the proposed purchaser. In the event that an Electing Stockholder exercises its rights pursuant to this Section 6, (i) no Electing Stockholder will be obligated to pay more than its pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with such Section 6 Transaction to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company or the proposed purchaser (expenses incurred by or on behalf of a stockholder for its sole benefit not being considered expenses incurred for the benefit of all stockholders), (ii) any Electing Stockholder Transferring Covered Stock pursuant to the Section 6 Transaction shall make all representations or warranties in connection with such Transfer as made by the Section 6 Selling Stockholder, and (iii) subject to the preceding clause (ii), any indemnifications provided by the Electing Stockholders will be on a several and not a joint basis with the Section 6 Selling Stockholders participating in such transaction (other than to the extent secured by an escrow fund or other similar mechanism).

(b) Notwithstanding the terms of Section 6(a), the Stockholders may cumulatively and in the aggregate Transfer up to 2% of the issued and outstanding capital stock of the Company in transactions otherwise subject to Section 6(a) without conferring Tag Rights if such Transfers are made in increments of 0.25% or less of the then issued and outstanding capital stock of the Company in any single transaction or a series of related transactions.

(c) In the event that a Section 6 Selling Stockholder desires to consummate a Section 6 Transaction, the Section 6 Selling Stockholder shall notify each Electing Stockholder in writing of such proposed transaction no less than thirty (30) days prior to the contemplated consummation date of such proposed transaction (the “Tag Notice”). Such Tag Notice shall set forth: (i) a description of the proposed transaction, (ii) the name of the proposed purchaser, and (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the proposed purchaser. The Electing Stockholders will have the right, upon written notice to the Section 6 Selling Stockholders, delivered within ten (10) days after receipt of the Tag Notice to participate in the proposed Section 6 Transaction on the terms and conditions set thereof (such participation rights being hereinafter referred to as “Tag Rights”). In the event an Electing Stockholder has not notified the Section 6 Selling Stockholders of its intent to exercise such Tag Rights within ten (10) days of receipt of a Tag Notice, such Electing Stockholder will be deemed to have elected not to exercise such Tag Rights, and shall forfeit, with respect to the transaction contemplated by such Tag Notice. Any proposed Section 6 Transaction that is the subject of a Tag Notice that is not consummated within one hundred twenty (120) days following the date of the Tag Notice shall again be subject to the notice provisions of Section 6 and shall require compliance by the Stockholders with the procedures described in this Section 6(b).

15

(d) The provisions of this Section 6 shall be subject and subordinate to the provisions of Section 4 and 5 and, to the extent in conflict therewith, shall not apply.

7. Pre-Emptive Rights.

(a) Each Stockholder (for the purpose of this Section 7, each a “Pre-Emptive Right Holder”) shall have the right to purchase such Pre-Emptive Right Holder’s Overall Percentage Interest (for the purpose of this Section 7 the “Pre-Emptive Allocation”), or any lesser number, of any new shares of Covered Stock that the Company may, from time to time, propose to sell and issue, in each case, other than Excluded Securities and securities issued in connection with stock splits, stock dividends and in-kind equity distributions (collectively, “New Securities”); provided, however, that the Pre-Emptive Allocation for each U.S. Situs Pritzker Stockholder may be increased or decreased by the agreement of such U.S. Situs Pritzker Stockholder so long as the aggregate number of New Securities that the U.S. Situs Pritzker Stockholders (as a group) have the right to acquire as Pre-Emptive Right Holders does not exceed the aggregate number of New Securities that all U.S. Situs Pritzker Stockholders have the right to acquire as Pre-Emptive Right Holders before any such increases or decreases to any Pre-Emptive Allocation of any U.S. Situs Pritzker Stockholder.

(b) In the event the Company proposes to undertake an issuance of New Securities, it will give each Pre-Emptive Right Holder written notice of such issuance (which notice shall be delivered at least twenty (20) days prior to such issuance), describing the New Securities and the price and terms upon which the Company proposes to issue the same, and setting forth the number of shares or other number of New Securities which such Stockholder is entitled to purchase pursuant to such Stockholder’s Pre-Emptive Allocation and the aggregate purchase price therefor. Each Pre-Emptive Right Holder will have fifteen (15) days from the date of delivery of any such notice from the Company to agree to purchase a specified portion of such New Securities up to such Stockholder’s Pre-Emptive Allocation (as may be adjusted with respect to any U.S. Situs Pritzker Stockholder pursuant to Section 7(a)), for the price and upon the terms specified in the notice (provided that the Pre-Emptive Right Holders shall be entitled to pay cash in lieu of any non-cash consideration) by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If not all of the Pre-Emptive Right Holders elect to purchase their full Pre-Emptive Allocation of New Securities (as adjusted pursuant to Section 7(a)), then the Company shall notify in writing the fully-participating Pre-Emptive Right Holders and the fully-participating “Pre-Emptive Right Holders” pursuant to Section 7 of the 2010 Non-U.S. Stockholders’ Agreement of such and offer such holders the right to acquire such unsubscribed New Securities. Each fully-participating Pre-Emptive Right Holder so notified shall have the right to purchase its pro rata share of the unsubscribed New Securities (in proportion to the Overall Percentage Interests of all fully participating Pre-Emptive Right Holders and participating Non-U.S. Situs Pritzker Stockholders who are “Pre-Emptive Right Holders” pursuant to Section 7 of the 2010 Non-U.S. Stockholders’ Agreement) within five (5) days from the date of such notice from the Company by giving written notice to the Company and stating therein the quantity of unsubscribed New Securities to be purchased.

16

(c) In the event that after said fifteen (15) day period (or, as applicable, such 20-day period) there exists any amount of New Securities that have not been purchased pursuant to this Section 7 and Section 7 of the 2010 Non-U.S. Stockholders’ Agreement, the Company will have one hundred twenty (120) days thereafter to sell such unpurchased New Securities, at a price and upon such other terms no more favorable to the purchasers thereof than those specified in the Company’s notice. In the event the Company has not sold such New Securities within said 120-day period, the Company will not thereafter issue or sell any New Securities without first offering such New Securities to each Pre-Emptive Rights Holder in the manner provided above.

(d) The pre-emptive rights granted by this Section 7 shall be exercisable only by “accredited investors” as defined under Section 501 of Regulation D of the Securities Act. In the event that exercise of a Pre-Emptive Right Holder’s right under this Section 7 would require under applicable law the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the issuance, such Pre-Emptive Right Holder shall not have the right to participate in the issuance. Without limiting the generality of the foregoing, other than pursuant to the Registration Rights Agreement and/or pursuant to Section 12 hereof, it is understood and agreed that the Company has no obligation to effect a registration of such securities under the Securities Act or similar state statutes.

(e) The closing of any sale of New Securities shall be on the date set forth in the notice provided by the Company pursuant to Section 7(b); provided, that such date shall be extended as to any participating Pre-Emptive Right Holder for up to forty (40) days (or such longer period as may be approved by the Company, which approval shall not be unreasonably delayed or withheld) for purposes of obtaining any necessary approvals from Governmental Authorities. The exercise or non-exercise of the rights of the Pre-Emptive Right Holders under this Section 7 shall not adversely affect their rights to participate in subsequent offerings of New Securities subject to Section 7.

(f) The Company may condition the participation of the Pre-Emptive Right Holder upon the purchase by such Pre-Emptive Right Holder of any securities (including debt securities that are not otherwise Covered Stock) other than New Securities (“Other Securities”) in the event that the participation of any Person who is not a Pre-Emptive Right Holder in such issuance (a “Prospective Subscriber”) is so conditioned. In such case, each Pre-Emptive Right Holder exercising its right under this Section 7 shall acquire, together with the New Securities to be acquired by it, Other Securities in the same proportion to the New Securities to be acquired by it as the proportion of Other Securities to New Securities being acquired by a Prospective Subscriber in such issuance, on the same terms and conditions, as to each unit of Subject Securities and Other Securities issued to Pre-Emptive Right Holders exercising their rights under this Section 7, as the Prospective Subscriber shall be issued units of Subject Securities and Other Securities.

17

(g) Notwithstanding the requirements of Section 7(b), in the event that the Board determines that there are circumstances which would materially disadvantage (1) the MDP Stockholders and the Non-MDP Stockholders in the same manner or (2) the Company, the Company may proceed with any issuance prior to having complied with the provisions of Section 7(b), provided, that the Company shall:

(i) provide each Pre-Emptive Right Holder with (i) prompt notice of (which in any event shall be no less than five (5) Business Days after) such issuance and (ii) the notice described in Section 7(b) in which the actual price per unit of New Securities shall be set forth;

(ii) offer to issue to such Pre-Emptive Right Holder such number of New Securities of the type issued in the issuance as may be requested by such Pre-Emptive Right Holder (not to exceed such Stockholder’s Pre-Emptive Allocation) on the same economic terms and conditions with respect to such securities as the subscribers in the issuance (“Section 7(g) Subscribers”) received;

(iii) keep such offer open for a period of ten (10) days, during which period, each such Pre-Emptive Right Holder may accept such offer by sending a written acceptance to the Company and stating therein the quantity of New Securities to be purchased, not to exceed such Stockholder’s Pre-Emptive Allocation; and

(iv) repurchase from the Section 7(g) Subscribers such number of New Securities equal to the number of New Securities acquired by the Pre-Emptive Right Holders under this Section 7(g) at the actual price per unit of the applicable New Securities.

(h) With respect to any issuance of Covered Stock, a Stockholder’s sole rights, and the Company’s sole obligations, are set forth in the provisions of this Section 7. The Stockholders further agree that the rights conferred upon them by Section 7 are of significant value and shall forbear from bringing suit on any claim (whether from contract, fiduciary duty, or otherwise) arising out of an issuance approved by the Non-MDP Stockholders and the MDP Stockholders in accordance with Section 9. Any issuance of Covered Stock conducted in accordance with this Section 7 shall be presumed to be entirely fair, and any party bringing suit in connection with such issuance shall have the burden of establishing unfairness.

8. Board Seats; Committees.

(a) Each Stockholder agrees to take all action necessary to appoint and vote for the individual then serving as Chief Executive Officer of the Company to the Board. If at any time such individual ceases to be the Chief Executive Officer of the Company, then such individual shall be deemed to have resigned from the Board and each Stockholder shall take all action necessary to remove such individual from the Board.

18

(b) The MDP Stockholders, holding a majority of the Covered Stock then held by all MDP Stockholders, taken as a whole, shall have the right to designate, and the Board and the Stockholders will appoint and vote for, not more than five (5) representatives to the Board, which individuals shall be subject to the prior approval of the U.S. Situs Pritzker Stockholders, such approval not to be unreasonably withheld; provided that each of John Canning, Timothy Hurd, Vahe Dombalagian, Edward Magnus and Brittany Smith shall be deemed approved for the purposes of this Section 8(b), and John Canning, Timothy Hurd, Vahe Dombalagian, Edward Magnus and Brittany Smith shall be the initial appointees pursuant to this Section 8(b). Notwithstanding the foregoing, the MDP Stockholders shall have the right to designate, and the Board will appoint, such number of representatives to the Board which is one (1) more than the total number of representatives appointed under Sections 8(a) and 8(c) of this Agreement and Section 8(c) of the 2010 Non-U.S. Stockholders’ Agreement.

(c) The U.S. Situs Pritzker Stockholders holding a majority of the Covered Stock then held by all U.S. Situs Pritzker Stockholders shall have the right to designate, and the Board and the Stockholders will appoint and vote for up to two (2) representatives to the Board, which individuals shall be subject to the prior approval of the MDP Stockholders, such approval not to be unreasonably withheld; provided that each of Matthew Carey and John Stellato shall be deemed approved for the purposes of this Section 8(c), and Matthew Carey and John Stellato shall be the initial appointees pursuant to this Section 8(c).

(d) A director appointed pursuant to Sections 8(b) or 8(c) above may resign, or may be removed either (i) with or without cause solely at the direction of the stockholders of the Company who designated such director (or such stockholders’ successors or Permitted Transferees), or (ii) by the affirmative vote or written consent of a majority of the remaining members of the Board if such director dies or otherwise becomes incapable of fulfilling his or her obligations because of injury or physical or mental illness and such incapacity shall exist for thirty (30) Business Days in the aggregate during any consecutive six (6) month period. The Stockholders who designated any such deceased, removed or resigning director (or such Stockholders’ successors or Permitted Transferees) shall have the exclusive right to designate a replacement for such director, and each Stockholder agrees to appoint and vote for such designated replacement to the Board.

(e) Each committee of the Board, the board of directors (or similar governing body) of each of the Company’s subsidiaries and any committees thereof, shall be comprised of designees appointed by the MDP Stockholders and the U.S. Situs Pritzker Stockholders and as provided in the 2010 Non-U.S. Stockholders’ Agreement, the Non-U.S. Situs Pritzker Designee; provided, however, that in all cases, the MDP Stockholders shall have the right to appoint a number of designees that is one (1) more than the aggregate number of designees that the Non-MDP Stockholders have appointed.

19

(f) The rights to designate representatives for appointment to the Board, any committee of the Board, the board of directors (or similar governing body) of each of the Company’s subsidiaries and any committees thereof shall terminate and each Stockholder’s designee to the Board shall resign if so requested by the Company immediately prior to the consummation of a Qualified Public Offering, and if so requested by the Company, the designating Person will direct its then serving appointed representative to resign from the Board, any committee of the Board, the board of directors (or similar governing body) of each of the Company’s subsidiaries and any committees thereof.

(g) Each member of the Board or board of directors of a Company Subsidiary designated pursuant to Sections 8(b), 8(c) or 8(e) shall be entitled to reimbursement from the Company for his or her reasonable out of pocket expenses (including travel) incurred in attending any meeting of the Board or subsidiary Board or any committee thereof.

9.        Required Approvals. Without the consent (by vote or written consent, as provided by law) of (i) the Non-MDP Stockholders holding a majority of the shares of Covered Stock then held by all Non-MDP Stockholders, and (ii) the MDP Stockholders holding a majority of the shares of Covered Stock then held by all MDP Stockholders, neither the Company nor any of its Subsidiaries shall (either directly or by amendment, merger, consolidation, recapitalization or otherwise):

(a) amend or modify (i) the Certificate of Incorporation of the Company, as in effect on the Effective Date, (ii) the Bylaws of the Company (the “Bylaws”), as in effect on the Effective Date, or (iii) the charter documents of any of the Company’s Subsidiaries, in each case, in a manner that, by the terms of such amendment or modification, adversely impacts the Non-MDP Stockholders or the MDP Stockholders, as applicable, relative to the MDP Stockholders, in the case of the Non-MDP Stockholders, or the Non-MDP Stockholders, in the case of the MDP Stockholders;

(b) incur any Indebtedness that would cause the Company to exceed a consolidated leverage ratio (as determined in accordance with the Credit Agreement) of 5.25:1; provided, however, that consent shall not be required for incurrence of additional Indebtedness that would exceed such leverage ratio to the extent that (i) such Indebtedness is incurred or may be incurred under the terms of the Company’s and its Subsidiaries’ $1,150,000,000 senior secured credit facility and its $645,000,000 senior unsecured facility (the “Facilities”) in existence of the Effective Date, (ii) such Indebtedness is incurred to refinance or replace the Facilities (and does not exceed the amount permitted under the terms of the Facilities in existence on the Effective Date), (iii) the Board (including a majority of the directors elected pursuant to Section 8(c) and Section 8(c) of the 2010 Non-U.S. Stockholders’ Agreement) determines that there are circumstances that

20

would materially disadvantage (1) the MDP Stockholders and the Non-MDP Stockholders in the same manner or (2) the Company, if such Indebtedness is not incurred or (iv) such additional Indebtedness to be incurred is less than $100 million in aggregate principal amount in any transaction or series of related transactions;

(c) issue any equity securities that are pari passu with or senior to the Common Stock, other than Excluded Securities and those issued in compliance with Section 7 hereof;

(d) pay non pro-rata dividends or distributions on any equity securities of the Company or set aside funds to do so;

(e) repurchase, redeem, or retire equity securities of the Company or any of its Subsidiaries (other than the repurchase of securities held by present or former employees of the Company (i) pursuant to agreements between the Company and such employee or (ii) as otherwise approved by the Board), or pursuant to the Company’s exercise of its right of first refusal pursuant to Section 4 (other than the Company’s exercise of its right of first refusal pursuant to Section 4 with respect to any shares of its capital stock to be sold by any MDP Stockholder, which shall be subject to approval by Non-MDP Stockholders holding a majority of the shares of Covered Stock then held by all Non-MDP Stockholders, under this Section 9(e));

(f) engage in any transactions with Affiliates other than (i) any agreement entered into in connection with the acquisition of Company Stock by the MDP Stockholders pursuant to the Stock Purchase Agreement, (ii) any written agreement with an Affiliate in place as of the Effective Date and set forth on Schedule 3 hereto, (iii) any transaction specifically contemplated by and in compliance with the other provisions of this Agreement, including any issuance of Covered Stock pursuant to Section 7 or issuance of Excluded Securities, (iv) any employment and compensation arrangements that have been approved by the Board (but excluding any such agreements with any persons who are Affiliates of the MDP Stockholders or the Non-MDP Stockholders), (v) any transaction entered into upon terms no less favorable than those that would be available in similar arms’ length transactions (including transactions with portfolio companies of the MDP Stockholders, the Non-MDP Stockholders or their respective Affiliates, in the ordinary course of business);

(g) voluntarily liquidate, dissolve or wind up the Company or commence or acquiesce in any case, proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (iii) make a general assignment for the benefit of its creditors;

21

(h) change the size of the Board, other than in connection with a Qualified Public Offering to be consummated within thirty (30) days after the change in Board size; and

(i) increase or initiate any fees paid or payable or amounts reimbursed to Madison Dearborn Partners, LLC or its Affiliates (other than their respective portfolio companies) by the Company, other than for the reimbursement of expenses payable to directors pursuant to Section 8(g).

10.      Pledges. A Stockholder shall not be permitted to pledge, hypothecate or otherwise encumber any of its Covered Stock without the prior written consent of the Company other than pursuant to a Permitted Pledge.

11.      Capital Contribution. Prior to December 31, 2011, each U.S. Situs Pritzker Stockholder and each MDP Stockholder shall, upon not less than 15 days prior written notice from the Company, contribute its pro rata share of up to a total of $150,000,000 to fund acquisitions approved by the Board. For the purposes of this Section 11, each such Stockholder’s pro rata share will be determined based on the Overall Percentage Interest of such Stockholder divided by the sum of all Overall Percentage Interests of each of the U.S. Situs Pritzker Stockholders, Non-U.S. Situs Pritzker Stockholders and MDP Stockholders at such date.

12.      Requirement to Effect a Public Offering or Sale. In the event that the Company (i) has not consummated a Public Offering prior to the fifth (5^th) anniversary of the Effective Date or (ii) has not been sold in a manner that provides cash consideration for the shares of Common Stock held by the Non-MDP Stockholders and the MDP Stockholders, then, if the Non-MDP Stockholders as a group commit to selling not less than a sufficient number of shares of Common Stock to generate net proceeds of $100 million, upon the written request of the Non-MDP Stockholders holding a majority of the Common Stock then held by all Non-MDP Stockholders, the MDP Stockholders shall either (x) cause the Company to consummate a Public Offering with net proceeds of at least $200 million or (y) effect the sale of all of the equity interests of the Company following an auction process conducted by a Financial Advisor reasonably satisfactory to the Non-MDP Stockholders holding a majority of the Common Stock then held by all Non-MDP Stockholders, in each case as soon as possible, and in any event, no later than 180 days following the date of such request. If, however, the Board determines that no buyer has been identified after auction that is reasonably likely to consummate a transaction at or above the Reservation Price, the MDP Stockholders may fulfill its obligations under this Section 12 by terminating the sale process and causing the Company to effect a Public Offering within 180 days of such termination.

13.      Information Rights.

(a)    The Company will furnish to each Stockholder owning at least two and a half percent (2.5%) of the outstanding Common Stock the following information (for the purposes of this Section 13, shares of Common Stock held any member of a Beneficiary Group that is a

22

Stockholder shall be aggregated together with the shares of capital stock of the Company held by all members of such Beneficiary Group and their Affiliates for the purposes of determining availability of rights and application of obligations of such Stockholder under this Section and, following December 31, 2011, only one copy of any information to be provided under this Section 13 shall be delivered for the benefit of each Beneficiary Group as noted on Annex A attached hereto):

(i) As soon as available, but no sooner than ninety (90) days following completion of the fiscal year, the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of each such fiscal year and the audited consolidated statements of income, cash flows and changes in stockholders’ equity for such year of the Company and the Subsidiaries, setting forth in each case in comparative form the figures for the next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company and the Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby.

(ii) As soon as available, but no sooner than forty-five (45) days following completion of the fiscal quarter (other than the fourth fiscal quarter), the consolidated balance sheet of the Company and the Subsidiaries as at the end of such quarter and the consolidated statements of income, cash flows and changes in stockholders’ equity for such quarter and the portion of the fiscal year then ended of the Company and the Subsidiaries, setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail and all prepared in accordance with GAAP consistently applied.

(b) With respect to the MDP Stockholders and, at the request of the MDP Stockholders, each Affiliate thereof that indirectly has an interest in the Company, in each case that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each, a “VCOC Member” and collectively, the “VCOC Members”), for so long as the VCOC Members, directly or through one or more conduit Subsidiaries, continue to hold any Shares, the Company shall, with respect to the VCOC Members:

(i) To the extent not otherwise provided in this Agreement, provide the designated representative of the VCOC Members (the “Designated Representative”) with:

a. the right to visit and inspect any of the offices and properties of the Company and its Subsidiaries and inspect and copy the books and records of the Company and its Subsidiaries, as the Designated Representative shall reasonably request;

23

b. to the extent the Company is required by law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company as soon as available; and

c. copies of all materials provided to the Board, provided, that the Company shall be entitled to exclude portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege.

(ii) Make appropriate officers of the Company available periodically and at such times as reasonably requested by the Designated Representative for consultation with the Designated Representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries, including significant changes in management personnel and compensation of employees, introduction of new lines of business, important acquisitions or dispositions of plants and equipment, significant research and development programs, the purchasing or selling of important trademarks, licenses or concessions or the proposed commencement of compromise of significant litigation;

(iii) Give the VCOC Members collectively the right to designate one non-voting board observer (who may also be the Designated Representative) who will be entitled to attend all meetings of the Board, participate in all deliberations of the Board and receive copies of all materials provided to the Board, provided that such observer shall have no voting rights with respect to actions taken or elected not to be taken by the Board, provided, further, that the Company shall be entitled to exclude such observer from such portions of a Board meeting to the extent such observer’s presence would be reasonably likely to result in the waiver of attorney-client privilege, attorney-work-product doctrine protections, trade secrets, or any other legal privileges, protections, or rights of the Company and provided, further, that prior to attending or participating in any meeting of the Board or receiving any materials provided to the Board, the designated non-voting board observer shall be required to execute an agreement with the Company regarding his or her preservation of the Company’s confidential information;

(iv) To the extent consistent with applicable law (and with respect to events which require public disclosure, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise), inform the Designated Representative in advance with respect to any significant corporate actions, including extraordinary dividends, mergers,

24

acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, and to provide the VCOC Members or their designated representative with the right to consult with the Company with respect to such actions;

(v) Provide the VCOC Members with such other rights of consultation which the VCOC Members’ counsel, along with the Company’s counsel determine to be reasonably necessary under applicable legal authorities promulgated after the Effective Date to qualify its investment in the Company as a “venture capital investment” for purposes of the Plan Assets Regulation; and

(vi) To consider the recommendations of the Designated Representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company.

(c) Within 90 days after the end of each fiscal year, the Company shall cause to be delivered to each Stockholder (so long as such Stockholder owned any Shares during such prior fiscal year) all information necessary for the preparation of such Stockholder’s income tax returns (whether federal, state or foreign).

14.      D&O Insurance. The Company shall purchase, within a reasonable period following the Effective Date, and maintain for such periods as the Board shall in good faith determine (provided that such period shall not be less than six (6) years following cessation of service), at its expense, insurance in an amount determined in good faith by the Board to be appropriate (provided, that such amount shall not be lower than $15,000,000 unless otherwise agreed by (i) the Non-MDP Stockholders holding a majority of the shares of Covered Stock then held by all Non-MDP Stockholders, and (ii) the MDP Stockholders holding a majority of the shares of Covered Stock then held by all MDP Stockholders), on behalf of any person who after the Effective Date is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person, including any direct or indirect Subsidiary of the Company, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions.

15.      Representations and Warranties. Each party hereto represents and warrants that:

(a) If an entity, such party is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization.

(b) Such party possesses the requisite power and authority to enter into and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. If an entity, such party has properly taken all action required to be taken by it with respect to the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby.

25

(c) This Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms and conditions, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity.

(d) The execution, delivery and performance by such party of this Agreement and the consummation of the transactions contemplated hereby, do not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any Governmental Authority or other Person under, (i) any law, judgment, order, writ, injunction, decree or award of any Governmental Authority to which such party is subject, (ii) if an entity, the organizational documents of such party or (iii) any license, agreement, commitment or other instrument or document to which such party is a party or by which such party is otherwise bound.

The representations and warranties contained in this Agreement shall survive the execution of this Agreement.

16.      Legends. Each certificate or other documents representing shares of Common Stock shall bear the following legend until such time as the Common Stock represented thereby is no longer subject to the provisions hereof or such legend is no longer applicable (as determined by the Company in its sole direction):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR SUCH LAWS AND THE RULES AND REGULATIONS THEREUNDER.

THE VOTING, SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT, DATED AS OF JUNE __, 2010, AMONG TRANSUNION CORP. AND CERTAIN HOLDERS OF ITS COMMON STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF TRANSUNION CORP.”

26

The Company will instruct any transfer agent not to register the Transfer of any shares of Common Stock until the conditions specified in the foregoing legend and this Agreement are satisfied.

17.      Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given when received if delivered personally, on the next Business Day if sent by overnight courier for next Business Day delivery (providing proof of delivery), on receipt of confirmation if sent by facsimile, or in five (5) Business Days if sent by U.S. registered or certified mail, postage prepaid (return receipt requested) to the other parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company:

TransUnion Corp.

555 West Adams Street

Chicago, Illinois 60661

Facsimile No.: (312) 466-7706

Attention: General Counsel

If to a Stockholder, to the applicable address indicated on Schedule 1 attached hereto as amended from time to time.

The Company or any Stockholder, by notice to the other parties hereto, may designate additional or different addresses for subsequent notices or communications. All notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. If a notice or communication is mailed, transmitted or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

18.      Governing Law. This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Delaware without reference to its internal conflicts of laws principles.

19.      Disputes.

(a) Except as otherwise specifically provided in this Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the AAA. Any party to this Agreement may initiate arbitration (the “Initiating Party”) by notice to any other party (the “Receiving Party”) (a “Request for Arbitration”). The arbitration shall be conducted in accordance with the AAA rules governing commercial arbitration

27

in effect at the time of the arbitration, except as they may be modified by the provisions of this Agreement. The place of the arbitration shall be Chicago, Illinois. The arbitration shall be conducted by three arbitrators appointed as follows: (i) the Initiating Party shall appoint one qualified arbitrator, (ii) the Receiving Party shall appoint one qualified arbitrator and (iii) the third qualified arbitrator shall be selected jointly by the first two arbitrators appointed pursuant to (i) and (ii) above (or if one or both of the arbitrator(s) is not appointed pursuant to (i) or (ii) above, as appointed by the AAA (as described below)). To the extent (a) either the Initiating Party or the Receiving Party fails to appoint an arbitrator within fifteen (15) days after delivery of the Request for Arbitration or (b) the first two arbitrators fail to appoint a third arbitrator pursuant to (iii) above within fifteen (15) days, such party’s appointment of an arbitrator shall be made by the AAA pursuant to its rules governing commercial arbitration in effect at the time of the arbitration. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who (A) has no personal relationship with any of the parties to this Agreement, (B) has no direct business relationship with any of the parties to this Agreement, (C) has no material indirect business relationship with any of the parties to this Agreement and (D) who has at least twenty (20) years of experience in the practice of law with significant experience in each of corporate law, securities law, capital markets and corporate finance matters. The arbitration shall commence within thirty (30) days after the appointment of the three arbitrators; the arbitration shall be completed within sixty (60) days of commencement; and the arbitrators’ award shall be made within thirty (30) days following such completion. The parties may agree to extend the time limits specified in the foregoing sentence.

(b) The arbitrators will apply the substantive law (and the law of remedies, if applicable) of the State of Delaware without reference to its internal conflicts of laws principles, and will be without power to apply any different substantive law. The arbitrators will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing party. The arbitrators also have the authority to grant provisional remedies, including injunctive relief, and to award specific performance. The arbitrators may entertain a motion to dismiss and/or a motion for summary judgment by any party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “Claim”), without holding an evidentiary hearing, if, after affording the parties an opportunity to present written submission and documentary evidence, the arbitrators conclude that there is no material issue of fact and that the Claim may be determined as a matter of law. The parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrators’ award by any court. The arbitrators’ award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including the courts of Cook County, Illinois. Notwithstanding the foregoing, any party to this Agreement may seek injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction without first pursuing resolution of the dispute as provided

28

above. Each party to this Agreement irrevocably submits to the non-exclusive jurisdiction and venue in the courts of the State of Illinois and of the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 19(a) OF THIS AGREEMENT.

(c) The parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided, that nothing herein shall prevent a party from disclosing information regarding the arbitration for purposes of enforcing the award. The parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitration.

(d) If arbitrations are commenced under this Agreement and the 2010 Non-U.S. Stockholders’ Agreement and any party thereto contends that such arbitrations are substantially related, involve common questions of fact or law, and that the issues should be heard in one proceeding, the arbitration panel selected in the first-filed of such proceedings shall determine whether, in the interests of justice and efficiency, the proceedings should be consolidated before that arbitration panel.

20.      Successors and Assigns. None of the parties shall have the right to delegate any of its obligations under this Agreement or any part hereof, except (i) as expressly permitted herein or, (ii) in the case of a Stockholder, to a Transferee in connection with a Permitted Transfer. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective permitted successors and assigns. No party may assign any of its rights under this Agreement or any part hereof without the prior consent of (a) the Company, and (b)(1) the MDP Stockholders (if the proposed assignment is by a U.S. Situs Pritzker Stockholder) or (2) the U.S. Situs Pritzker Stockholders holding a majority of the Covered Stock then held by all U.S. Situs Pritzker Stockholders (if the proposed assignment is by an MDP Stockholder), except to a Permitted Transferee.

21.      No Other Relationships. Nothing contained herein or in any other agreement delivered pursuant hereto or thereto shall be construed to create any agency relationship among the Stockholders. No Stockholder shall owe any fiduciary duties to the Company or to any other Stockholder by virtue of this Agreement. To the extent that at law or in equity, a Stockholder has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Stockholder, a Stockholder acting under this Agreement shall not be liable to the Company or to any Stockholder for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Stockholder otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Stockholder.

29

22.      Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. Upon such determination that any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

23.      Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party shall be entitled to immediate injunctive relief or specific performance without bond or the necessity of showing actual monetary damages in order to enforce or prevent any violations of the provisions of this Agreement.

24.      Confidentiality; Public Announcements, Etc. Each Stockholder agrees, and agrees to cause its Affiliates, to at all times hold in confidence and keep secret and inviolate all of the Company’s confidential information, including, without limitation, the terms and conditions of this Agreement and all unpublished matters relating to the business, property, accounts, books, records, customers and contracts of the Company which the Stockholder or any such Affiliates may or hereafter come to know; provided, however, that, except as otherwise provided herein, the Stockholder may disclose any such information (a) to its Affiliates, directors, officers, employees, representatives and agents, including accountants, legal counsel and other advisors who have a need to know such information in connection with the Stockholder’s investment in the Company (it being understood and agreed that (i) the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential, (ii) no such information will be used to the detriment of the Company and (iii) such Stockholder shall be responsible for breach by any such Person of the provisions of this Section 24), (b) that otherwise is or has become generally available to the public (without breach of this Section 24), (c) as to which Stockholder has obtained knowledge from sources other than the Company or the directors or the officers of the Company (provided, that such source is not known by such Stockholder to be bound by a confidentiality agreement with the Company), (d) with the consent of the Company, (e) that it is required to disclose by law or subpoena or judicial process or as is required to enforce its rights hereunder or that is required to be disclosed under the rules of any stock exchange to which any Stockholder or an Affiliate is subject, in which case, the disclosing Stockholder shall, if possible, provide the Company with prompt advance notice of such disclosure so that the Company shall have the opportunity if it so desires to seek a protective order or other appropriate remedy and, in connection with any such disclosure required by the Securities and Exchange Commission (or similar governmental authority) or the rules of any stock exchange to which a Stockholder or any Affiliate of a Stockholder is subject, the disclosing Stockholder shall use reasonable efforts to obtain confidential treatment for such disclosure (to the extent reasonably available) provided, however,

30

that with respect to standard examinations by or standard filings with any regulatory or

governmental authority, notice shall not be required, or (f) to a potential Transferee, provided that prior to such disclosure, (i) the Company shall have approved of such Transferee and (ii) such potential Transferee shall have entered into a confidentiality agreement on similar terms and conditions as contained in this Section 24 in form and substance reasonably satisfactory to the Company and with respect to which the Company is made an express third party beneficiary; provided, however, subclauses (i) and (ii) of this clause (f) shall not apply to a potential Transferee in connection with a sale pursuant to a registration statement under the Securities Act or a broad distribution sale. Notwithstanding anything in this Agreement to the contrary, a Stockholder or any Affiliate of such Stockholder shall be permitted to disclose confidential information to: (x) their respective current and potential partners, members and investors, and such partners’, members’ and investors’ advisors and (y) the participants at such Stockholder’s annual meeting (it being understood and agreed that in each such case, the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential). Each Stockholder agrees that such confidential information shall be used only in connection with the business of the Company, and the Stockholder’s investment therein, and not for any other purpose.

25.      Counterparts; Effectiveness. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and conditions of this Agreement.

26.      No Trustee Liability. When this Agreement is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Agreement shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder or thereunder, or to perform any covenant, either express or implied, contained herein or therein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely against the assets of the pertinent trust.

27.      No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the parties hereto may be corporations, partnerships, limited liability companies or trusts, each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, member, manager or trustee of any Stockholder or of any partner, member, manager, trustee, Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Stockholder or any current or future member

31

of any Stockholder or any current or future director, officer, employee, partner, member, manager or trustee of any Stockholder or of any Affiliate or assignee thereof, as such, for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

28.      Aggregation. All shares of capital stock of the Company held by any Affiliates of any Stockholder shall be aggregated together with the shares of capital stock of the Company held by such Stockholder for the purposes of determining availability of rights and application of obligations of such Stockholder under this Agreement.

29.      Entire Agreement. This Agreement, the Registration Rights Agreement, dated as of the Effective Date, by and among the Company and the other parties thereto, and the Stock Purchase Agreement (together with the agreements delivered or to be delivered pursuant thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede and shall supersede all prior agreements and understandings (whether written or oral) between the Company and the Stockholders, or any of them, with respect to the subject matter hereof.

30.      Amendment and Waiver. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the Company and the MDP Stockholders and U.S. Situs Pritzker Stockholders holding more than 50% of the shares of Covered Stock held by all Non-MDP Stockholders or, in the case of a waiver, by the party waiving compliance; provided, however, that Schedule 1 to this Agreement shall be amended upon a Permitted Transfer by any MDP Stockholder or U.S. Situs Pritzker Stockholder without the consent of the Company, the MDP Stockholders or the U.S. Situs Pritzker Stockholders; and provided, further, that Schedule 4 to this Agreement shall automatically be amended to conform to any changes made to Schedule 1 of the 2010 Non-U.S. Stockholders’ Agreement. For the avoidance of doubt, any waiver provided by the Non-MDP Stockholders requires the approval of the holders of more than 50% of the shares of Covered Stock of the Non-MDP Stockholders. No delay on the part of any party on exercising any right, power or privileges hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.

31.      Third Party Beneficiaries. Except for Non-U.S. Situs Pritzker Stockholders who are express third party beneficiaries for the purposes of Section 4 (solely as such section applies to Non-U.S. Situs Pritzker Stockholders in their capacity as “Non-Transferring Section 4 Stockholders” hereunder) and Section 6 (solely as such section applies to Non-U.S. Situs Pritzker Stockholders in their capacity as “Electing Stockholders” hereunder) of this Agreement (and in either case, only for so long as such Persons are Non-U.S. Situs Pritzker Stockholders), nothing in this Agreement is intended or shall be construed to give any Person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

32

32.      Waiver of Certain Damages. To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

33.      Termination. This Agreement shall terminate and be of no further force and effect (a) with respect to any individual Stockholder, on the first date when such Stockholder no longer holds any shares of Covered Stock, and (b) in its entirety, upon the first to occur of (i) all of the equity securities of the Company being owned by a single Person, (ii) the agreement in writing of the Company and each of the Stockholders to terminate this Agreement, or (iii) the consummation of a Qualified Public Offering. Notwithstanding the foregoing, Section 34 shall survive indefinitely, including following any termination of this Agreement, unless, with respect to any Stockholder, such Stockholder is a party to the Registration Rights Agreement or obtains the consent of the Company to be released from Section 34.

34.      Lock-up. The terms and conditions in Section 5.1 of the Registration Rights Agreement are incorporated into this Agreement. Each Stockholder is bound by the terms of such section thereof.

35.      Inconsistent Provisions. In the event that any provision of this Agreement is or becomes inconsistent with the Bylaws, the Stockholders shall take all actions necessary to amend the Bylaws such that the Bylaws are not inconsistent with or conflict with this Agreement.

Signature pages follow.

33

IN WITNESS WHEREOF, the parties hereto have duly executed this 2010 U.S. Stockholders’ Agreement as of the date first above written.

THE COMPANY:
TRANSUNION CORP.
By:	/s/ John W. Blenke
	Name:	John W. Blenke
	Title:	Executive Vice President,
		Corporate General Counsel,
		Secretary

THE U.S. SITUS PRITZKER STOCKHOLDERS:
The U.S. Trusts
By:	/s/ Marshall E. Eisenberg
	Marshall E. Eisenberg, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule 1

By:	/s/ Thomas J. Pritzker
	Thomas J. Pritzker, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule 1

By:	/s/ Karl J. Breyer
	Karl J. Breyer, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule 1

[SIGNATURE PAGE TO 2010 U.S. STOCKHOLDERS’ AGREEMENT]

THE MDP STOCKHOLDER:
MDCPVI TU HOLDINGS, LLC
By:	/s/ Timothy Hurd
	Name:	Timothy Hurd
	Title:	President

[SIGNATURE PAGE TO 2010 U.S. STOCKHOLDERS’ AGREEMENT]

SCHEDULE 1

U.S. Situs Pritzker Stockholders

Karl J. Breyer, Marshall E. Eisenberg and Thomas J. Pritzker, not individually, but solely as co-trustees of each of the separate trusts listed below in this Schedule 1.

c/o Diversified Financial Management Corp.

71 South Wacker Drive, 46^th Floor

Chicago, Illinois 60606

SCHEDULE 2

MDP Stockholder

MDCPVI TU Holdings, LLC

c/o Madison Dearborn Partners, LLC

3 First National Plaza, Suite 4600

Chicago, Illinois 60602

SCHEDULE 3

Agreements with Affiliates

Tax Separation Agreement, dated as of January 1, 2005, by and among the Company, Marmon Holdings, Inc. and each of their respective direct and indirect subsidiaries.

SCHEDULE 4

Non-U.S. Situs Pritzker Stockholders

CIBC Trust Company (Bahamas) Limited, solely as trustee of each of the separate trusts listed below in this Schedule 4.

c/o CIBC Trust Company (Bahamas) Limited

Goodman’s Bay Corporate Centre

West Bay Street

P.O. N-3933

Nassau, Bahamas

ANNEX A

Beneficiary Groups

ANNEX B

Competitors

Accenture plc

Acxiom Corporation

Automated Data Processing, Inc.

Alliance Data Systems Corporation

CBC Companies

CSC Credit Services

Choicepoint, Inc.

CyberSource Corporation

The Dun & Bradstreet Corporation

Equifax, Inc.

Experian Group Limited

Fair Isaac Corporation

Fidelity National Information Services, Inc.

The First Advantage Corporation

Fiserv Inc.

Innovis Data Solutions, Inc.

Intersections, Inc.

InfoUSA, Inc.

Reed Elsevier

Moody’s Corp.

The McGraw-Hill Companies, Inc.

Paychex Inc.

SunGard Data Systems, Inc.

Thompson Reuters Corporation

Volt Information Sciences, Inc.

Walters Kluwer, N.V.,

and in each case including their respective subsidiaries, Affiliates and successors.

EX-10.8

Exhibit 10.8

TRANSUNION CORP.

2010 NON-U.S. STOCKHOLDERS’ AGREEMENT

THIS TRANSUNION CORP. 2010 NON-U.S. STOCKHOLDERS’ AGREEMENT, dated as of June 15, 2010 (the “Effective Date”), is made by and among TRANSUNION CORP., a Delaware corporation (the “Company”), each Person identified on Schedule 1 hereto (as amended from time to time as provided in Section 30 below, and in each case including their respective Permitted Transferees, the “Non-U.S. Situs Pritzker Stockholders”), each Person identified on Schedule 2 hereto (as amended from time to time as provided in Section 30 below, and in each case including their respective Permitted Transferees, the “MDP Stockholders”), and any other Person who becomes a party to this Agreement pursuant to the provisions hereof (together with the Non-U.S. Situs Pritzker Stockholders and the MDP Stockholders, each, individually, a “Stockholder” and, collectively, the “Stockholders”). All capitalized terms used without a definition shall have the meaning as specified in Section 1(a).

WHEREAS, the Company and each of the Stockholders desire, for their mutual benefit and protection, to enter into this Agreement to set forth their respective rights and obligations with respect to the affairs of the Company and the capital stock held by the Stockholders.

NOW, THEREFORE, in consideration of the recitals and the mutual premises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions; Rules of Construction.

(a) For purposes of this Agreement, each of the following terms shall have the meaning ascribed to it in this Section 1:

“2010 U.S. Stockholders’ Agreement” – means that certain 2010 U.S. Stockholders’ Agreement, dated as of the date hereof, by and among the Company and the stockholders party thereto.

“AAA” – American Arbitration Association.

“Affiliate” – as to any Person any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, provided, that neither the Company nor any of its Subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa). For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. With respect to any MDP Stockholder, the term “Affiliate” shall also include any Person now or hereafter existing that is (a) controlled, directly or indirectly, by one or more general partners or managing members of

such MDP Stockholder (or the Madison Dearborn Partners fund or funds which control such MDP Stockholder), or (b) directly or indirectly managed or advised by any Person (or an Affiliate of such Person) who directly or indirectly manages or advises such MDP Stockholder or any of the Madison Dearborn Partners fund or funds which control such MDP Stockholder.

“Agreement” – this TransUnion Corp. 2010 Non-U.S. Stockholders’ Agreement, as originally executed and as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

“Beneficiary Group” – means each of the individuals listed on Annex A attached hereto and members of his/her Immediate Family and trusts for the benefit of such individual and/or members of his/her Immediate Family.

“Board” – the Board of Directors of the Company.

“Business Day” – any day other than a Saturday, Sunday or other day in Chicago, Illinois on which banking institutions are authorized by law or regulations to close.

“Bylaws” – as defined in Section 9(a).

“Claim” – as defined in Section 19(b).

“Common Stock” means the common stock, par value $0.01 per share, of the Company.

“Company” – as defined in the Preamble.

“Competitor” – means any Person listed on Annex B, as the same may be amended from time to time.

“Covered Stock” of any Person means the capital stock of the Company of any class or series, including warrants, rights, participating interests or options to purchase or otherwise acquire any such class or series of capital stock or securities exchangeable for or convertible into any such class or series of capital stock then held by such Person, assuming the full exercise, exchange or conversion of all warrants, participating interests, options and other rights or instruments of the Company held by such Person (whether or not such securities are then vested, exercisable or in-the-money).

“Credit Agreement” - that certain Credit Agreement, dated as of the date hereof, by and among the Company, certain subsidiaries of the Company, Deutsche Bank Trust Company Americas, as administrative agent and collateral agent, and the other financial institutions party thereto, as in effect on the date hereof.

“Designated Representative” – as defined in Section 13(b).

2

“Effective Date” – as defined in the Preamble.

“Electing Stockholder” – as defined in Section 6(a).

“Excluded Securities” – any equity securities of the Company (which for this purpose shall include securities exercisable for, convertible into or exchangeable for equity securities of the Company, any equity or profit participation rights, or any rights, options, or warrants to purchase any of the foregoing issued by the Company subsequent to the Effective Date) that consist of any of the following: (i) issuances of equity securities (or securities exercisable for, convertible into or exchangeable for equity securities) to employees, consultants and members of the Board (or similar governing bodies) of the Company or its Subsidiaries in connection with the performance of services in such capacities and made pursuant to any plan adopted by the Board not to exceed, in the aggregate, 12% of the total issued and outstanding equity of the Company on the Effective Date; (ii) the issuance of equity securities (or securities exercisable for, convertible into or exchangeable for equity securities) in a Public Offering; (iii) the issuance of equity securities (or securities exercisable for, convertible into or exchangeable for equity securities) issued for non-cash consideration pursuant to a merger, consolidation, acquisition, joint venture, strategic partnership, or similar business combination approved by the Board which are dilutive to all then existing Stockholders in the same manner; (iv) the issuance of equity securities upon the exercise, conversion or exchange of any securities exercisable for, convertible into or exchangeable for equity securities that are outstanding on the Effective Date or issued after the Effective Date in compliance with the provisions of this Agreement; (v) the issuance of equity securities (or securities exercisable for, convertible into or exchangeable for equity securities) as a bona fide “equity kicker” to one or more lenders to the Company in connection with a debt financing that has been approved by the Board not to exceed, in the aggregate, 2% of the total issued and outstanding equity of the Company on the Effective Date (the “Equity Kicker Limit”); provided that such issuances of “equity kickers” may exceed the Equity Kicker Limit by up to an additional 3% (for a total of up to 5%) only in the event that a majority of the directors elected to the Board pursuant to Section 8(c) of this Agreement and Section 8(c) of the 2010 U.S. Stockholders’ Agreement affirmatively vote in favor of such issuances; and (vi) the pro rata issuance of equity securities (or securities exercisable for, convertible into or exchangeable for equity securities) in connection with any stock split, stock dividend or other similar recapitalization.

“Facilities” – as defined in Section 9(b).

“Financial Advisor” means a nationally recognized investment banking firm selected by the Board.

“GAAP” – as defined in Section 13(a).

3

“Governmental Authority” – any regional, federal, state or local legislative, executive or judicial body or agency, any court of competent jurisdiction, any department, political subdivision or other governmental authority or instrumentality, or any arbitral authority, in each case, whether domestic or foreign.

“Immediate Family” – as to any individual, such individual’s parents, mother-in-law, father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law and children (including by way of adoption), and any person who either lives in the same household as, provides material support to, or receives material support from, such individual.

“Indebtedness” – as defined in the Credit Agreement in effect on the Effective Date.

“Initiating Party” – as defined in Section 19(a).

“New Securities” – as defined in Section 7(a).

“Non-MDP Stockholder” means the U.S. Situs Pritzker Stockholders and the Non-U.S. Situs Pritzker Stockholders.

“Non-Transferring Section 4 Stockholders” – as defined in Section 4(b).

“Other Securities” – as defined in Section 7(f).

“Overall Percentage Interest” – with respect to any Person, the percentage equivalent of a fraction the numerator of which is the total number of shares of Covered Stock held by such Person, and the denominator of which is the total number of shares of Covered Stock held by all stockholders of the Company.

“Permitted Pledge” – the grant of a collateral security interest in Covered Stock by or on behalf of a Stockholder in support of an incurrence of bona fide debt and not a disguised sale; provided that (i) the Stockholder proposing to use the Covered Stock as collateral advises the Company in advance of the identity of the proposed lender(s) and secured party (if different from the lender(s)) (the “Pledgee”) and obtains the approval of the Board to grant a collateral security interest in Covered Stock to such lender(s) and secured party (if different from the lender(s), and (ii) in the event the beneficial ownership of such Covered Stock is Transferred from such Stockholder to the Pledgee by foreclosure or otherwise, such Transferee (a) is subject to all of the restrictions and limitations imposed on such Covered Stock and Stockholder in respect thereof prior to such Transfer (including, without limitation, transfer restrictions and rights of first refusal as provided herein), (b) is not vested with any of the rights or benefits enjoyed by such Stockholder with respect to such shares of Covered Stock (other than the right to receive dividends thereon, if, when and as declared by the Board, tag-along rights and the proceeds thereof upon a permitted disposition, if any) and (c) each such Pledgee or potential Pledgee shall agree with the Company in writing and in form and substance reasonably acceptable to the Company to be bound by the obligations and restrictions applicable to such Stockholder hereunder.

4

“Permitted Transfer” – one or more Transfers by a Stockholder made (i) to or for the exclusive benefit of a member or members of the Immediate Family of such Stockholder, (ii) to a private charitable foundation created on behalf of any Stockholders, so long as such Transferred Covered Stock is held by such foundation, (iii) a Permitted Pledge, (iv) in the case of (A) a Transfer by an MDP Stockholder, to another MDP Stockholder or to an Affiliate of an MDP Stockholder and (B) a Transfer by a Non-U.S. Situs Pritzker Stockholder, to another Non-U.S. Situs Pritzker Stockholder, (v) to one or more trusts (but excluding any trusts which are U.S. Situs Pritzker Stockholders or trusts for the benefit of transferees pursuant to clauses (ii) and (iii) of this definition) for the benefit of a Stockholder or a Stockholder’s Immediate Family, or (vi) by operation of the provisions of the trust instrument of a trust which is a Stockholder or which is a successor trust, including by way of being a “mirror”, “sub” or “split” trust, directly or indirectly, of a trust which is a Stockholder, so long as the recipient of such Transfer is a Transferee under clauses (i) through (v) of this definition; it being understood that any change in trustees of any such trust is a Permitted Transfer. In addition, “Permitted Transfer” shall include one or more Transfers from a Person receiving Covered Stock pursuant to the prior sentence to the Stockholder who originally transferred such Covered Stock to such recipient.

“Permitted Transferee” – a Transferee receiving shares of Covered Stock pursuant to a Transfer made in accordance with clauses (i), (iv), (v) or (vi) of the definition of Permitted Transfer.

“Person” – an individual, a company, a partnership, a joint venture, a limited liability company or limited liability partnership, an association, a trust, estate or other fiduciary, any other legal entity, and any Governmental Authority.

“Plan Asset Regulations” means the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations.

“Pre-Emptive Allocation” – as defined in Section 7(a).

“Pre-Emptive Right Holder” – as defined in Section 7(a).

“Prospective Selling Stockholder” - a Stockholder wishing to transfer all or part of its Covered Stock to a Third Party Purchaser.

“Prospective Subscriber” – as defined in Section 7(f).

“Public Offering” means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

5

“Qualified Public Offering” – a Public Offering that: (i) yields gross proceeds of not less than $200,000,000, or (ii) results in the sale (including the sale by any selling stockholders) of ten percent (10%) or more of the Common Stock of the Company outstanding immediately prior to such offering.

“Receiving Party” – as defined in Section 19(a).

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of the Effective Date, among the Company and those Stockholders party hereto, as amended from time to time.

“Request for Arbitration” – as defined in Section 19(a).

“Reservation Price” – the price agreed to between the Board and the Non-MDP Stockholders holding a majority of the shares of Covered Stock then held by all Non-MDP Stockholders.

“Section 4 Offer Notice” – as defined in Section 4(b).

“Section 4 Selling Stockholder” – as defined in Section 4(b).

“Section 6 Percentage Interest” means, with respect to a particular Section 6 Transaction, the percentage equivalent of a fraction the numerator of which is the economic value of the total number of shares of Covered Stock proposed to be Transferred by the Section 6 Selling Stockholders in a Section 6 Transaction, and the denominator of which is the economic value of the total number of shares of Covered Stock held by such Section 6 Selling Stockholders, as determined by the Board in its reasonable good faith discretion and in consultation with the Financial Advisor.

“Section 6 Selling Stockholder” – as defined in Section 6(a).

“Section 6 Transaction” – as defined in Section 6(a).

“Section 7(g) Subscribers” – as defined in Section 7(g).

“Securities Act” – the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder, as the same shall be in effect from time to time.

“Stock Purchase Agreement” – means that certain Amended and Restated Stock Purchase Agreement, dated as of the Effective Date, by and among MDCPVI TU Holdings, LLC, the Company and the stockholders of the Company party thereto, as the same may be hereafter amended and/or restated.

6

“Stockholder(s)” – as defined in the Preamble.

“Subsequent Section 4 Offer Notice” – as defined in Section 4(b).

“Subsidiary” means, as to a Person, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or other interests having by their terms voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly beneficially owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries.

“Tag Notice” – as defined in Section 6(c).

“Tag Rights” – as defined in Section 6(c).

“Third Party Purchaser” – as defined in Section 4(b).

“Transfer” – as defined in Section 2.

“Transferee” – a Person to whom shares of Covered Stock are Transferred.

“U.S. Situs Pritzker Stockholder Designees” – means the two (2) representatives to the Board designated by the U.S. Situs Pritzker Stockholders holding a majority of the Covered Stock then held by all U.S. Situs Pritzker Stockholders, pursuant to Section 8(c) of the 2010 U.S. Stockholders’ Agreement.

“U.S. Situs Pritzker Stockholder” – means any Person identified on Schedule 4, as the same may be amended from time to time.

“VCOC Member” – as defined in Section 13(b).

(b) The following provisions shall be applied wherever appropriate herein:

(i) for purposes of this Agreement, the words “hereof,” “herein,” “hereby” and other words of similar import refer to this Agreement as a whole unless otherwise indicated. Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. All terms defined herein in the singular shall have the same meaning when used in the plural; all terms defined herein in the plural shall have the same meaning when used in the singular;

(ii) with regard to each and every term and condition of this Agreement, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party actually prepared, drafted or requested any term or condition of this Agreement;

7

(iii) all references herein to Sections, subsections, paragraphs, subparagraphs and clauses shall be deemed references to such parts of this Agreement, unless the context shall otherwise require;

(iv) all pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require;

(v) the words “include” and “including” and variations thereof shall not be deemed terms of limitation, but rather shall be deemed to be followed by the words “without limitation”;

(vi) any accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as applied in the United States;

(vii) the Exhibits and Schedules, if any, attached hereto are incorporated herein by reference and shall be considered part of this Agreement;

(viii) any consent or approval rights of the Board or the Company contained herein shall be exercised in the sole and absolute discretion of the Board or the Company, as applicable, unless otherwise expressly set forth herein; and

(ix) all references to $, currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars.

2.        Restrictions on Transfer.

(a) Except as expressly permitted in this Agreement, no Non-U.S. Situs Pritzker Stockholder shall in any way, directly or indirectly (whether by act, omission or operation of law), sell, exchange, transfer, hypothecate, negotiate, gift, convey in trust, pledge, assign, encumber, or otherwise dispose of, or by adjudication of the Stockholder as bankrupt, by assignment for the benefit of creditors, by attachment, levy or other seizure by any creditor (whether or not pursuant to judicial process), or by passage or distribution of the Covered Stock under judicial order or legal process, carry out or permit the transfer of, all or any portion of such Stockholder’s Covered Stock (any of the foregoing, a “Transfer”). Any Transfer not expressly permitted herein shall be void and of no effect.

(b) No Transfer by a Non-U.S. Situs Pritzker Stockholder may be made that would violate or be inconsistent with any other agreement a Stockholder may have with the Company or would cause the number of securityholders of the Company to exceed the number that is fifty (50) less than the number of securityholders which would require the Company to register any securities of the Company under any applicable laws; provided, however, that upon the receipt of a notice by any

8

Stockholder of a proposed Transfer, the Company shall inform such Stockholder, no later than five (5) Business Days after receipt of such notice, of the number of securityholders of the Company. No Transfer may be made unless the Transferee (i) agrees in writing to be bound by the provisions of this Agreement as though it were a Stockholder hereunder (including without limitation the obligations under Section 11 hereunder) and (ii) unless waived by the Board (or a designee of the Board to whom such authority has been delegated), causes to be delivered to the Company, at such Transferee’s sole cost and expense, a favorable opinion from Kirkland & Ellis LLP, Latham & Watkins LLP, or other legal counsel reasonably acceptable to the Board (or a designee of the Board to whom such authority has been delegated), to the effect that such Transfer does not violate or result in registration being required under any applicable law. In addition, such Transferee shall execute and deliver such other instruments and documents, in form and substance reasonably satisfactory to the Board (or a designee of the Board to whom such authority has been delegated) (including, any instrument necessary to cause the Transferee to become a Stockholder), as are reasonably requested by the Company in connection with such Transfer. Upon compliance with all provisions hereof, all other Stockholders agree to execute and deliver such amendments hereto as are necessary to cause such Transferee to become a Stockholder if requested by the Board.

(c) No Non-U.S. Situs Pritzker Stockholder may Transfer any Covered Stock to a Competitor, except a Non-U.S. Situs Pritzker Stockholder may transfer Covered Stock to a Competitor through the procedures and mechanics of Section 6 of the 2010 U.S. Stockholders’ Agreement or Section 6 of this Agreement if an MDP Stockholder transfers Covered Stock to a Competitor pursuant to Section 5 of the 2010 U.S. Stockholders’ Agreement.

3.      Certain Permitted Transfers. Notwithstanding anything to the contrary in Section 2(a), but subject to Sections 2(b) and 2(c):

(a) A Stockholder may Transfer all or a portion of such Stockholder’s Covered Stock (i) to the Company, (ii) to an Affiliate of such Stockholder (other than to an Affiliate in connection with a Permitted Transfer) subject to the prior written consent of the Board, which consent will not be unreasonably withheld, (iii) as permitted by Sections 4, 6 and 10, and (iv) pursuant to a Permitted Transfer. Such Stockholder shall give notice to the Company of such Transfer at least 5 Business Days prior to such Transfer.

(b) A Transferee who becomes a Stockholder pursuant to this Section 3 shall have, to the extent Transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of a Stockholder under this Agreement. For the avoidance of doubt, a transferee of shares of Covered Stock of a Non-U.S. Situs Pritzker Stockholder or MDP Stockholder (other than a Permitted Transferee of such Non-U.S. Situs Pritzker Stockholder or MDP Stockholder) does not become a Non-U.S. Situs Pritzker Stockholder or MDP Stockholder or become entitled to all rights and powers of a Non-U.S. Situs Pritzker Stockholder or MDP Stockholder solely because of such Transfer.

9

(c) The following provisions shall be applied to any Transfer to which Sections 4 or 6 apply:

(i) To the extent possible, each Stockholder shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order to expeditiously consummate a Transfer pursuant to Sections 4 or 6 and any related transactions, including voting, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, furnishing information and copies of documents, filing applications, reports, returns, filings and other documents or instruments with governmental authorities, and otherwise cooperating with the Prospective Selling Stockholder(s) and the proposed purchaser(s) to the extent reasonably requested; provided, however, that an Electing Stockholder exercising its Tag Rights shall be obligated to become liable in respect of any representations, warranties, indemnities or otherwise to the proposed purchaser solely to the extent provided in Section 6(a).

(ii) The Section 6 Selling Stockholders, in the case of a proposed Transfer pursuant to Section 6, shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Transfer and the terms and conditions thereof.

4. Right of First Refusal.

.

(a) Subject to Section 4(d), the provisions of this Section 4 shall apply to all Transfers by Non-U.S. Situs Pritzker Stockholders.

(b) Subject to Section 4(d), if any Non-U.S. Situs Pritzker Stockholder proposes to Transfer all or any portion of its Covered Stock in accordance with this Agreement to a Person who is not an Affiliate of such Stockholder (a “Third Party Purchaser”), then such Stockholder (the “Section 4 Selling Stockholder”) shall, prior to consummating such sale, offer in a written notice to Transfer such Covered Stock to the Company, specifying the identity of the proposed Third Party Purchaser, if any, the terms and conditions of such proposed Transfer (including the price per share, the amount of Covered Stock to be sold, the proposed date of Transfer, if known, and any other applicable economic terms) as offered by the Third Party Purchaser and offering to Transfer such Covered Stock to the Company on the same terms, provided, however, that the Company shall have the right to pay cash in lieu of any non cash consideration (at the fair market value determined by the Board) (the “Section 4 Offer Notice”). The Section 4 Offer Notice shall include reasonable detail (including the Section 4 Selling Stockholder’s good faith estimate of the fair market value) concerning any non cash portion of the proposed consideration, if any, to allow the Board (excluding the Directors designated by the Section 4 Selling Stockholder and each proposed

10

purchaser, if any) to reasonably determine the fair market value of such non cash consideration. The Company shall have twenty-one (21) days from the date the Section 4 Offer Notice was received to accept the offer to Transfer all or any portion of the Covered Stock subject to the Section 4 Offer Notice. If the Company does not accept the offer provided in the Section 4 Offer Notice within such period, it shall be deemed to have rejected the offer. If the Company does not accept the offer provided in the Section 4 Offer Notice pursuant to this Section 4(b) with respect to all shares of Covered Stock covered thereby, then at the expiration of the twenty-one (21) day notice period (or, if earlier, upon the express rejection in writing by the Company of such offer), the Section 4 Selling Stockholder shall offer to Transfer on a pro rata basis such shares of Covered Stock not accepted for purchase by the Company to the Stockholders who are not Section 4 Selling Stockholders and to the U.S. Situs Pritzker Stockholders (collectively, the “Non-Transferring Section 4 Stockholders”) and shall deliver to such Non-Transferring Section 4 Stockholders a subsequent Section 4 Offer Notice (the “Subsequent Section 4 Offer Notice”). The Non-Transferring Section 4 Stockholders shall have twenty-one (21) days from the date the Subsequent Section 4 Offer Notice was received to accept the Section 4 Selling Stockholder’s offer to Transfer all, but not less than all, of the Covered Stock subject to the Subsequent Section 4 Offer Notice, and any Non-Transferring Section 4 Stockholder who does not accept the offer provided in the Subsequent Section 4 Offer Notice within such period shall be deemed to have rejected the offer. In the event that more than one Non-Transferring Section 4 Stockholder wishes to accept such offer, each such Non-Transferring Section 4 Stockholder shall have the right to purchase the offered Covered Stock pro rata based on the ratio of the Overall Percentage Interest of such Non-Transferring Section 4 Stockholder to the combined Overall Percentage Interest of all Non-Transferring Section 4 Stockholders purchasing the Covered Stock pursuant to this Section 4(b); provided, however, that the Overall Percentage Interest for each Non-U.S. Situs Pritzker Stockholder may be increased or decreased by the agreement of such Non-U.S. Situs Pritzker Stockholder so long as the aggregate number of shares of Covered Stock that the Non-U.S. Situs Pritzker Stockholders (as a group) have the right to acquire as Non-Transferring Section 4 Stockholders does not exceed the aggregate number of shares of Covered Stock that all Non-U.S. Situs Pritzker Stockholders have the right to acquire as Non-Transferring Section 4 Stockholders before any such increases or decreases to any Overall Percentage Interest of any Non-U.S. Situs Pritzker Stockholder; and provided, further, that the Overall Percentage Interest for each U.S. Situs Pritzker Stockholder may be increased or decreased by the agreement of such U.S. Situs Pritzker Stockholder so long as the aggregate number of shares of Covered Stock that the U.S. Situs Pritzker Stockholders (as a group) have the right to acquire as Non-Transferring Section 4 Stockholders does not exceed the aggregate number of shares of Covered Stock that all U.S. Situs Pritzker Stockholders have the right to acquire as Non-Transferring Section 4 Stockholders before any such increases or decreases to any Overall Percentage Interest of any U.S. Situs Pritzker Stockholder. If no Non-Transferring Section 4 Stockholder accepts such offer

11

pursuant to this Section 4(b), then at the expiration of the twenty-one (21) day notice period (or, if earlier, upon the express rejection in writing by the Non-Transferring Section 4 Stockholders of such offer), subject only to Sections 2(b), 2(c), 3, 4(d) and 6, the Section 4 Selling Stockholder may Transfer the offered Covered Stock to the proposed Transferee, provided that such Transfer occurs within thirty (30) days after the expiration of such twenty-one (21) day period and is at a price and upon terms and conditions no more favorable to the Transferee than the price, terms and conditions specified in the Section 4 Offer Notice and Subsequent Section 4 Offer Notice. To the extent shares of Covered Stock are to be Transferred to the Company or a Non-Transferring Section 4 Stockholder pursuant to this Section 4(b), each Section 4 Selling Stockholder shall cause such shares of Covered Stock to be Transferred free and clear of all liens, claims, encumbrances and other restrictions (other than as set forth in this Agreement) and shall be deemed to have represented that such Section 4 Selling Stockholder has full right, title and interest in and to such shares of Covered Stock and has all necessary power and authority and has taken all necessary actions to sell such shares of Covered Stock. The closing of any Transfer pursuant to this Section 4(b) shall occur in accordance with the terms and provisions of the offer and this Agreement.

(c) Any proposed Transfer by a Section 4 Selling Stockholder not consummated within the time periods set forth in this Section 4 shall again be subject to this Section 4 and shall require compliance by such Section 4 Selling Stockholder with the procedures described in this Section 4. The exercise or non-exercise of the rights of the Company or of any Stockholder under this Section 4 with respect to any proposed Transfer shall not adversely affect its rights with respect to subsequent Transfers by a Section 4 Selling Stockholder under this Section 4.

(d) The provisions of this Section 4 shall not apply to any Transfer permitted by Section 3(a).

(e) The Stockholders agree that they shall not consent to any amendment of this Section 4 (or, as applicable, Section 31 hereof) that disproportionately adversely affects shares of Covered Stock held by other stockholders entitled to the benefit of such provisions who are not parties hereto without having first obtained the approval of the holders of a majority of the shares of Covered Stock held by such other stockholders.

5. Intentionally Omitted.

6. Tag-Along Right.

(a) If any MDP Stockholder (for the purposes of this Section 6, the “Section 6 Selling Stockholder”) proposes to Transfer any shares of Covered Stock then held by such Section 6 Selling Stockholder (each, a “Section 6 Transaction”), to one or more Persons who are not Affiliates of such Section 6 Selling Stockholder, then, each Non-U.S. Situs Pritzker Stockholder (each, an “Electing Stockholder”) shall

12

have the right to require the proposed purchaser to purchase up to the same number of the Electing Stockholder’s shares of Covered Stock representing such Electing Stockholder’s Section 6 Percentage Interest, on the same terms, conditions and equivalent type and amount of consideration payable per share of Covered Stock as such Section 6 Selling Stockholders. The shares of Covered Stock being purchased from the Section 6 Selling Stockholder and the Electing Stockholders will be reduced on a pro rata basis if the proposed purchaser will not purchase all the shares of Covered Stock being offered; provided, however, that if the proposed purchaser will not purchase all the shares of Covered Stock being offered, at the election of the Electing Stockholders, the Section 6 Selling Stockholders shall be entitled to purchase any shares of Covered Stock that the proposed purchaser has not agreed to purchase from the Electing Stockholders on the same terms and conditions and for the same consideration as shares of Covered Stock being purchased by the proposed purchaser. In the event that an Electing Stockholder exercises its rights pursuant to this Section 6, (i) no Electing Stockholder will be obligated to pay more than its pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with such Section 6 Transaction to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company or the proposed purchaser (expenses incurred by or on behalf of a stockholder for its sole benefit not being considered expenses incurred for the benefit of all stockholders), (ii) any Electing Stockholder Transferring Covered Stock pursuant to the Section 6 Transaction shall make all representations or warranties in connection with such Transfer as made by the Section 6 Selling Stockholder, and (iii) subject to the preceding clause (ii), any indemnifications provided by the Electing Stockholders will be on a several and not a joint basis with the Section 6 Selling Stockholders participating in such transaction (other than to the extent secured by an escrow fund or other similar mechanism).

(b) Notwithstanding the terms of Section 6(a), the Stockholders may cumulatively and in the aggregate Transfer up to 2% of the issued and outstanding capital stock of the Company in transactions otherwise subject to Section 6(a) without conferring Tag Rights if such Transfers are made in increments of 0.25% or less of the then issued and outstanding capital stock of the Company in any single transaction or a series of related transactions.

(c) In the event that a Section 6 Selling Stockholder desires to consummate a Section 6 Transaction, the Section 6 Selling Stockholder shall notify each Electing Stockholder in writing of such proposed transaction no less than thirty (30) days prior to the contemplated consummation date of such proposed transaction (the “Tag Notice”). Such Tag Notice shall set forth: (i) a description of the proposed transaction, (ii) the name of the proposed purchaser, and (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the proposed purchaser. The Electing Stockholders will have the right, upon written notice to the Section 6 Selling Stockholders, delivered within ten (10) days after receipt of the Tag Notice to participate in the proposed Section 6 Transaction on

13

the terms and conditions set thereof (such participation rights being hereinafter referred to as “Tag Rights”). In the event an Electing Stockholder has not notified the Section 6 Selling Stockholders of its intent to exercise such Tag Rights within ten (10) days of receipt of a Tag Notice, such Electing Stockholder will be deemed to have elected not to exercise such Tag Rights, and shall forfeit, with respect to the transaction contemplated by such Tag Notice. Any proposed Section 6 Transaction that is the subject of a Tag Notice that is not consummated within one hundred twenty (120) days following the date of the Tag Notice shall again be subject to the notice provisions of Section 6 and shall require compliance by the Stockholders with the procedures described in this Section 6(b).

(d) The provisions of this Section 6 shall be subject and subordinate to the provisions of Section 4 of this Agreement and Section 4 of the 2010 U.S. Stockholders’ Agreement, and, to the extent in conflict therewith, shall not apply.

(e) The Stockholders agree that the obligations of the MDP Stockholders to the Non-U.S. Situs Pritzker Stockholders under this Section 6 are coextensive with those set forth under Section 6 of the 2010 U.S. Stockholders’ Agreement. For the avoidance of doubt, (i) this Section 6 shall not apply to any proposed Transfer of Covered Stock by an MDP Stockholder in exercise of its Tag Rights under Section 6 of the 2010 U.S. Stockholders’ Agreement and (ii) an Electing Stockholder’s rights under this Section 6 and Section 6 of the 2010 U.S. Stockholders’ Agreement are not additive; in no event will the proposed purchaser be required to purchase in the aggregate more than such Electing Stockholder’s Section 6 Percentage Interest under Section 6 of the 2010 U.S. Stockholders’ Agreement.

7. Pre-Emptive Rights

(a) Each Stockholder (for the purpose of this Section 7, each a “Pre-Emptive Right Holder”) shall have the right to purchase such Pre-Emptive Right Holder’s Overall Percentage Interest (for the purpose of this Section 7 the “Pre-Emptive Allocation”), or any lesser number, of any new shares of Covered Stock that the Company may, from time to time, propose to sell and issue, in each case, other than Excluded Securities and securities issued in connection with stock splits, stock dividends and in-kind equity distributions (collectively, “New Securities”); provided, however, that the Pre-Emptive Allocation for each Non-U.S. Situs Pritzker Stockholder may be increased or decreased by the agreement of such Non-U.S. Situs Pritzker Stockholder so long as the aggregate number of New Securities that the Non-U.S. Situs Pritzker Stockholders (as a group) have the right to acquire as Pre-Emptive Right Holders does not exceed the aggregate number of New Securities that all Non-U.S. Situs Pritzker Stockholders have the right to acquire as Pre-Emptive Right Holders before any such increases or decreases to any Pre-Emptive Allocation of any Non-U.S. Situs Pritzker Stockholder.

14

(b) In the event the Company proposes to undertake an issuance of New Securities, it will give each Pre-Emptive Right Holder written notice of such issuance (which notice shall be delivered at least twenty (20) days prior to such issuance), describing the New Securities and the price and terms upon which the Company proposes to issue the same, and setting forth the number of shares or other number of New Securities which such Stockholder is entitled to purchase pursuant to such Stockholder’s Pre-Emptive Allocation and the aggregate purchase price therefor. Each Pre-Emptive Right Holder will have fifteen (15) days from the date of delivery of any such notice from the Company to agree to purchase a specified portion of such New Securities up to such Stockholder’s Pre-Emptive Allocation (as may be adjusted with respect to any Non-U.S. Situs Pritzker Stockholder pursuant to Section 7(a)), for the price and upon the terms specified in the notice (provided that the Pre-Emptive Right Holders shall be entitled to pay cash in lieu of any non-cash consideration) by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If not all of the Pre-Emptive Right Holders elect to purchase their full Pre-Emptive Allocation of New Securities (as adjusted pursuant to Section 7(a)), then the Company shall notify in writing the fully-participating Pre-Emptive Right Holders and the fully participating “Pre-Emptive Right Holders” pursuant to Section 7 of the 2010 U.S. Stockholders’ Agreement of such and offer such holders the right to acquire such unsubscribed New Securities. Each fully-participating Pre-Emptive Right Holder so notified shall have the right to purchase its pro rata share of the unsubscribed New Securities (in proportion to the Overall Percentage Interests of all fully participating Pre-Emptive Right Holders and participating U.S. Situs Pritzker Stockholders who are “Pre-Emptive Right Holders” pursuant to Section 7 of the 2010 U.S. Stockholders’ Agreement) within five (5) days from the date of such notice from the Company by giving written notice to the Company and stating therein the quantity of unsubscribed New Securities to be purchased.

(c) In the event that after said fifteen (15) day period (or, as applicable, such 20-day period) there exists any amount of New Securities that have not been purchased pursuant to this Section 7 and Section 7 of the 2010 U.S. Stockholders’ Agreement, the Company will have one hundred twenty (120) days thereafter to sell such unpurchased New Securities at a price and upon such other terms no more favorable to the purchasers thereof than those specified in the Company’s notice. In the event the Company has not sold such New Securities within said 120-day period, the Company will not thereafter issue or sell any New Securities without first offering such New Securities to each Pre-Emptive Rights Holder in the manner provided above.

(d) The pre-emptive rights granted by this Section 7 shall be exercisable only by “accredited investors” as defined under Section 501 of Regulation D of the Securities Act. In the event that exercise of a Pre-Emptive Right Holder’s right under this Section 7 would require under applicable law the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the issuance, such Pre-Emptive Right Holder shall not have

15

the right to participate in the issuance. Without limiting the generality of the foregoing, other than pursuant to the Registration Rights Agreement and/or pursuant to Section 12 hereof, it is understood and agreed that the Company has no obligation to effect a registration of such securities under the Securities Act or similar state statutes.

(e) The closing of any sale of New Securities shall be on the date set forth in the notice provided by the Company pursuant to Section 7(b); provided, that such date shall be extended as to any participating Pre-Emptive Right Holder for up to forty (40) days (or such longer period as may be approved by the Company, which approval shall not be unreasonably delayed or withheld) for purposes of obtaining any necessary approvals from Governmental Authorities. The exercise or non-exercise of the rights of the Pre-Emptive Right Holders under this Section 7 shall not adversely affect their rights to participate in subsequent offerings of New Securities subject to Section 7.

(f) The Company may condition the participation of the Pre-Emptive Right Holder upon the purchase by such Pre-Emptive Right Holder of any securities (including debt securities that are not otherwise Covered Stock) other than New Securities (“Other Securities”) in the event that the participation of any Person who is not a Pre-Emptive Right Holder in such issuance (a “Prospective Subscriber”) is so conditioned. In such case, each Pre-Emptive Right Holder exercising its right under this Section 7 shall acquire, together with the New Securities to be acquired by it, Other Securities in the same proportion to the New Securities to be acquired by it as the proportion of Other Securities to New Securities being acquired by a Prospective Subscriber in such issuance, on the same terms and conditions, as to each unit of Subject Securities and Other Securities issued to Pre-Emptive Right Holders exercising their rights under this Section 7, as the Prospective Subscriber shall be issued units of Subject Securities and Other Securities.

(g) Notwithstanding the requirements of Section 7(b), in the event that the Board determines that there are circumstances which would materially disadvantage (1) the MDP Stockholders and the Non-MDP Stockholders in the same manner or (2) the Company, the Company may proceed with any issuance prior to having complied with the provisions of Section 7(b), provided, that the Company shall:

(i) provide each Pre-Emptive Right Holder with (i) prompt notice of (which in any event shall be no less than five (5) Business Days after) such issuance and (ii) the notice described in Section 7(b) in which the actual price per unit of New Securities shall be set forth;

(ii) offer to issue to such Pre-Emptive Right Holder such number of New Securities of the type issued in the issuance as may be requested by such Pre-Emptive Right Holder (not to exceed such Stockholder’s Pre-Emptive Allocation) on the same economic terms and conditions with respect to such securities as the subscribers in the issuance (“Section 7(g) Subscribers”) received;

16

(iii) keep such offer open for a period of ten (10) days, during which period, each such Pre-Emptive Right Holder may accept such offer by sending a written acceptance to the Company and stating therein the quantity of New Securities to be purchased, not to exceed such Stockholder’s Pre-Emptive Allocation; and

(iv) repurchase from the Section 7(g) Subscribers such number of New Securities equal to the number of New Securities acquired by the Pre-Emptive Right Holders under this Section 7(g) at the actual price per unit of the applicable New Securities.

(h) With respect to any issuance of Covered Stock, a Stockholder’s sole rights, and the Company’s sole obligations, are set forth in the provisions of this Section 7. The Stockholders further agree that the rights conferred upon them by Section 7 are of significant value and shall forbear from bringing suit on any claim (whether from contract, fiduciary duty, or otherwise) arising out of an issuance approved by the Non-MDP Stockholders and the MDP Stockholders in accordance with Section 9. Any issuance of Covered Stock conducted in accordance with this Section 7 shall be presumed to be entirely fair, and any party bringing suit in connection with such issuance shall have the burden of establishing unfairness.

8. Board Seats; Committees.

(a) Each Stockholder agrees to take all action necessary to appoint and vote for the individual then serving as Chief Executive Officer of the Company to the Board. If at any time such individual ceases to be the Chief Executive Officer of the Company, then such individual shall be deemed to have resigned from the Board and each Stockholder shall take all action necessary to remove such individual from the Board.

(b) The MDP Stockholders, holding a majority of the Covered Stock then held by all MDP Stockholders, taken as a whole, shall have the right to designate, and the Board and the Stockholders will appoint and vote for, not more than five (5) representatives to the Board, and John Canning, Timothy Hurd, Vahe Dombalagian, Edward Magnus and Brittany Smith shall be the initial appointees pursuant to this Section 8(b). Notwithstanding the foregoing, the MDP Stockholders shall have the right to designate, and the Board will appoint, such number of representatives to the Board which is one (1) more than the total number of representatives appointed under Sections 8(a) and 8(c) of this Agreement and Section 8(c) of the 2010 U.S. Stockholders’ Agreement.

(c) The Non-U.S. Situs Pritzker Stockholders holding a majority of the Covered Stock then held by all Non-U.S. Situs Pritzker Stockholders shall have the right to designate, and the Board and the Stockholders will appoint and vote for one (1) representative to the Board, and Penny Pritzker shall be the initial appointee pursuant to this Section 8(c).

17

(d) A director appointed pursuant to Sections 8(b) or 8(c) above may resign, or may be removed either (i) with or without cause solely at the direction of the stockholders of the Company who designated such director (or such stockholders’ successors or Permitted Transferees), or (ii) by the affirmative vote or written consent of a majority of the remaining members of the Board if such director dies or otherwise becomes incapable of fulfilling his or her obligations because of injury or physical or mental illness and such incapacity shall exist for thirty (30) Business Days in the aggregate during any consecutive six (6) month period. The Stockholders who designated any such deceased, removed or resigning director (or such Stockholders’ successors or Permitted Transferees) shall have the exclusive right to designate a replacement for such director, and each Stockholder agrees to appoint and vote for such designated replacement to the Board.

(e) Each committee of the Board, the board of directors (or similar governing body) of each of the Company’s subsidiaries and any committees thereof, shall be comprised of designees appointed by the MDP Stockholders and the Non-U.S. Situs Pritzker Stockholders and as provided in the 2010 U.S. Stockholders’ Agreement, the U.S. Situs Pritzker Designees; provided, however, that in all cases, the MDP Stockholders shall have the right to appoint a number of designees that is one (1) more than the aggregate number of designees that the Non-MDP Stockholders have appointed.

(f) The rights to designate representatives for appointment to the Board, any committee of the Board, the board of directors (or similar governing body) of each of the Company’s subsidiaries and any committees thereof shall terminate and each Stockholder’s designee to the Board shall resign if so requested by the Company immediately prior to the consummation of a Qualified Public Offering, and if so requested by the Company, the designating Person will direct its then serving appointed representative to resign from the Board, any committee of the Board, the board of directors (or similar governing body) of each of the Company’s subsidiaries and any committees thereof.

(g) Each member of the Board or board of directors of a Company Subsidiary designated pursuant to Sections 8(b), 8(c) or 8(e) shall be entitled to reimbursement from the Company for his or her reasonable out of pocket expenses (including travel) incurred in attending any meeting of the Board or subsidiary Board or any committee thereof.

9.      Required Approvals. Without the consent (by vote or written consent, as provided by law) of (i) the Non-MDP Stockholders holding a majority of the shares of Covered Stock then held by all Non-MDP Stockholders, and (ii) the MDP Stockholders holding a majority of the shares of Covered Stock then held by all MDP Stockholders, neither the Company nor any of its Subsidiaries shall (either directly or by amendment, merger, consolidation, recapitalization or otherwise):

(a) amend or modify (i) the Certificate of Incorporation of the Company, as in effect on the Effective Date, (ii) the Bylaws of the Company (the “Bylaws”), as in effect

18

on the Effective Date, or (iii) the charter documents of any of the Company’s Subsidiaries, in each case, in a manner that, by the terms of such amendment or modification, adversely impacts the Non-MDP Stockholders or the MDP Stockholders, as applicable, relative to the MDP Stockholders, in the case of the Non-MDP Stockholders, or the Non-MDP Stockholders, in the case of the MDP Stockholders;

(b) incur any Indebtedness that would cause the Company to exceed a consolidated leverage ratio (as determined in accordance with the Credit Agreement) of 5.25:1; provided, however, that consent shall not be required for incurrence of additional Indebtedness that would exceed such leverage ratio to the extent that (i) such Indebtedness is incurred or may be incurred under the terms of the Company’s and its Subsidiaries’ $1,150,000,000 senior secured credit facility and its $645,000,000 senior unsecured facility (the “Facilities”) in existence of the Effective Date, (ii) such Indebtedness is incurred to refinance or replace the Facilities (and does not exceed the amount permitted under the terms of the Facilities in existence on the Effective Date), (iii) the Board (including a majority of the directors elected pursuant to Section 8(c) and Section 8(c) of the 2010 U.S. Stockholders’ Agreement) determines that there are circumstances that would materially disadvantage (1) the MDP Stockholders and the Non-MDP Stockholders in the same manner or (2) the Company, if such Indebtedness is not incurred or (iv) such additional Indebtedness to be incurred is less than $100 million in aggregate principal amount in any transaction or series of related transactions;

(c) issue any equity securities that are pari passu with or senior to the Common Stock, other than Excluded Securities and those issued in compliance with Section 7 hereof;

(d) pay non pro-rata dividends or distributions on any equity securities of the Company or set aside funds to do so;

(e) repurchase, redeem, or retire equity securities of the Company or any of its Subsidiaries (other than the repurchase of securities held by present or former employees of the Company (i) pursuant to agreements between the Company and such employee or (ii) as otherwise approved by the Board), or pursuant to the Company’s exercise of its right of first refusal pursuant to Section 4 (other than the Company’s exercise of its right of first refusal pursuant to Section 4 with respect to any shares of its capital stock to be sold by any MDP Stockholder, which shall be subject to approval by Non-MDP Stockholders holding a majority of the shares of Covered Stock then held by all Non-MDP Stockholders, under this Section 9(e));

(f) engage in any transactions with Affiliates other than (i) any agreement entered into in connection with the acquisition of Company Stock by the MDP Stockholders pursuant to the Stock Purchase Agreement, (ii) any written agreement with an Affiliate in place as of the Effective Date and set forth on

19

Schedule 3 hereto, (iii) any transaction specifically contemplated by and in compliance with the other provisions of this Agreement, including any issuance of Covered Stock pursuant to Section 7 or issuance of Excluded Securities, (iv) any employment and compensation arrangements that have been approved by the Board (but excluding any such agreements with any persons who are Affiliates of the MDP Stockholders or the Non-MDP Stockholders), (v) any transaction entered into upon terms no less favorable than those that would be available in similar arms’ length transactions (including transactions with portfolio companies of the MDP Stockholders, the Non-MDP Stockholders or their respective Affiliates, in the ordinary course of business);

(g) voluntarily liquidate, dissolve or wind up the Company or commence or acquiesce in any case, proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (iii) make a general assignment for the benefit of its creditors;

(h) change the size of the Board, other than in connection with a Qualified Public Offering to be consummated within thirty (30) days after the change in Board size; and

(i) increase or initiate any fees paid or payable or amounts reimbursed to Madison Dearborn Partners, LLC or its Affiliates (other than their respective portfolio companies) by the Company, other than for the reimbursement of expenses payable to directors pursuant to Section 8(g).

10.      Pledges. A Stockholder shall not be permitted to pledge, hypothecate or otherwise encumber any of its Covered Stock without the prior written consent of the Company other than pursuant to a Permitted Pledge.

11.      Capital Contribution. Prior to December 31, 2011, each Non-U.S. Situs Pritzker Stockholder and each MDP Stockholder shall, upon not less than 15 days prior written notice from the Company, contribute its pro rata share of up to a total of $150,000,000 to fund acquisitions approved by the Board. For the purposes of this Section 11, each such Stockholder’s pro rata share will be determined based on the Overall Percentage Interest of such Stockholder divided by the sum of all Overall Percentage Interests of each of the Non-U.S. Situs Pritzker Stockholders, U.S. Situs Pritzker Stockholders and MDP Stockholders at such date. For the avoidance of doubt, the MDP Stockholders’ obligations under this Section 11 shall be satisfied in full by the contribution of their pro rata share under Section 11 of the 2010 U.S. Stockholders’ Agreement.

20

12.      Requirement to Effect a Public Offering or Sale. In the event that the Company (i) has not consummated a Public Offering prior to the fifth (5^th) anniversary of the Effective Date or (ii) has not been sold in a manner that provides cash consideration for the shares of Common Stock held by the Non-MDP Stockholders, then, if the Non-MDP Stockholders as a group commit to selling not less than a sufficient number of shares of Common Stock to generate net proceeds of $100 million, upon the written request of the Non-MDP Stockholders holding a majority of the Common Stock then held by all Non-MDP Stockholders, the MDP Stockholders shall either (x) cause the Company to consummate a Public Offering with net proceeds of at least $200 million or (y) effect the sale of all of the equity interests of the Company following an auction process conducted by a Financial Advisor reasonably satisfactory to the Non-MDP Stockholders holding a majority of the Common Stock then held by all Non-MDP Stockholders, in each case as soon as possible, and in any event, no later than 180 days following the date of such request. If, however, the Board determines that no buyer has been identified after auction that is reasonably likely to consummate a transaction at or above the Reservation Price, the MDP Stockholders may fulfill its obligations under this Section 12 by terminating the sale process and causing the Company to effect a Public Offering within 180 days of such termination.

13. Information Rights.

(a)     The Company will furnish to each Stockholder owning at least two and a half percent (2.5%) of the outstanding Common Stock the following information (for the purposes of this Section 13, shares of Common Stock held any member of a Beneficiary Group that is a Stockholder shall be aggregated together with the shares of capital stock of the Company held by all members of such Beneficiary Group and their Affiliates for the purposes of determining availability of rights and application of obligations of such Stockholder under this Section and, following December 31, 2011, only one copy of any information to be provided under this Section 13 shall be delivered for the benefit of each Beneficiary Group as noted on Annex A attached hereto):

(i) As soon as available, but no sooner than ninety (90) days following completion of the fiscal year, the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of each such fiscal year and the audited consolidated statements of income, cash flows and changes in stockholders’ equity for such year of the Company and the Subsidiaries, setting forth in each case in comparative form the figures for the next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company and the Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby.

(ii) As soon as available, but no sooner than forty-five (45) days following completion of the fiscal quarter (other than the fourth fiscal quarter), the

21

consolidated balance sheet of the Company and the Subsidiaries as at the end of such quarter and the consolidated statements of income, cash flows and changes in stockholders’ equity for such quarter and the portion of the fiscal year then ended of the Company and the Subsidiaries, setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail and all prepared in accordance with GAAP consistently applied.

(b) With respect to the MDP Stockholders and, at the request of the MDP Stockholders, each Affiliate thereof that indirectly has an interest in the Company, in each case that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each, a “VCOC Member” and collectively, the “VCOC Members”), for so long as the VCOC Members, directly or through one or more conduit Subsidiaries, continue to hold any Shares, the Company shall, with respect to the VCOC Members:

(i) To the extent not otherwise provided in this Agreement, provide the designated representative of the VCOC Members (the “Designated Representative”) with:

a. the right to visit and inspect any of the offices and properties of the Company and its Subsidiaries and inspect and copy the books and records of the Company and its Subsidiaries, as the Designated Representative shall reasonably request;

b. to the extent the Company is required by law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company as soon as available; and

c. copies of all materials provided to the Board, provided, that the Company shall be entitled to exclude portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege.

(ii) Make appropriate officers of the Company available periodically and at such times as reasonably requested by the Designated Representative for consultation with the Designated Representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries, including significant changes in management personnel and compensation of employees, introduction of new lines of business, important acquisitions or dispositions of plants and equipment, significant research and development programs, the purchasing or selling of important trademarks, licenses or concessions or the proposed commencement of compromise of significant litigation;

22

(iii) Give the VCOC Members collectively the right to designate one non-voting board observer (who may also be the Designated Representative) who will be entitled to attend all meetings of the Board, participate in all deliberations of the Board and receive copies of all materials provided to the Board, provided that such observer shall have no voting rights with respect to actions taken or elected not to be taken by the Board, provided, further, that the Company shall be entitled to exclude such observer from such portions of a Board meeting to the extent such observer’s presence would be reasonably likely to result in the waiver of attorney-client privilege, attorney-work-product doctrine protections, trade secrets, or any other legal privileges, protections, or rights of the Company and provided, further, that prior to attending or participating in any meeting of the Board or receiving any materials provided to the Board, the designated non-voting board observer shall be required to execute an agreement with the Company regarding his or her preservation of the Company’s confidential information;

(iv) To the extent consistent with applicable law (and with respect to events which require public disclosure, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise), inform the Designated Representative in advance with respect to any significant corporate actions, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, and to provide the VCOC Members or their designated representative with the right to consult with the Company with respect to such actions;

(v) Provide the VCOC Members with such other rights of consultation which the VCOC Members’ counsel, along with the Company’s counsel determine to be reasonably necessary under applicable legal authorities promulgated after the Effective Date to qualify its investment in the Company as a “venture capital investment” for purposes of the Plan Assets Regulation; and

(vi) To consider the recommendations of the Designated Representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company.

(c) Within 90 days after the end of each fiscal year, the Company shall cause to be delivered to each Stockholder (so long as such Stockholder owned any Shares during such prior fiscal year) all information necessary for the preparation of such Stockholder’s income tax returns (whether federal, state or foreign).

14.     D&O Insurance. The Company shall purchase, within a reasonable period following the Effective Date, and maintain for such periods as the Board shall in good faith determine

23

(provided that such period shall not be less than six (6) years following cessation of service), at its expense, insurance in an amount determined in good faith by the Board to be appropriate (provided, that such amount shall not be lower than $15,000,000 unless otherwise agreed by (i) the Non-MDP Stockholders holding a majority of the shares of Covered Stock then held by all Non-MDP Stockholders, and (ii) the MDP Stockholders holding a majority of the shares of Covered Stock then held by all MDP Stockholders), on behalf of any person who after the Effective Date is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person, including any direct or indirect Subsidiary of the Company, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions.

15. Representations and Warranties. Each party hereto represents and warrants that:

(a) If an entity, such party is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization.

(b) Such party possesses the requisite power and authority to enter into and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. If an entity, such party has properly taken all action required to be taken by it with respect to the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby.

(c) This Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms and conditions, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity.

(d) The execution, delivery and performance by such party of this Agreement and the consummation of the transactions contemplated hereby, do not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any Governmental Authority or other Person under, (i) any law, judgment, order, writ, injunction, decree or award of any Governmental Authority to which such party is subject, (ii) if an entity, the organizational documents of such party or (iii) any license, agreement, commitment or other instrument or document to which such party is a party or by which such party is otherwise bound.

The representations and warranties contained in this Agreement shall survive the execution of this Agreement.

16.     Legends. Each certificate or other documents representing shares of Common Stock shall bear the following legend until such time as the Common Stock represented thereby is no longer subject to the provisions hereof or such legend is no longer applicable (as determined by the Company in its sole direction):

24

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR SUCH LAWS AND THE RULES AND REGULATIONS THEREUNDER.

THE VOTING, SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT, DATED AS OF JUNE __, 2010, AMONG TRANSUNION CORP. AND CERTAIN HOLDERS OF ITS COMMON STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF TRANSUNION CORP.”

The Company will instruct any transfer agent not to register the Transfer of any shares of Common Stock until the conditions specified in the foregoing legend and this Agreement are satisfied.

17.     Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given when received if delivered personally, on the next Business Day if sent by overnight courier for next Business Day delivery (providing proof of delivery), on receipt of confirmation if sent by facsimile, or in five (5) Business Days if sent by U.S. registered or certified mail, postage prepaid (return receipt requested) to the other parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company:

TransUnion Corp.

555 West Adams Street

Chicago, Illinois 60661

Facsimile No.: (312) 466-7706

Attention: General Counsel

If to a Stockholder, to the applicable address indicated on Schedule 1 attached hereto as amended from time to time.

The Company or any Stockholder, by notice to the other parties hereto, may designate additional or different addresses for subsequent notices or communications. All notices and communications will be deemed to have been duly given: at the time delivered by

25

hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. If a notice or communication is mailed, transmitted or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

18.     Governing Law. This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Delaware without reference to its internal conflicts of laws principles.

26

19. Disputes.

(a) Except as otherwise specifically provided in this Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the AAA. Any party to this Agreement may initiate arbitration (the “Initiating Party”) by notice to any other party (the “Receiving Party”) (a “Request for Arbitration”). The arbitration shall be conducted in accordance with the AAA rules governing commercial arbitration in effect at the time of the arbitration, except as they may be modified by the provisions of this Agreement. The place of the arbitration shall be Chicago, Illinois. The arbitration shall be conducted by three arbitrators appointed as follows: (i) the Initiating Party shall appoint one qualified arbitrator, (ii) the Receiving Party shall appoint one qualified arbitrator and (iii) the third qualified arbitrator shall be selected jointly by the first two arbitrators appointed pursuant to (i) and (ii) above (or if one or both of the arbitrator(s) is not appointed pursuant to (i) or (ii) above, as appointed by the AAA (as described below)). To the extent (a) either the Initiating Party or the Receiving Party fails to appoint an arbitrator within fifteen (15) days after delivery of the Request for Arbitration or (b) the first two arbitrators fail to appoint a third arbitrator pursuant to (iii) above within fifteen (15) days, such party’s appointment of an arbitrator shall be made by the AAA pursuant to its rules governing commercial arbitration in effect at the time of the arbitration. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who (A) has no personal relationship with any of the parties to this Agreement, (B) has no direct business relationship with any of the parties to this Agreement, (C) has no material indirect business relationship with any of the parties to this Agreement and (D) who has at least twenty (20) years of experience in the practice of law with significant experience in each of corporate law, securities law, capital markets and corporate finance matters. The arbitration shall commence within thirty (30) days after the appointment of the three arbitrators; the arbitration shall be completed within sixty (60) days of commencement; and the arbitrators’ award shall be made within thirty (30) days following such completion. The parties may agree to extend the time limits specified in the foregoing sentence.

(b) The arbitrators will apply the substantive law (and the law of remedies, if applicable) of the State of Delaware without reference to its internal conflicts of laws principles, and will be without power to apply any different substantive law. The arbitrators will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing party. The arbitrators also have the authority to grant provisional remedies, including injunctive relief, and to award specific performance. The arbitrators may entertain a motion to dismiss and/or a motion for summary judgment by any party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “Claim”), without holding an

27

evidentiary hearing, if, after affording the parties an opportunity to present written submission and documentary evidence, the arbitrators conclude that there is no material issue of fact and that the Claim may be determined as a matter of law. The parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrators’ award by any court. The arbitrators’ award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including the courts of Cook County, Illinois. Notwithstanding the foregoing, any party to this Agreement may seek injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction without first pursuing resolution of the dispute as provided above. Each party to this Agreement irrevocably submits to the non-exclusive jurisdiction and venue in the courts of the State of Illinois and of the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 19(a) OF THIS AGREEMENT.

(c) The parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided, that nothing herein shall prevent a party from disclosing information regarding the arbitration for purposes of enforcing the award. The parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitration.

(d) If arbitrations are commenced under this Agreement and the 2010 U.S. Stockholders’ Agreement and any party thereto contends that such arbitrations are substantially related, involve common questions of fact or law, and that the issues should be heard in one proceeding, the arbitration panel selected in the first-filed of such proceedings shall determine whether, in the interests of justice and efficiency, the proceedings should be consolidated before that arbitration panel.

20.     Successors and Assigns. None of the parties shall have the right to delegate any of its obligations under this Agreement or any part hereof, except (i) as expressly permitted herein or, (ii) in the case of a Stockholder, to a Transferee in connection with a Permitted Transfer. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective permitted successors and assigns. No party may assign any of its rights under this Agreement or any part hereof without the prior consent of (a) the Company, and (b)(1) the MDP Stockholders (if the proposed assignment is by a Non-U.S. Situs Pritzker Stockholder) or (2) the Non-U.S. Situs Pritzker Stockholders holding a majority of the Covered Stock then held by all Non-U.S. Situs Pritzker Stockholders (if the proposed assignment is by an MDP Stockholder), except to a Permitted Transferee.

28

21.      No Other Relationships. Nothing contained herein or in any other agreement delivered pursuant hereto or thereto shall be construed to create any agency relationship among the Stockholders. No Stockholder shall owe any fiduciary duties to the Company or to any other Stockholder by virtue of this Agreement. To the extent that at law or in equity, a Stockholder has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Stockholder, a Stockholder acting under this Agreement shall not be liable to the Company or to any Stockholder for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Stockholder otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Stockholder.

22.      Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. Upon such determination that any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

23.      Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party shall be entitled to immediate injunctive relief or specific performance without bond or the necessity of showing actual monetary damages in order to enforce or prevent any violations of the provisions of this Agreement.

24.      Confidentiality; Public Announcements, Etc. Each Stockholder agrees, and agrees to cause its Affiliates, to at all times hold in confidence and keep secret and inviolate all of the Company’s confidential information, including, without limitation, the terms and conditions of this Agreement and all unpublished matters relating to the business, property, accounts, books, records, customers and contracts of the Company which the Stockholder or any such Affiliates may or hereafter come to know; provided, however, that, except as otherwise provided herein, the Stockholder may disclose any such information (a) to its Affiliates, directors, officers, employees, representatives and agents, including accountants, legal counsel and other advisors who have a need to know such information in connection with the Stockholder’s investment in the Company (it being understood and agreed that (i) the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential, (ii) no such information will be used to the detriment of the Company and (iii) such Stockholder shall be responsible for breach by any such Person of the provisions of this Section 24), (b) that otherwise is or has become generally available to the public (without breach of this Section 24), (c) as to which Stockholder has obtained knowledge from sources other than the Company or the directors or the officers of the Company (provided, that such

29

source is not known by such Stockholder to be bound by a confidentiality agreement with the Company), (d) with the consent of the Company, (e) that it is required to disclose by law or subpoena or judicial process or as is required to enforce its rights hereunder or that is required to be disclosed under the rules of any stock exchange to which any Stockholder or an Affiliate is subject, in which case, the disclosing Stockholder shall, if possible, provide the Company with prompt advance notice of such disclosure so that the Company shall have the opportunity if it so desires to seek a protective order or other appropriate remedy and, in connection with any such disclosure required by the Securities and Exchange Commission (or similar governmental authority) or the rules of any stock exchange to which a Stockholder or any Affiliate of a Stockholder is subject, the disclosing Stockholder shall use reasonable efforts to obtain confidential treatment for such disclosure (to the extent reasonably available) provided, however, that with respect to standard examinations by or standard filings with any regulatory or governmental authority, notice shall not be required, or (f) to a potential Transferee, provided that prior to such disclosure, (i) the Company shall have approved of such Transferee and (ii) such potential Transferee shall have entered into a confidentiality agreement on similar terms and conditions as contained in this Section 24 in form and substance reasonably satisfactory to the Company and with respect to which the Company is made an express third party beneficiary; provided, however, subclauses (i) and (ii) of this clause (f) shall not apply to a potential Transferee in connection with a sale pursuant to a registration statement under the Securities Act or a broad distribution sale. Notwithstanding anything in this Agreement to the contrary, a Stockholder or any Affiliate of such Stockholder shall be permitted to disclose confidential information to: (x) their respective current and potential partners, members and investors, and such partners’, members’ and investors’ advisors and (y) the participants at such Stockholder’s annual meeting (it being understood and agreed that in each such case, the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential). Each Stockholder agrees that such confidential information shall be used only in connection with the business of the Company, and the Stockholder’s investment therein, and not for any other purpose.

25.      Counterparts; Effectiveness. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and conditions of this Agreement.

26.      No Trustee Liability. When this Agreement is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Agreement shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder or thereunder, or to perform any covenant, either express or implied, contained herein or therein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely against the assets of the pertinent trust.

30

27.      No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the parties hereto may be corporations, partnerships, limited liability companies or trusts, each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, member, manager or trustee of any Stockholder or of any partner, member, manager, trustee, Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Stockholder or any current or future member of any Stockholder or any current or future director, officer, employee, partner, member, manager or trustee of any Stockholder or of any Affiliate or assignee thereof, as such, for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

28.      Aggregation. All shares of capital stock of the Company held by any Affiliates of any Stockholder shall be aggregated together with the shares of capital stock of the Company held by such Stockholder for the purposes of determining availability of rights and application of obligations of such Stockholder under this Agreement.

29.      Entire Agreement. This Agreement, the Registration Rights Agreement, dated as of the Effective Date, by and among the Company and the other parties thereto, and the Stock Purchase Agreement (together with the agreements delivered or to be delivered pursuant thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede and shall supersede all prior agreements and understandings (whether written or oral) between the Company and the Stockholders, or any of them, with respect to the subject matter hereof.

31

30.      Amendment and Waiver. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the Company and the MDP Stockholders and Non-U.S. Situs Pritzker Stockholders holding more than 50% of the shares of Covered Stock held by all Non-U.S. Situs Pritzker Stockholders or, in the case of a waiver, by the party waiving compliance; provided, however, that Schedule 1 to this 2010 Non-U.S. Stockholders’ Agreement shall be amended upon a Permitted Transfer by any MDP Stockholder or Non-U.S. Situs Pritzker Stockholder without the consent of the Company, the MDP Stockholders or the Non-U.S. Situs Pritzker Stockholders; and provided, further, that Schedule 4 to this Agreement shall automatically be amended to conform to any changes made to Schedule 1 of the 2010 U.S. Stockholders’ Agreement. For the avoidance of doubt, any waiver provided by the Non-U.S. Situs Stockholders requires the approval of the holders of more than 50% of the shares of Covered Stock of the Non-U.S. Situs Pritzker Stockholders. No delay on the part of any party on exercising any right, power or privileges hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.

31.      Third Party Beneficiaries. Except for U.S. Situs Pritzker Stockholders who are express third party beneficiaries for the purposes of Section 4 (solely as such section applies to U.S. Situs Pritzker Stockholders in their capacity as “Non-Transferring Section 4 Stockholders” hereunder) of this Agreement (and, only for so long as such Persons are U.S. Situs Pritzker Stockholders), nothing in this Agreement is intended or shall be construed to give any Person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

32.      Waiver of Certain Damages. To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

33.      Termination. This Agreement shall terminate and be of no further force and effect (a) with respect to any individual Stockholder, on the first date when such Stockholder no longer holds any shares of Covered Stock, and (b) in its entirety, upon the first to occur of (i) all of the equity securities of the Company being owned by a single Person, (ii) the agreement in writing of the Company and each of the Stockholders to terminate this Agreement or (iii) the consummation of a Qualified Public Offering. Notwithstanding the foregoing, Section 34 shall survive indefinitely, including following any termination of this Agreement, unless, with respect to any Stockholder, such Stockholder is a party to the Registration Rights Agreement or obtains the consent of the Company to be released from Section 34.

34.      Lock-up. The terms and conditions in Section 5.1 of the Registration Rights Agreement are incorporated into this Agreement. Each Stockholder is bound by the terms of such section thereof.

32

35.      Inconsistent Provisions. In the event that any provision of this Agreement is or becomes inconsistent with the Bylaws, the Stockholders shall take all actions necessary to amend the Bylaws such that the Bylaws are not inconsistent with or conflict with this Agreement.

Signature pages follow.

33

IN WITNESS WHEREOF, the parties hereto have duly executed this 2010 Non-U.S. Stockholders’ Agreement as of the date first above written.

THE COMPANY:
TRANSUNION CORP.
By:	/s/ John W. Blenke
	Name:	John W. Blenke
	Title:	Executive Vice President,
		Corporate General Counsel and Secretary

THE NON-U.S. SITUS PRITZKER STOCKHOLDERS:
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of each of the separate trusts listed on Schedule 1 attached hereto
By:	/s/ Schevon Miller
	Name:	Schevon Miller
	Title:	Authorized Signatory
By:	/s/ Carlis E. Chisholm
	Name:	Carlis E. Chisholm
	Title:	Authorized Signatory

[SIGNATURE PAGE TO 2010 NON-U.S. STOCKHOLDERS’ AGREEMENT]

THE MDP STOCKHOLDER:
MDCPVI TU HOLDINGS, LLC
By:	/s/ Timothy Hurd
	Name:	Timothy Hurd
	Title:	President

[SIGNATURE PAGE TO 2010 NON-U.S. STOCKHOLDERS’ AGREEMENT]

SCHEDULE 1

Non-U.S. Situs Pritzker Stockholders

CIBC Trust Company (Bahamas) Limited, solely as trustee of each of the separate trusts listed below in this Schedule 1.

c/o CIBC Trust Company (Bahamas) Limited

Goodman’s Bay Corporate Centre

West Bay Street

P.O. N-3933

Nassau, Bahamas

Settlement T-551-1

Settlement T-551-2

Settlement T-551-3

Settlement T-551-4

Settlement T-551-5

Settlement T-551-6

Settlement T-551-7

Settlement T-551-10

Settlement T-551-11

Settlement T-551-12

Settlement T-914

Settlement T-915

Settlement T-916

Settlement T-917

Settlement T-929

Settlement T-930

Settlement T-931

Settlement T-936

SCHEDULE 2

MDP Stockholder

MDCPVI TU Holdings, LLC

c/o Madison Dearborn Partners, LLC

3 First National Plaza, Suite 4600

Chicago, Illinois 60602

SCHEDULE 3

Agreements with Affiliates

Tax Separation Agreement, dated as of January 1, 2005, by and among the Company, Marmon Holdings, Inc. and each of their respective direct and indirect subsidiaries.

SCHEDULE 4

U.S. Situs Pritzker Stockholders

Karl J. Breyer, Marshall E. Eisenberg and Thomas J. Pritzker, not individually, but solely as co-trustees of each of the separate trusts listed below in this Schedule 4.

c/o Diversified Financial Management Corp.

71 South Wacker Drive, 46^th Floor

Chicago, Illinois 60606

A.N.P. TRUST # 1

A.N.P. TRUST # 2

A.N.P. TRUST # 3

A.N.P. TRUST # 4-DANIEL

A.N.P. TRUST # 4-JOHN

A.N.P. TRUST # 5-DANIEL

A.N.P. TRUST # 5-JEAN

A.N.P. TRUST # 6

A.N.P. TRUST # 7A-TOM

A.N.P. TRUST # 7B-JOHN

A.N.P. TRUST # 7C-GIGI

A.N.P. TRUST # 7D-DAN

A.N.P. TRUST # 8

A.N.P. TRUST # 9

A.N.P. TRUST #10

A.N.P. TRUST #11

A.N.P. TRUST #12

A.N.P. TRUST #13A-TOM

A.N.P. TRUST #13B-JOHN

A.N.P. TRUST #13C-GIGI

A.N.P. TRUST #13D-DAN

A.N.P. TRUST #14

A.N.P. TRUST #15

A.N.P. TRUST #16

A.N.P. TRUST #17

A.N.P. TRUST #18-JOHN

A.N.P. TRUST #18-THOMAS

A.N.P. TRUST #19

A.N.P. TRUST #20

A.N.P. TRUST #21

A.N.P. TRUST #22-JAMES

A.N.P. TRUST #22-LINDA

A.N.P. TRUST #23-KAREN

A.N.P. TRUST #23-LINDA

A.N.P. TRUST #24-JAMES

A.N.P. TRUST #24-KAREN

A.N.P. TRUST #25

A.N.P. TRUST #26

A.N.P. TRUST #27

A.N.P. TRUST #28-JAMES

A.N.P. TRUST #28-LINDA

A.N.P. TRUST #29-KAREN

A.N.P. TRUST #29-LINDA

A.N.P. TRUST #30-JAMES

A.N.P. TRUST #30-KAREN

A.N.P. TRUST #31

A.N.P. TRUST #32

A.N.P. TRUST #33

A.N.P. TRUST #34-ANTHONY

A.N.P. TRUST #34-PENNY

A.N.P. TRUST #35-ANTHONY

A.N.P. TRUST #35-JAY ROBERT

A.N.P. TRUST #36-JAY ROBERT

A.N.P. TRUST #36-PENNY

A.N.P. TRUST #37

A.N.P. TRUST #38

A.N.P. TRUST #39

A.N.P. TRUST #40-ANTHONY

A.N.P. TRUST #40-PENNY

A.N.P. TRUST #41-ANTHONY

A.N.P. TRUST #41-JAY ROBERT

A.N.P. TRUST #42-JAY ROBERT

A.N.P. TRUST #42-PENNY

DNP RESIDUARY TRUST #1

DNP RESIDUARY TRUST #2

DNP RESIDUARY TRUST #3

DNP RESIDUARY TRUST #4

DNP RESIDUARY TRUST #5

DNP RESIDUARY TRUST #6

DNP RESIDUARY TRUST #7

DNP RESIDUARY TRUST #8

DNP RESIDUARY TRUST #9

F. L. P. RESIDUARY TRUST # 1

F. L. P. RESIDUARY TRUST # 5

F. L. P. RESIDUARY TRUST # 6

F. L. P. RESIDUARY TRUST # 9

F. L. P. RESIDUARY TRUST #11

F. L. P. RESIDUARY TRUST #12

F. L. P. RESIDUARY TRUST #13

F. L. P. RESIDUARY TRUST #14

F. L. P. RESIDUARY TRUST #15

F. L. P. RESIDUARY TRUST #16

F. L. P. RESIDUARY TRUST #17

F. L. P. RESIDUARY TRUST #18

F. L. P. RESIDUARY TRUST #19

F. L. P. RESIDUARY TRUST #20

F. L. P. RESIDUARY TRUST #21

F. L. P. RESIDUARY TRUST #22

F. L. P. RESIDUARY TRUST #23

F. L. P. RESIDUARY TRUST #24

F. L. P. RESIDUARY TRUST #25

F. L. P. RESIDUARY TRUST #26

F. L. P. RESIDUARY TRUST #27

F. L. P. RESIDUARY TRUST #28

F. L. P. RESIDUARY TRUST #29

F. L. P. RESIDUARY TRUST #30

F. L. P. RESIDUARY TRUST #31

F. L. P. RESIDUARY TRUST #32

F. L. P. RESIDUARY TRUST #33

F. L. P. RESIDUARY TRUST #34

F. L. P. RESIDUARY TRUST #35

F. L. P. RESIDUARY TRUST #36

F. L. P. RESIDUARY TRUST #37

F. L. P. RESIDUARY TRUST #38

F. L. P. RESIDUARY TRUST #39

F. L. P. RESIDUARY TRUST #40

F. L. P. RESIDUARY TRUST #41

F. L. P. RESIDUARY TRUST #42

F. L. P. RESIDUARY TRUST #43

F. L. P. RESIDUARY TRUST #44

F. L. P. RESIDUARY TRUST #45

F. L. P. RESIDUARY TRUST #46

F. L. P. RESIDUARY TRUST #47

F. L. P. RESIDUARY TRUST #48

F. L. P. RESIDUARY TRUST #49

F. L. P. RESIDUARY TRUST #50

F. L. P. RESIDUARY TRUST #51

F. L. P. RESIDUARY TRUST #52

F. L. P. RESIDUARY TRUST #53

F. L. P. RESIDUARY TRUST #54

F. L. P. RESIDUARY TRUST #55

F. L. P. RESIDUARY TRUST #56

F. L. P. TRUST # 10

F. L. P. TRUST # 11

F. L. P. TRUST # 12

F. L. P. TRUST # 13

F. L. P. TRUST # 14

F. L. P. TRUST # 15

F. L. P. TRUST # 16

F. L. P. TRUST # 17

F. L. P. TRUST # 19

F. L. P. TRUST # 20

F. L. P. TRUST # 21

DANIEL TRUST

JAY ROBERT TRUST

GIGI TRUST

JIM TRUST

JOHNNY TRUST

KAREN TRUST

LINDA TRUST

NICHOLAS TRUST

PENNY TRUST

TOM TRUST

TONY TRUST

R. A. TRUST # 25

R.A. G.C. TRUST #1

R.A. G.C. TRUST #2

R.A. G.C. TRUST #3

R.A. G.C. TRUST #4

R.A. G.C. TRUST #5

R.A. G.C. TRUST #6

R.A. G.C. TRUST #7

R.A. G.C. TRUST #8

R.A. G.C. TRUST #9

R.A. G.C. TRUST #10

ANNEX A

Beneficiary Groups

Pritzker Beneficiary Group:

Nicholas J. Pritzker

Thomas J. Pritzker

James N. Pritzker

John A. Pritzker

Linda Pritzker

Karen L. Pritzker

Penny Pritzker

Daniel F. Pritzker

Anthony N. Pritzker

Gigi Pritzker Pucker

Jay Robert Pritzker

ANNEX B

Competitors

Accenture plc

Acxiom Corporation

Automated Data Processing, Inc.

Alliance Data Systems Corporation

CBC Companies

CSC Credit Services

Choicepoint, Inc.

CyberSource Corporation The Dun & Bradstreet Corporation

Equifax, Inc.

Experian Group Limited

Fair Isaac Corporation

Fidelity National Information Services, Inc.

The First Advantage Corporation

Fiserv Inc.

Innovis Data Solutions, Inc. Intersections, Inc.

InfoUSA, Inc.

Reed Elsevier

Moody’s Corp.

The McGraw-Hill Companies, Inc.

Paychex Inc.

SunGard Data Systems, Inc.

Thompson Reuters Corporation

Volt Information Sciences, Inc.

Walters Kluwer, N.V.,

and in each case including their respective subsidiaries, Affiliates and successors.

EX-10.9

Exhibit 10.9

TRANSUNION CORP.

MANAGEMENT STOCKHOLDERS’ AGREEMENT

THIS AGREEMENT, dated as of June 15, 2010 (the “Effective Date”), is made by and among TransUnion Corp, a Delaware corporation (the “Company”), each Person identified on Schedule 1 hereto (as amended from time to time as provided in Section 12(k) below, the “MDP Stockholders”), each Person identified on Schedule 2 hereto (as amended from time to time as provided in Section 12(k) below, the “Pritzker Stockholders”), and each Person identified on Schedule 3 hereto (as amended from time to time as provided in Section 12(k) below, the “Management Stockholders”). The MDP Stockholders, the Pritzker Stockholders, and the Management Stockholders are collectively referred to as the “Stockholders”.

WHEREAS, the Company and the Stockholders desire, for their mutual benefit and protection, to enter into this Agreement to set forth their respective rights and obligations with respect to certain matters concerning the affairs of the Company and the capital stock held by the Management Stockholders.

NOW, THEREFORE, in consideration of the recitals and the mutual premises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. For purposes of this Agreement, each of the following terms shall have the meaning ascribed to it in this Section 1:

(a) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, provided, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa). For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. With respect to MDP, the term “Affiliate” shall also include any Person now or hereafter existing that is (a) controlled, directly or indirectly, by one or more general partners or managing members of MDP (or the Madison Dearborn Partners fund or funds which control MDP) or (b) directly or indirectly managed or advised by any Person (or an Affiliate of such Person) who directly or indirectly manages or advises MDP or any of the Madison Dearborn Partners fund or funds which control MDP.

(b) “Approved Sale” means either (i) any Sale Event approved by the Board, or (ii) any transaction or series of related transactions that results in any Person or Persons who are not Affiliates of the Company and who are not Affiliates of the Investors prior to such transaction or series of transactions acquiring all, but not less than all, of the equity securities (including any warrants) held by the MDP Stockholders, in each case occurring prior to an Initial Public Offering.

(c) “Board” means the Board of Directors of the Company.

(d) “Business Day” means any day other than a Saturday, Sunday or other day in Chicago, Illinois on which banking institutions are authorized by law or regulations to close.

(e) “Cause” shall have the meaning given to such term in a severance, employment or similar agreement entered into by a Management Stockholder with the Company or one of its Affiliates, or in the absence of such an agreement shall mean any of the following as determined by the Board in its good faith discretion: (ii) the material breach by the Management Stockholder of the terms of any employment agreement, if any, or any severance agreement to which the Management Stockholder is a party with the Company or any of its Affiliates, (ii) a breach of the material terms of the Management Stockholder’s employment (including, without limitation, the material policies of the Company or any of its Affiliates); (iii) the willful failure or refusal to perform the Management Stockholder’s material duties for the Company and its Affiliates, as applicable; (iv) the willful insubordination or disregard of the legal directives of the Board or senior management of the Company or any of its Affiliates, as applicable, which are not inconsistent with the scope, ethics and nature of Management Stockholder’s duties and responsibilities; (v) engaging in misconduct which has a material and adverse impact on the reputation, business, business relationships or financial condition of the Company or any of its Affiliates; (vi) the commission of an act of fraud or embezzlement against the Company or any of its Affiliates; or (vii) any conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving fraud or misrepresentation; provided, however, that Cause shall not be deemed to exist under any of the foregoing clauses (i), (ii), (iii) or (iv) unless the Management Stockholder has been given reasonably detailed written notice of the grounds for such Cause and, if curable, the Management Stockholder has not effected a cure within 20 days of the date of receipt of such notice.

(f) “Common Stock” means the Company’s common stock (including both voting and non-voting common stock), par value $0.01 per share, or, in the event that the outstanding shares of Common Stock are hereafter recapitalized, converted into, or exchanged for different stock or securities of the Company, such other stock or securities.

(g) “Equity Plan Shares” means any Shares issued to an applicable Management Stockholder pursuant to the Company’s 2010 Management Equity Plan.

(h) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(i) “Fair Market Value” means, as of any date, the value of securities determined as follows:

(i)        If the security is listed on any established stock exchange or a national market system, the Fair Market Value shall be the closing sales price for such securities (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;

- 2 -

(ii)        If the security is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value shall be the mean between the high bid and low asked prices for the securities on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;

(iii)        If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system, nor regularly quoted by a recognized securities dealer, then Fair Market Value shall be (A) the amount that a willing buyer would pay for a share of the Common Stock, and at which a willing seller would sell a share of the Common Stock, neither under any compulsion or duress and both with reasonable knowledge of the relevant facts, with no discount for lack of marketability, or voting rights, nor any premium for control, as set forth in the most recent appraisal available to the Administrator (as defined in the Company’s 2010 Management Equity Plan) by a recognized investment banking or appraisal firm selected by the Administrator in good faith and in exercise of its reasonable discretion and performed in accordance with the provisions of this clause (A), or (B) if such transaction is more recent that the most recently available appraisal, the price per share realized by the Company or a Current Stockholder in a transaction involving the sale of equity securities to a Person who is not an Affiliate of the Company or such selling Current Stockholder, as applicable, in a sufficient amount to allow the Administrator to determine whether or not such sale is between a willing buyer and a willing seller under the standards applicable under clause (A) above. The Administrator shall use its commercially reasonable efforts to have an appraisal of the type referred to in clause (A) above performed at least annually.

(iv) The Fair Market Value of the voting Common Stock and the Shares shall be the same, notwithstanding the lack of voting rights in the Shares.

(j) “Family Member” means any “family member” of such Management Stockholder, as defined under the instructions to use of the Form S-8 Registration Statement under the Securities Act.

(k) “Governmental Authority” means any regional, federal, state or local legislative, executive or judicial body or agency, any court of competent jurisdiction, any department, political subdivision or other governmental authority or instrumentality, or any arbitral authority, in each case, whether domestic or foreign.

(l) “Initial Public Offering” means an initial public offering of the Company’s Common Stock pursuant to an offering registered under the Securities Act, other than any such offerings that are registered on Form S-4 under the Securities Act (unless such offering registered on Form S-4 results in the issuance of shares of Common Stock to the public that are listed on a national securities exchange).

(m) “Investors” means the MDP Stockholders and the Pritzker Stockholders.

- 3 -

(n) “Original Cost” means, (i) with respect to any Equity Plan Shares, the purchase price per share (whether in the form of an exercise price, resulting basis for taxation or otherwise) paid or recognized by the Management Stockholder for such Equity Plan Shares, and (ii) with respect to any Rollover Shares, the Per Share Purchase Price (as such term is defined in the Stock Purchase Agreement).

(o) “Person” means an individual, a company, a partnership, a joint venture, a limited liability company or limited liability partnership, an association, a trust, estate or other fiduciary, any other legal entity, and any Governmental Authority.

(p) “Public Offering” means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

(q) “Rollover Shares” means shares of Common Stock held by a Management Stockholder as of as of immediately prior to the transactions contemplated by the Stock Purchase Agreement, not converted into or transferred for cash pursuant the terms of the Stock Purchase Agreement and accordingly retained by the applicable Management Stockholder.

(r) “Transfer” means any direct or indirect sale, transfer, assignment, pledge, encumbrance, or other disposition (whether with or without consideration and whether voluntary or involuntary or by operation of law, including to the Company), or any adjudication of the applicable Management Stockholder as bankrupt, assignment for the benefit of creditors, attachment, levy or other seizure by any creditor (whether or not pursuant to judicial process), or passage or distribution under judicial order or legal process of any interest.

(s) “Transfer Percentage” means, with respect to any Transferring Stockholder, the percentage equivalent of a fraction the numerator of which is the total number of shares of Common Stock proposed to be Transferred by the Transferring Stockholder and the denominator of which is the total number of shares of Common Stock held by the Transferring Stockholder.

(t) “Sale Event” means the consummation of:

(i)         the sale or other disposition (in one transaction or a series of related transactions) of more than fifty percent (50%) of the assets of the Company on a consolidated basis to a Person or Persons (other than to a stockholder of the Company and/or their Affiliates) acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act;

(ii)         a merger, reorganization or consolidation of the Company with any other entity, other than a merger, reorganization or consolidation in which the stockholders of the Company immediately prior to any such transaction (and/or their Affiliates) hold, directly or indirectly, a majority of the total combined voting power of the Company or the continuing or surviving entity of such consolidation, reorganization or merger immediately after any such transaction; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) shall not constitute a Sale Event; or

- 4 -

(iii)        a transaction in which any Person or Persons (other than the Investors and/or their Affiliates) acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board.

(u) “Securities Act” means the Securities Act of 1933, as amended from time to time.

(v) “Share” means a share of Company’s non-voting common stock, par value $0.01 per share, including any security resulting from the recapitalization, conversion or exchange of such non-voting common stock. Shares will become convertible into voting Common Stock on a 1:1 basis upon or before an Initial Public Offering or Sale Event in accordance with the Certificate of Incorporation of the Company.

(w) “Stock Purchase Agreement” means that certain Amended and Restated Stock Purchase Agreement, dated as of the date hereof, by and among the Company and the other Persons party thereto.

Section 2. Restrictions on Transfer. Except as expressly permitted in this Agreement, no Management Stockholder shall Transfer all or any portion of his or her Shares without the prior written approval of the Board. Any Transfer not expressly permitted herein shall be void and of no effect. A Management Stockholder may only Transfer his or her Shares without the prior approval of the Board:

(a) to a Family Member; provided that such Family Member agrees in writing to be bound by the obligations of such Management Stockholder under this Agreement such that, references to “Shares held by such Management Stockholder,” and variations thereof, shall include Shares held by a Family Member pursuant to a Transfer under this Section 2(a);

(b) in accordance with Section 3, Section 4 or Section 5; or

(c) following the consummation of an Initial Public Offering or a Sale Event.

Section 3.    Repurchase Option. In the event that a Management Stockholder’s employment with the Company and its subsidiaries is terminated prior to an Initial Public Offering or Sale Event, any Shares held by such Management Stockholder shall be subject to repurchase by the Company (solely at its option) and the Investors (in accordance with Section 3(d) below solely at their option) by delivery of one or more Repurchase Notices (as defined below) within the time periods set forth below, pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Repurchase Option shall terminate upon the earlier of an Initial Public Offering or the effective date of a Sale Event.

(a) Termination Other than for Cause. If a Management Stockholder’s employment ceases other than for Cause, then following such cessation, the Company and/or the Investors, as applicable, may elect to purchase all or any portion of the Shares held by such Management Stockholder (the “Repurchase Shares”) at a price per Share equal to the Fair Market Value thereof determined as of the date of the Management Stockholder’s employment ceases.

- 5 -

(b) Termination for Cause. If a Management Stockholder’s employment is terminated for Cause, then following such termination, the Company and/or the Investors, as applicable, may elect to purchase all or any portion of the Repurchase Shares at a price per Share equal to the lesser of the Fair Market Value thereof (determined as of the date of the Management Stockholder’s termination) and the Original Cost thereof.

(c) Repurchase Procedures. Pursuant to the Repurchase Option, the Company may elect to exercise the right to purchase all or any portion of the Repurchase Shares by delivering written notice or notices (each, a “Repurchase Notice”) to the holder(s) of such Repurchase Shares at any time and from time to time before the date that is 210 days following termination of the applicable Management Stockholder’s employment with the Company and its subsidiaries (or in the case of Equity Plan Shares, 210 days following the vesting of such shares (or the underlying award granting the right to such Equity Plan Shares), if later); provided that such period may be tolled in accordance with Section 3(f) below. Each Repurchase Notice will identify the Repurchase Shares to be acquired from such holder(s), the purchase price of such Repurchase Shares (as determined in accordance with this Section 3), the aggregate consideration to be paid for such Repurchase Shares and the time and place for the closing of the transaction (a “Repurchase Closing”).

(d) Investors Rights.

(i)        If for any reason the Company does not elect to purchase all of the Repurchase Shares pursuant to the Repurchase Option and pursuant to one or more Repurchase Notices, then the Company will offer to the Investors the right to exercise the Repurchase Option in the manner set forth in this Section 3, for the Repurchase Shares the Company has not elected to purchase (the “Available Shares”). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 15 days following expiration of the deadline set forth in Section 3(c), the Company shall give written notice (each, an “Available Shares Notice”) to the Investors setting forth the number of Available Shares and the price for each Available Share as determined pursuant to the provisions of this Section 3.

(ii)        Each Investor may elect to purchase any number of Available Shares by delivering written notice to the Company within fifteen (15) days after receipt of the Available Shares Notice (the “Election Period”). If the Investors elect to purchase an aggregate number of Shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors on a pro rata basis.

(iii)        As soon as practicable, and in any event within ten (10) days after the expiration of the Election Period, the Company shall notify the holder(s) of Repurchase Shares as to the number of Repurchase Shares being purchased from such holder(s) by the Investors (each, a “Supplemental Repurchase Notice”). At the time the Company delivers a Supplemental Repurchase Notice to the holder(s) of Repurchase Shares, the Company shall also deliver written notice to each Investor setting forth the number of Repurchase Shares that the Company and each Investor will acquire, the aggregate purchase price and the time and place of the Repurchase Closing.

- 6 -

(e) Closing of Repurchase. The Repurchase Closing will take place on the date designated by the Company in the applicable Repurchase Notice or Supplemental Repurchase Notice, as the case may be, which date will not be more than thirty (30) days after the delivery of such notice. The Company and/or the Investors, as the case may be, will pay for the Repurchase Shares to be purchased pursuant to the Repurchase Option by delivery of a check payable to the holder(s) of Repurchase Shares or a wire transfer of immediately available funds. In addition, the Company may pay the purchase price for such Repurchase Shares by offsetting such amounts against any bona fide debts owed by the Stockholder to the Company. The Company and/or the Investors, as the case may be, will (i) receive, and the holder(s) of Repurchase Shares will give, representations and warranties regarding the holder’s (A) good and valid title to the Repurchase Shares being Transferred; (B) the absence of liens, claims and other encumbrances with respect to the Repurchase Shares being Transferred; (C) its valid existence and good standing (if applicable); (D) the legal capacity and authority for, and validity, binding effect and enforceability of, any agreement entered into by such holder in connection with the Transfer of such Repurchase Shares; (E) all required consents and approvals to the holder’s Transfer of such Repurchase Shares having been obtained (excluding securities laws); and (F) the fact that no broker’s commission or finder’s fee is payable by the holder as a result of such holder’s conduct in connection with the Transfer of the Repurchase Shares and (ii) be entitled to require all holder(s) of Repurchase Shares’ signatures be guaranteed by a national bank or reputable securities broker.

(f) Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all purchases of Repurchase Shares by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law (the “DGCL”), the Company’s and its subsidiaries’ third party debt financing agreements and the Company’s and its subsidiaries’ third party equity financing agreements (to the extent entered into after the date hereof, if any). If any such restrictions prohibit the purchase of Repurchase Shares, the time periods provided in this Section 3 shall be tolled until such time as the Company is free of such restrictions, but the Company shall not have the right to purchase Repurchase Shares after the earlier of an Initial Public Offering or Sale Event without the affected Management Stockholder’s written consent.

Section 4.        Drag-Along.

(a) In connection with any Approved Sale, the Company or the MDP Stockholders, as applicable, shall have the right to require each Management Stockholder and any transferee of a Management Stockholder (each a “Dragged Stockholder”) to sell all or any portion of such Dragged Stockholder’s Shares in such transaction on the terms, conditions and price per share of Common Stock that are determined by the Board (or, in the case of an Approved Sale initiated by the MDP Stockholders, the same terms, conditions and price per share of Common Stock as are applicable to the MDP Stockholders) (a “Drag Along Sale”), including, (i) by making the representations and warranties described in Section 4(b)(ii) below and (ii) by providing an indemnity with respect to breaches of representations, warranties or covenants regarding the financial condition, results of operations, assets or liabilities of the

- 7 -

Company or otherwise with respect to the liabilities or operations of the Company (it being understood that such representation, warranties or covenants will be made by the Company) to the extent and in the manner determined by the Board (or, in the case of an Approved Sale initiated by the MDP Stockholders, as determined by the MDP Stockholders); provided, that any such indemnity will be subject to Section 4(b)(iii).

(b) In the event that any Approved Sale is to be consummated pursuant to Section 4(a) (i) each Dragged Stockholder will not be obligated to pay more than his or her pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with such Drag Along Sale to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company or the proposed purchaser (expenses incurred by or on behalf of a stockholder for his or her sole benefit not being considered expenses incurred for the benefit of all stockholders), (ii) each Dragged Stockholder shall not be required to make any representations or warranties in connection with such Drag Along Sale except, as to (A) good and valid title to the Shares being Transferred; (B) the absence of liens, with respect to the Shares being Transferred; (C) its valid existence and good standing (if applicable); (D) the legal capacity and authority for, and validity, binding effect and enforceability of (as against such Dragged Stockholder), any agreement entered into by such Dragged Stockholder in connection with the Transfer of such Shares; (E) all required consents and approvals to the Dragged Stockholder’s Transfer of such Shares having been obtained (excluding securities laws); and (F) the fact that no broker’s commission or finder’s fee is payable by the Dragged Stockholder as a result of the Dragged Stockholder’s conduct in connection with a Drag Along Sale, and (iii) any indemnifications provided by the Dragged Stockholders will be on a several basis (pro rata based upon proportion of aggregate transaction consideration received) and not a joint basis (other than to the extent secured by an escrow fund or other similar mechanism).

(c) In the event that any Approved Sale is to be consummated pursuant to Section 4(a), the Company shall notify each Management Stockholder in writing no less than ten (10) days prior to the contemplated consummation date of such Approved Sale (the “Drag Notice”). Such notice shall set forth: (i) a description of the Drag Along Sale, (ii) the name of the proposed purchaser, and (iii) the proposed amount and form of consideration and the material terms and conditions of payment offered by the proposed purchaser. Any Drag Along Sale that is not consummated within one hundred eighty (180) days following the date of the Drag Notice shall again be subject to the notice provisions of this Section 4(c).

(d) Each Dragged Stockholder agrees (i) to vote in favor of any Drag Along Sale, (ii) to vote in opposition to any and all other proposals that could oppose, prevent, delay, or impair the close of any Drag Along Sale and (iii) not to demand or exercise dissenter’s or appraisal rights under Section 262 of the DGCL (or any successor provision thereto) or any other applicable law or contract for which dissenter’s or appraisal rights are available with respect to any Drag Along Sale.

(e) To the extent in conflict with the provisions of this Section 4, the provisions of Section 5 shall be subordinate to and shall not apply to any Transfer or exercise of rights contemplated by this Section 4.

- 8 -

Section 5.        Tag Along.

(a) At any time prior to an Initial Public Offering or Sale Event, if an MDP Stockholder (the “Transferring Stockholder”) proposes to Transfer any shares of Common Stock to one or more Persons who are not an Investor or an Affiliate of an Investor, then the Management Stockholders shall have the right to participate in such Transfer on a pro rata basis (such that each Management Stockholder’s Transfer Percentage is equal to the Transferring Stockholder’s Transfer Percentage), on the same terms, conditions and equivalent type and amount of consideration payable per share of Common Stock (a “Tag-Along Sale”); provided, however the Management Stockholders may not participate in any Transfer in an Initial Public Offering or Transfer of shares of Common Stock following an Initial Public Offering or Sale Event.

(b) In the event that a Management Stockholder exercises his or her rights pursuant to this Section 5 (an “Electing Stockholder”), (i) each Electing Stockholder will not be obligated to pay more than his or her pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with such Tag-Along Sale to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company or the proposed purchaser (expenses incurred by or on behalf of a stockholder for his or her sole benefit not being considered expenses incurred for the benefit of all stockholders), (ii) each Electing Stockholder shall make all representations or warranties in connection with such Transfer as made by the Transferring Stockholder, and (iii) subject to the preceding clause (ii), any indemnifications provided by the Electing Stockholders will be on a several basis (pro rata based upon proportion of aggregate transaction consideration received) and not a joint basis with the Transferring Stockholder (other than to the extent secured by an escrow fund or other similar mechanism).

(c) In the event that a Stockholder elects to consummate a Tag-Along Sale, such Stockholder shall notify the Company in writing of such proposed transaction no less than thirty (30) days prior to the contemplated consummation date of the Tag-Along Sale (the “Tag Notice”), and the Company shall promptly furnish such Tag Notice to the other Stockholders. Such Tag Notice shall set forth: (i) a description of the Tag-Along Sale, (ii) the name of the proposed purchaser, and (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the proposed purchaser. Each Management Stockholder will have the right, upon written notice to the Company, delivered within ten (10) days after receipt of the Tag Notice to participate in the Tag-Along Sale on the terms and conditions thereof (such participation rights being hereinafter referred to as “Tag Rights”). In the event a Management Stockholder fails to notify the Company of its intent to exercise such Tag Rights within ten (10) days of receipt of a Tag Notice, such Management Stockholder will be deemed to have elected not to exercise such Tag Rights, and shall forfeit such Tag Rights, with respect to the Tag-Along Sale contemplated by such Tag Notice.

(i)        The provisions of this Section 5 shall be subject and subordinate to the provisions of Section 4 and, to the extent in conflict therewith, shall not apply.

Section 6.        Miscellaneous Sale Provisions. The following provisions shall be applied to any proposed Transfer to which Section 4 or Section 5 apply:

- 9 -

(a) Certain Legal Requirements. In the event the consideration to be paid in exchange for shares of Common Stock in a proposed Transfer includes any securities, and the receipt thereof by a holder of Shares would require under applicable law (i) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Transfer by the applicable transferee or (ii) the provision to such holder of Shares of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is not otherwise required to be provided for the Transfer by the applicable transferee, then such holder of Shares shall not have the right to Transfer Shares in such proposed Transfer; provided, however if an Approved Sale is to be consummated pursuant to Section 4(a) and a holder of Shares does not have the right to Transfer his or her Shares pursuant to this Section 6(a), the Company or the MDP Stockholders, as applicable, shall cause to be paid to such holder of Shares, in lieu of such securities and in exchange for the surrender of such holder’s Shares (in accordance with Section 6(d) hereof) which would have otherwise been sold by such holder of Shares to the prospective purchaser in the Drag Along Sale, an amount in cash equal to the Fair Market Value of such Shares as of the date such securities would have been issued in exchange for such Shares.

(b) Further Assurances. As applicable, each Management Stockholder shall take or cause to be taken all such actions as may be necessary or reasonably desirable in order to expeditiously consummate each Transfer pursuant to Section 4 or Section 5 and any related transactions, including voting, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, furnishing information and copies of documents, filing applications, reports, returns, filings and other documents or instruments with governmental authorities, and otherwise cooperating with the other Stockholders, the Company, and the prospective purchaser (including by converting any non-voting Common Stock into voting Common Stock, and vice versa). Each Management Stockholder hereby constitutes and appoints the Company with full power of substitution, as the Management Stockholder’s true and lawful representative and attorney in fact, in the Management Stockholder’s name, place and stead, to execute and deliver any and all agreements which are consistent with this Section 6(b). The foregoing power of attorney is coupled with an interest and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of the Management Stockholder.

(c) Sale Process. In the case of a proposed Transfer pursuant to Section 4 or Section 5, the applicable initiating transferee shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Transfer and the terms and conditions thereof. No holder of shares of Common Stock nor any Affiliate of any such holder shall have any liability to any other holder of shares of Common Stock or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Transfer except to the extent such holder shall have failed to comply with the provisions of Section 4, Section 5 or Section 6.

(d) Closing. The closing of a Transfer to which Section 4 or Section 5 applies shall take place (i) on the proposed Transfer date, if any, specified in the Drag Notice or Tag Notice, as applicable (provided, that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other

- 10 -

required approval or to satisfy other conditions), or (ii) if no proposed Transfer date was required to be specified in the applicable notice, at such time and such place as the applicable initiating transferee shall specify by notice to each applicable Management Stockholder. At the closing of such Transfer, each Management Stockholder, as applicable, shall deliver the certificates evidencing the Shares to be sold by such Management Stockholder, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration.

Section 7.    Lock-Up. To the extent not inconsistent with applicable law, each Management Stockholder agrees that upon request of the Company or the underwriters managing any underwritten Public Offering of the Company’s securities, it will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any Shares (including pursuant to Rule 144 under the Securities Act, but excluding those Shares to be included by such Management Stockholder in the offering in question, if any) without the prior written consent of the Company or such underwriters, as the case may be, (i) with respect to an Initial Public Offering, for the seven (7) days prior to, and during the one hundred eighty (180) day period following, the effective date of the registration statement for such Initial Public Offering (the “IPO Lock-Up Period”), (ii) with respect to any other underwritten Public Offering, for the seven (7) days prior to, and during the ninety (90) day period following (or such shorter period as may be agreed to by the managing underwriter(s) of such underwritten offering), the effective date of the registration statement for such underwritten offering, and (iii) upon written notice from the Company of the commencement of an underwritten distribution in connection with any shelf or other registration statement, for the seven (7) days prior to, and during the ninety (90) day period following (or such shorter period as may be agreed to by the managing underwriter(s) of such underwritten offering) the date of commencement of such distribution (each such period in (i), (ii) and (iii), a “Holdback Period”), and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request. The Holdback Period may be extended to the extent necessary for a managing or co-managing underwriter of an underwritten Public Offering to accommodate regulatory restrictions, including the restrictions contained in FINRA Rule 2711(f)(4) or any successor rule, on (i) the publication of or distribution of research reports and (ii) analyst recommendations and opinions. Nothing herein shall prevent a Management Stockholder from transferring Shares pursuant to Section 2(a); provided, that the transferees of such Shares agree in writing to be bound by the provisions of this Agreement to the extent the Management Stockholder would be so bound. Subject to approval by the Board, the underwriters in connection with a Public Offering are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Management Stockholder hereby agrees that they shall have no right to Transfer any of their Shares in an Initial Public Offering, notwithstanding that other Stockholders are, or have the right to, Transfer their shares of Common Stock in an Initial Public Offering.

Section 8.    Withholding. The Company shall be entitled, if necessary or desirable, to withhold from any amounts due and payable by the Company to a Management Stockholder (or secure payment from such Management Stockholder in lieu of withholding) the amount of any withholding or other tax due from the Company with respect to such Management

- 11 -

Stockholder’s Shares. In the event that the Company or its Affiliates does not make such deductions or withholdings, such Management Stockholder shall indemnify the Company and its Affiliates for any amounts paid or payable by the Company or any of its Affiliates with respect to any such taxes (and, if the Company does not make such deductions or withholdings at the request or instruction of a Management Stockholder, together with any interest, penalties and additions to such tax and any related expenses thereto).

Section 9.    Representations and Warranties. Each party hereto represents and warrants that:

(a) If an entity, such party is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization.

(b) Such party possesses the requisite power and authority to enter into and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. If an entity, such party has properly taken all action required to be taken by it with respect to the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby.

(c) This Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms and conditions, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity.

(d) The execution, delivery and performance by such party of this Agreement and the consummation of the transactions contemplated hereby, do not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any Governmental Authority or other Person under, (i) any law, judgment, order, writ, injunction, decree or award of any Governmental Authority to which such party is subject, (ii) if an entity, the organizational documents of such party or (iii) any license, agreement, commitment or other instrument or document to which such party is a party or by which such party is otherwise bound.

Section 10.    Legends. Each certificate or other documents representing Shares held by a Management Stockholder shall bear the following legend until such time as the Common Stock represented thereby is no longer subject to the provisions hereof or such legend is no longer applicable (as determined by the Company in its sole direction):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR SUCH LAWS AND THE RULES AND REGULATIONS THEREUNDER.

- 12 -

THE SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A MANAGEMENT STOCKHOLDERS’ AGREEMENT, DATED AS OF JUNE 15, 2010, AMONG TRANSUNION CORP. AND CERTAIN HOLDERS OF ITS COMMON STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF TRANSUNION CORP.”

The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legend and this Agreement are satisfied.

Section 11. Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Shares in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Shares as the owner of such shares for any purpose.

Section 12. General Provisions.

(a) Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile prior to 5:00 p.m. (Chicago time) on a Business Day; (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile later than 5:00 p.m. (Chicago time) on any Business Day; (iii) one Business Day after the date sent, if sent by nationally recognized overnight courier service (charges prepaid); or (iv) upon actual receipt by the Person to whom such notice is required to be given. All notices shall be addressed to the other party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company:

TransUnion Corp. 555 West Adams Street

Chicago, Illinois 60661

Facsimile No.: (312) 466-7706

Attention: General Counsel

If to a Stockholder, to the applicable address indicated on Schedule 1 attached hereto, as amended from time to time.

If a notice or communication is mailed, transmitted or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

- 13 -

(b) Governing Law. This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Delaware without reference to its internal conflicts of laws principles.

(c) Disputes.

(i)         Any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the American Arbitration Association (“AAA”). Either party may initiate arbitration by notice to the other party (a “Request for Arbitration”). The arbitration shall be conducted in accordance with the AAA rules governing commercial arbitration in effect at the time of the arbitration, except as they may be modified by the provisions of this Agreement. The place of the arbitration shall be Chicago, Illinois. The arbitration shall be conducted by a single arbitrator appointed by the Management Stockholder from a list of at least five (5) individuals who are independent and qualified to serve as an arbitrator submitted by the Company within fifteen (15) days after delivery of the Request for Arbitration. The Management Stockholder will make its appointment within ten (10) days after it receives the list of qualified individuals from the Company. In the event the Company fails to send a list of at least five (5) qualified individuals to serve as arbitrator to the Management Stockholder within such fifteen-day time period, then the Management Stockholder shall appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event the Management Stockholder fails to appoint a person to serve as arbitrator from the list of at least five (5) qualified individuals within ten (10) days after its receipt of such list from the Company, the Company shall appoint one of the individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with any of the parties to the action and who has at least ten (10) years of experience in the practice of law with experience in executive compensation matters. The arbitration shall commence within thirty (30) days after the appointment of the arbitrator; the arbitration shall be completed within sixty (60) days of commencement; and the arbitrator’s award shall be made within thirty (30) days following such completion. The parties may agree to extend the time limits specified in the foregoing sentence.

(ii)         The arbitrator will apply the substantive law (and the law of remedies, if applicable) of the State of Delaware without reference to its internal conflicts of laws principles, and will be without power to apply any different substantive law. The arbitrator will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing party. The arbitrator also has the authority to grant provisional remedies, including, without limitation, injunctive relief, and to award specific performance. The arbitrator may entertain a motion to dismiss and/or a motion for summary judgment by any party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a

- 14 -

“Claim”), without holding an evidentiary hearing, if, after affording the parties an opportunity to present written submission and documentary evidence, the arbitrator concludes that there is no material issue of fact and that the Claim may be determined as a matter of law. The parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator’s award by any court. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including, without limitation, the courts of Cook County, Illinois. Notwithstanding the foregoing, any party to this Agreement may seek injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction without first pursuing resolution of the dispute as provided above. Each party to this Agreement irrevocably submits to the non-exclusive jurisdiction and venue in the courts of the State of Illinois and of the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 12(c)(i) OF THIS AGREEMENT.

(iii) The parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided, that nothing herein shall prevent a party from disclosing information regarding the arbitration for purposes of enforcing the award. The parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitration.

(d) Successors and Assigns. None of the parties shall have the right to delegate any of its obligations or assign any of its rights under this Agreement or any part hereof. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective permitted successors and assigns.

(e) Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. Upon such determination that any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

(f) Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any

- 15 -

breach of the provisions of this Agreement and that any party shall be entitled to immediate injunctive relief or specific performance without bond or the necessity of showing actual monetary damages in order to enforce or prevent any violations of the provisions of this Agreement.

(g) Waiver of Certain Damages. To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

(h) Counterparts; Effectiveness. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and conditions of this Agreement.

(i) No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the parties hereto may be corporations, partnerships, limited liability companies or trusts, each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, member, manager or trustee of any Stockholder or of any partner, member, manager, trustee, Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Stockholder or any current or future member of any Stockholder or any current or future director, officer, employee, partner, member, manager or trustee of any Stockholder or of any Affiliate or assignee thereof, as such, for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

(j) Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

(k) Amendment and Waiver. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the Company, the MDP Stockholders, the holders of a majority of the shares of Common Stock held by the Pritzker Stockholders, and the holders of a majority of the Shares held by the Management Stockholders; provided, that any Person who is a transferee of an MDP Stockholder or a Pritzker Stockholder prior to an Initial Public Offering or a Sale Event shall become a party to this Agreement, and no such joinder shall require the consent of any

- 16 -

other Person; provided further, that any employee of the Company and its subsidiaries who acquires Shares may become a party to this Agreement as a Management Stockholder and no such joinder shall require the consent of any other Person. The Company shall update the Schedules hereto from time to time as is necessary to reflect any such joinders. The failure or delay of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms, nor shall any waiver on the part of any party of any right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.

(l) No Third Party Beneficiaries. Except as expressly provided in Section 7, nothing in this Agreement is intended or shall be construed to give any Person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

(m) Termination. This Agreement shall terminate and be of no further force and effect (i) with respect to any individual Stockholder, on the first date when such Stockholder no longer holds any shares of Common Stock, and (ii) in its entirety, following an Initial Public Offering or Sale Event. Notwithstanding the foregoing, Section 1, Section 7, Section 8, Section 9 and Section 12 shall survive indefinitely, including following any termination of this Agreement.

*    *    *    *    *

- 17 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

THE COMPANY:
TRANSUNION CORP.
By:	/s/ John W. Blenke
	Name:	John W. Blenke
	Title:	Executive Vice President, Corporate
		General Counsel and Secretary
THE MDP STOCKHOLDERS:
MDCPVI TU HOLDINGS, LLC
By:	/s/ Timothy Hurd
	Name:	Timothy Hurd
	Title:	President
THE PRITZKER STOCKHOLDERS:
The U.S. Trusts:
By:	/s/ Marshall E. Eisenberg
	Marshall E. Eisenberg, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule 2 as U.S. Trusts
By:	/s/ Thomas J. Pritzker
	Thomas J. Pritzker, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule 2 as U.S. Trusts
By:	/s/ Karl J. Breyer
	Karl J. Breyer, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule 2 as U.S. Trusts

Signature Page to the Management Stockholders Agreement

The Non-U.S. Trusts:
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of each of the separate trusts listed on Schedule 2 as Non-U.S. Trusts
By:	/s/ Schevon Miller
	Name:	Schevon Miller
	Title:	Authorized Signatory
By:	/s/ Carlis E. Chisholm
	Name:	Carlis E. Chisholm
	Title:	Authorized Signatory

Signature Page to the Management Stockholders Agreement

THE MANAGEMENT STOCKHOLDERS:

/s/ John Blenke

John Blenke

Date: June 15, 2010

/s/ Ian Drury

Ian Drury

Date: June 15, 2010

/s/ Paul Fritz

Paul Fritz

Date: June 15, 2010

/s/ Samuel A. Hamood

Samuel A. Hamood

Date: June 15, 2010

/s/ Jeff Hellinga

Jeff Hellinga

Date: June 15, 2010

/s/ Andrew Knight

Andrew Knight

Date: June 15, 2010

/s/ Mary Krupka

Mary Krupka

Date: June 15, 2010

/s/ Mark Marinko

Mark Marinko

Date: June 15, 2010

/s/ Siddharth (Bobby) Mehta

Siddharth (Bobby) Mehta

Date: June 15, 2010

/s/ Wilbert Noronha

Wilbert Noronha

Date: June 15, 2010

Signature Page to the Management Stockholders Agreement

Schedule 1

MDPCPVI TU HOLDINGS, LLC

Schedule 2

A.N.P. TRUST # 1	A.N.P. TRUST #30-KAREN
A.N.P. TRUST # 2	A.N.P. TRUST #31
A.N.P. TRUST # 3	A.N.P. TRUST #32
A.N.P. TRUST # 4-DANIEL	A.N.P. TRUST #33
A.N.P. TRUST # 4-JOHN	A.N.P. TRUST #34-ANTHONY
A.N.P. TRUST # 5-DANIEL	A.N.P. TRUST #34-PENNY
A.N.P. TRUST # 5-JEAN	A.N.P. TRUST #35-ANTHONY
A.N.P. TRUST # 6	A.N.P. TRUST #35-JAY ROBERT
A.N.P. TRUST # 7A-TOM	A.N.P. TRUST #36-JAY ROBERT
A.N.P. TRUST # 7B-JOHN	A.N.P. TRUST #36-PENNY
A.N.P. TRUST # 7C-GIGI	A.N.P. TRUST #37
A.N.P. TRUST # 7D-DAN	A.N.P. TRUST #38
A.N.P. TRUST # 8	A.N.P. TRUST #39
A.N.P. TRUST # 9	A.N.P. TRUST #40-ANTHONY
A.N.P. TRUST #10	A.N.P. TRUST #40-PENNY
A.N.P. TRUST #11	A.N.P. TRUST #41-ANTHONY
A.N.P. TRUST #12	A.N.P. TRUST #41-JAY ROBERT
A.N.P. TRUST #13A-TOM	A.N.P. TRUST #42-JAY ROBERT
A.N.P. TRUST #13B-JOHN	A.N.P. TRUST #42-PENNY
A.N.P. TRUST #13C-GIGI	DNP RESIDUARY TRUST #1
A.N.P. TRUST #13D-DAN	DNP RESIDUARY TRUST #2
A.N.P. TRUST #14	DNP RESIDUARY TRUST #3
A.N.P. TRUST #15	DNP RESIDUARY TRUST #4
A.N.P. TRUST #16	DNP RESIDUARY TRUST #5
A.N.P. TRUST #17	DNP RESIDUARY TRUST #6
A.N.P. TRUST #18-JOHN	DNP RESIDUARY TRUST #7
A.N.P. TRUST #18-THOMAS	DNP RESIDUARY TRUST #8
A.N.P. TRUST #19	DNP RESIDUARY TRUST #9
A.N.P. TRUST #20	F. L. P. RESIDUARY TRUST # 1
A.N.P. TRUST #21	F. L. P. RESIDUARY TRUST # 5
A.N.P. TRUST #22-JAMES	F. L. P. RESIDUARY TRUST # 6
A.N.P. TRUST #22-LINDA	F. L. P. RESIDUARY TRUST # 9
A.N.P. TRUST #23-KAREN	F. L. P. RESIDUARY TRUST #11
A.N.P. TRUST #23-LINDA	F. L. P. RESIDUARY TRUST #12
A.N.P. TRUST #24-JAMES	F. L. P. RESIDUARY TRUST #13
A.N.P. TRUST #24-KAREN	F. L. P. RESIDUARY TRUST #14
A.N.P. TRUST #25	F. L. P. RESIDUARY TRUST #15
A.N.P. TRUST #26	F. L. P. RESIDUARY TRUST #16
A.N.P. TRUST #27	F. L. P. RESIDUARY TRUST #17
A.N.P. TRUST #28-JAMES	F. L. P. RESIDUARY TRUST #18
A.N.P. TRUST #28-LINDA	F. L. P. RESIDUARY TRUST #19
A.N.P. TRUST #29-KAREN	F. L. P. RESIDUARY TRUST #20
A.N.P. TRUST #29-LINDA	F. L. P. RESIDUARY TRUST #21
A.N.P. TRUST #30-JAMES	F. L. P. RESIDUARY TRUST #22

F. L. P. RESIDUARY TRUST #23	JAY ROBERT TRUST
F. L. P. RESIDUARY TRUST #24	GIGI TRUST
F. L. P. RESIDUARY TRUST #25	JIM TRUST
F. L. P. RESIDUARY TRUST #26	JOHNNY TRUST
F. L. P. RESIDUARY TRUST #27	KAREN TRUST
F. L. P. RESIDUARY TRUST #28	LINDA TRUST
F. L. P. RESIDUARY TRUST #29	NICHOLAS TRUST
F. L. P. RESIDUARY TRUST #30	PENNY TRUST
F. L. P. RESIDUARY TRUST #31	TOM TRUST
F. L. P. RESIDUARY TRUST #32	TONY TRUST
F. L. P. RESIDUARY TRUST #33	R. A. TRUST # 25
F. L. P. RESIDUARY TRUST #34	R.A. G.C. TRUST #1
F. L. P. RESIDUARY TRUST #35	R.A. G.C. TRUST #2
F. L. P. RESIDUARY TRUST #36	R.A. G.C. TRUST #3
F. L. P. RESIDUARY TRUST #37	R.A. G.C. TRUST #4
F. L. P. RESIDUARY TRUST #38	R.A. G.C. TRUST #5
F. L. P. RESIDUARY TRUST #39	R.A. G.C. TRUST #6
F. L. P. RESIDUARY TRUST #40	R.A. G.C. TRUST #7
F. L. P. RESIDUARY TRUST #41	R.A. G.C. TRUST #8
F. L. P. RESIDUARY TRUST #42	R.A. G.C. TRUST #9
F. L. P. RESIDUARY TRUST #43	R.A. G.C. TRUST #10
F. L. P. RESIDUARY TRUST #44	Settlement T-551-1
F. L. P. RESIDUARY TRUST #45	Settlement T-551-2
F. L. P. RESIDUARY TRUST #46	Settlement T-551-3
F. L. P. RESIDUARY TRUST #47	Settlement T-551-4
F. L. P. RESIDUARY TRUST #48	Settlement T-551-5
F. L. P. RESIDUARY TRUST #49	Settlement T-551-6
F. L. P. RESIDUARY TRUST #50	Settlement T-551-7
F. L. P. RESIDUARY TRUST #51	Settlement T-551-10
F. L. P. RESIDUARY TRUST #52	Settlement T-551-11
F. L. P. RESIDUARY TRUST #53	Settlement T-551-12
F. L. P. RESIDUARY TRUST #54	Settlement T-914
F. L. P. RESIDUARY TRUST #55	Settlement T-915
F. L. P. RESIDUARY TRUST #56	Settlement T-916
F. L. P. TRUST # 10	Settlement T-917
F. L. P. TRUST # 11	Settlement T-929
F. L. P. TRUST # 12	Settlement T-930
F. L. P. TRUST # 13	Settlement T-931
F. L. P. TRUST # 14	Settlement T-936
F. L. P. TRUST # 15
F. L. P. TRUST # 16
F. L. P. TRUST # 17
F. L. P. TRUST # 19
F. L. P. TRUST # 20
F. L. P. TRUST # 21
DANIEL TRUST

Schedule 3

John W. Blenke

Ian Drury

Paul Fritz

S. Allen Hamood

Jeff Hellinga

Andrew Knight

Mary Krupka

Mark Marinko

Siddharth Mehta

Wilbert Noronha

EX-10.10

Exhibit 10.10

TRANSUNION CORP.

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2010 (the “Effective Date”), is made by and among TRANSUNION CORP., a Delaware corporation (the “Company”), and the Persons identified on Schedule 1 hereto (as amended from time to time as provided in Section 13.1 below, the “Pritzker Stockholders”) and on Schedule 2 hereto (as amended from time to time as provided in Section 13.1 below, the “MDP Stockholders” and together with the Pritzker Stockholders, each, individually, a “Stockholder” and, collectively, the “Stockholders”).

R E C I T A L S

WHEREAS, the Company has agreed to grant the Stockholders the registration rights and other rights set forth in this Agreement.

NOW, THEREFORE, in consideration of the recitals and the mutual premises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.      Definitions. In addition to capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the following meanings when used in this Agreement:

“AAA” means the American Arbitration Association.

“Affiliate” means as to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; provided, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any holder of Registrable Securities (and vice versa). For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. With respect to any MDP Stockholder, the term “Affiliate” shall also include any Person now or hereafter existing that is (a) controlled, directly or indirectly, by one or more general partners or managing members of such MDP Stockholder (or the Madison Dearborn Partners fund or funds which control such MDP Stockholder) or (b) directly or indirectly managed or advised by such Person (or an Affiliate of such Person) who directly or indirectly manages or advises such MDP Stockholder or any of the Madison Dearborn Partners fund or funds which control such MDP Stockholder.

“Agreement” as defined in the Preamble.

“Board” means the Board of Directors of the Company.

“Business Day” means any day other than a Saturday, Sunday or other day in Chicago, Illinois on which banking institutions are authorized by law or regulations to close.

“Claim” as defined in Section 12.2.

“Commission” means the Securities and Exchange Commission and any successor agency performing comparable functions.

“Common Stock” means the common stock, par value $0.01 per share, of the Company.

“Company” as defined in the Preamble.

“Demand Registrations” as defined in Section 2.2.

“Effective Date” as defined in the Preamble.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, as the same shall be in effect from time to time.

“FINRA” means the Financial Industry Regulatory Authority, Inc. and any successor regulator performing comparable functions.

“Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.

“Governmental Authority” means any regional, federal, state or local legislative, executive or judicial body or agency, any court of competent jurisdiction, any department, political subdivision or other governmental authority or instrumentality, or any arbitral authority, in each case, whether domestic or foreign.

“Holdback Period” as defined in Section 5.1(a).

“Indemnified Party” as defined in Section 8.3.

“Indemnifying Party” as defined in Section 8.3.

“Initiating Party” as defined in Section 12.1.

“Initiating Stockholder” as defined in Section 2.4.

“IPO Lock-Up Period” as defined in Section 5.1(a).

“Long-Form Demand Registration” as defined in Section 2.1(b).

“MDP Stockholders” as defined in the Preamble.

“Person” means an individual, a company, a partnership, a joint venture, a limited liability company or limited liability partnership, an association, a trust, estate or other fiduciary, any other legal entity, and any Governmental Authority.

2

“Piggyback Registration” as defined in Section 4.1.

“Pritzker Stockholders” as defined in the Preamble.

“Public Offering” means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

“Receiving Party” as defined in Section 12.1.

“Registrable Securities” means at any time following the Effective Date, any of the following owned by any Stockholder: (i) any voting Common Stock or other equity securities of the Company into which the voting Common Stock then outstanding shall be reclassified or changed, including by reason of a merger, consolidation, reorganization, recapitalization or statutory conversion; (ii) any voting Common Stock issued or issuable upon conversion, exchange or exercise of other equity securities of the Company then held by such Stockholder; and (iii) any equity securities of the Company then outstanding which were issued or issuable as a dividend, stock split or other distribution with respect to or in replacement of any equity securities referred to in clauses (i) or (ii) of this definition; provided, however, that Registrable Securities shall not include any equity securities that (A) have been sold in a registered offering pursuant to the Securities Act; (B) have been sold pursuant to Rule 144 promulgated by the Commission under the Securities Act; or (C) repurchased by the Company or a subsidiary of the Company; provided, however a holder of Registrable Securities may only request that Registrable Securities in the form of Common Stock of the Company registered or to be registered as a class under Section 12 of the Exchange Act be registered pursuant to this Agreement.

“Registration Expenses” as defined in Section 7.1.

“Request for Arbitration” as defined in Section 12.1.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, as the same shall be in effect from time to time.

“Shelf Registration Statement” as defined in Section 3.1.

“Short-Form Demand Registrations” as defined in Section 2.2.

“Stockholder(s)” as defined in the Preamble.

3

“Stockholders’ Agreement” means that certain Stockholders’ Agreement, dated as of the Effective Date, among the Company and the Stockholders, as amended from time to time.

2. Demand Registration.

2.1     Long-Form Registrations.

(a)        Subject to the terms of this Agreement, (i) at any time after the expiration of the IPO Lock-Up Period or (ii) in the event that the Company has not consummated an initial Public Offering prior to the fifth (5^th) anniversary of the Effective Date, at any time after such date, the Pritzker Stockholders (upon the written request of the Pritzker Stockholders holding at least a majority of all Registrable Securities held by all Pritzker Stockholders) or the MDP Stockholders may request registration under the Securities Act on Form S-1 or any similar long-form registration statement for the offering of all or part of their then outstanding Registrable Securities; provided, that with respect to any request under this Section 2.1(a): (A) the anticipated aggregate offering price of the Registrable Securities covered by such registration at the time of the initial filing of any such registration statement is estimated to exceed $100,000,000; (B) the Company shall not otherwise be eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities; and (C) the sale of Registrable Securities covered by such registration will be pursuant to an underwritten offering.

(b)        Each request for a Demand Registration (defined below) shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities (in accordance with the priorities set forth in Section 2.4 below) with respect to which the Company has received written requests for inclusion within twenty (20) days after delivery of the Company’s notice, and, thereupon the Company will use its best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registrations.” The Company shall not be obligated to effect more than two (2) Long-Form Demand Registrations for the Pritzker Stockholders and two (2) Long-Form Demand Registrations for the MDP Stockholders pursuant to this Section 2.1.

2.2     Short-Form Registrations. In addition to the Long-Form Demand Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities on a Form S-3 or any similar short-form registration, the Pritzker Stockholders (as a group, and upon the written request of the Pritzker Stockholders holding at least twenty-five percent (25%) of all Registrable Securities held by all Pritzker Stockholders) and the MDP Stockholders (as a group) will each be entitled to request registrations under the Securities Act of all or part of their then outstanding Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (all registrations requested pursuant to this Section 2.2, “Short-Form Demand Registrations” and,

4

together with the Long-Form Demand Registrations, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2, the anticipated aggregate offering price of the Registrable Securities included in any such Short-Form Demand Registration at the time of the initial filing of any such registration statement is estimated to exceed $20,000,000. Within ten (10) days after receipt of any written request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities (in accordance with the priorities set forth in Section 2.4 below) with respect to which the Company has received written requests for inclusion within twenty (20) days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form (unless the managing underwriter of such offering requests the Company use a Long-Form Demand Registration in order to sell all of the Registrable Securities requested to be sold). If for marketing or other reasons the underwriters with respect to any Short-Form Demand Registration request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. Each of the Pritzker Stockholders (as a group) and the MDP Stockholders (as a group) shall be limited to two (2) Short-Form Demand Registrations during each calendar year.

2.3      Payment of Expenses for Demand Registrations. The Company will pay all Registration Expenses for the Demand Registrations permitted under Sections 2.1 and 2.2, including any requested Demand Registration that does not become effective. A registration will not count as a Demand Registration until it has become effective and remains effective in accordance with the terms of this Agreement.

2.4      Priority. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities requested to be included in such registration. If the managing underwriters with respect to a Demand Registration advise the Company in writing that in their opinion the inclusion of the number of Registrable Securities and, if permitted hereunder, other securities requested to be included creates a substantial risk that the price per security will be reduced, then the Company will include in such registration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold without creating such risk, pro rata among the respective holders of such Registrable Securities on the basis of the number of Registrable Securities requested by such holders to be included in the applicable Demand Registration. In no event will a Demand Registration pursuant to Section 2.1 count as a Long Form Demand Registration for purposes of Section 2.1 unless at least twenty-five percent (25%) of all Registrable Securities requested to be registered in such Demand Registration by the Stockholder(s) initiating such Demand Registration (the “Initiating Stockholder”) are, in fact, registered in such registration.

5

2.5      Restrictions. The Company will not be obligated to effect any Demand Registration within one hundred eighty (180) days after the effective date of a previous Demand Registration, except to the extent the underwriters agree to a shorter period; provided, that at all times the Company must comply with the provisions of Section 5.3. With respect to any Demand Registration, if (a) the Board determines in good faith that such filing (i) would be materially detrimental to the Company, (ii) would require a disclosure of a material fact that might reasonably be expected to have a material adverse effect on the Company or any plan or proposal by the Company or any of its subsidiaries to engage in any acquisition or disposition of assets or equity securities or any merger, consolidation, tender offer, material financing or other significant transaction, or (iii) is inadvisable because the Company is planning to prepare and file a registration statement for a primary offering by the Company of its securities, and (b) the Company shall furnish the holders of Registrable Securities who have requested a Demand Registration a certificate signed by an executive officer of the Company to such effect, the Company may postpone for up to one hundred twenty (120) days the filing or the effectiveness of a registration statement for a Demand Registration; provided, that the Company may not on any of the foregoing grounds postpone the filing or effectiveness of a registration statement for a Demand Registration for more than one hundred twenty (120) days during any twelve (12) month period (unless the holders of a majority of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer postponement of the filing or effectiveness of such registration statement); provided further, that, in the event the filing or the effectiveness of the registration statement is postponed, the Initiating Stockholder shall be entitled to withdraw the request for Demand Registration, and if such Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder.

2.6      Underwritten Offerings; Selection of Underwriters. All Demand Registrations shall be underwritten. The Board shall have the right in connection with any Demand Registration to select the managing underwriter(s), subject to consultation with the Initiating Stockholders.

3. Shelf Registrations.

3.1      Right to Shelf Registration. Subject to the terms of this Agreement, commencing on the later of the date on which the Company becomes eligible to register securities on a registration statement on Form S-3 or similar short-form registration and 365 days following the Company’s initial Public Offering, the Pritzker Stockholders (as a group, and upon the written request of the Pritzker Stockholders holding at least twenty-five percent (25%) of all Registrable Securities held by all Pritzker Stockholders) and the MDP Stockholders (as a group) shall be entitled to request that a Short-Form Demand Registration be filed by the Company as a shelf registration statement on Form S-3 pursuant to Rule 415 of the Securities Act with respect to all or part of their Registrable Securities (including the Prospectus, amendments and supplements to the shelf registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed incorporated by reference, if any, in such shelf registration statement, the “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission as soon as practicable after such filing, and shall use its best efforts to keep the Shelf Registration Statement effective and updated, from

6

the date such Shelf Registration Statement is declared effective until the earliest to occur of (i) the first date as of which all of the shares of Registrable Securities included in the Shelf Registration Statement have been sold or distributed pursuant to the Shelf Registration Statement or (ii) a period of three years.

3.2      Payment of Expenses for Shelf Registrations. The Company will pay all Registration Expenses for the shelf registrations permitted under this Section 3.

4. Piggyback Registration.

4.1     Right to Piggyback. At any time following the earlier of the expiration of the IPO Lock-Up Period or the fifth (5th) anniversary of the Effective Date, whenever the Company proposes to register any of its Common Stock under the Securities Act for its own account or on behalf of other stockholders of the Company, and the registration form to be used may be used for the registration of Registrable Securities, (a “Piggyback Registration”) (except for the registrations on Form S-8 or Form S-4 or any successor form thereto), the Company will give written notice, at least fifteen (15) days prior to the proposed filing of such registration statement, to all holders of the Registrable Securities of its intention to effect such a registration and will use reasonable best efforts to include in such registration all Registrable Securities (in accordance with the priorities set forth in Sections 4.2 and 4.3 below) with respect to which the Company has received written requests for inclusion specifying the number of equity securities desired to be registered, which request shall be delivered within fifteen (15) days after the delivery of the Company’s notice.

4.2     Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary offering on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the registration creates a substantial risk that the price per share or unit of the primary securities will be reduced or that the amount of the primary securities intended to be included on behalf of the Company will be reduced, then the managing underwriter may exclude securities (including Registrable Securities) from the registration and the underwriting, and the number of securities that may be included in such registration and underwriting shall include first, any securities that the Company proposes to sell, second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the total number of Registrable Securities which are requested by such holders to be included in such registration, and third, other securities requested to be included in such registration to be allocated pro rata among the holders thereof. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 whether or not any holder of Registrable Securities has elected to include securities in such registration.

4.3     Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary offering on behalf of holders of the Company’s securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the registration creates a substantial risk that the price per share of securities offered thereby will be reduced, the Company will include in such registration first, the Registrable Securities requested to be included in such registration, pro rata among the other holders of such Registrable Securities on the basis of the total number of Registrable

7

Securities which are requested by such holders to be included in such registration, and second, other Common Stock requested to be included in such registration to be allocated pro rata among the holders thereof on the basis of the total number of securities owned by such other holders.

4.4     Selection of Underwriters. In connection with any Piggyback Registration, the Company shall have the right to select the managing underwriter(s) in respect of such offering.

4.5     Payment of Expenses for Demand Registrations. The Company will pay all Registration Expenses for the Piggyback Registrations permitted under Section 4.1, whether or not the registration statement with respect to the Piggyback Registration becomes effective.

5. Additional Agreements.

5.1        Holders’ Agreements. To the extent not inconsistent with applicable law, each holder of Registrable Securities agrees that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, it will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any Registrable Securities (other than those included by such holder in the offering in question, if any)(including pursuant to Rule 144 under the Securities Act) without the prior written consent of the Company or such underwriters, as the case may be, (i) with respect to the Company’s initial Public Offering, for the seven (7) days prior to, and during the one hundred eighty (180) day period following, the effective date of the registration statement for the Company’s initial Public Offering (the “IPO Lock-Up Period”), (ii) with respect to any other underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included, for the seven (7) days prior to, and during the ninety (90) day period following (or such shorter period as may be agreed to by the managing underwriter(s) of such underwritten offering), the effective date of the registration statement for such underwritten offering, and (iii) upon written notice from the Company of the commencement of an underwritten distribution in connection with any shelf or other registration statement, for the seven (7) days prior to, and during the ninety (90) day period following (or such shorter period as may be agreed to by the managing underwriter(s) of such underwritten offering), the date of commencement of such distribution (each such period in (i), (ii) and (iii), a “Holdback Period”), and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director of the Company also agrees to such restrictions. The Holdback Period may be extended to the extent necessary for a managing or co-managing underwriter of an underwritten Public Offering to accommodate regulatory restrictions, including the restrictions contained in FINRA Rule 2711(f)(4) or any successor rule, on (i) the publication of or distribution of research reports and (ii) analyst recommendations and opinions. Any waiver of a Holdback Period or any extension thereof will be made on a pro rata basis if permitted by the managing underwriter(s) of the registered offering or distribution. Nothing herein shall prevent a holder of Registrable Securities from transferring Registrable Securities to a permitted Transferee (as defined in the Stockholders’ Agreement) of such Registrable Securities pursuant to Section 3 of the Stockholders’ Agreement; provided, that the Transferees of such Registrable Securities agree to be bound by the provisions of this Agreement to the extent the transferor would be so bound.

8

Subject to approval by the Board, the underwriters in connection with a Public Offering are intended third-party beneficiaries of this Section 5.1 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

5.2      Company’s Agreements. The Company agrees not to effect any public sale or public distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the ninety (90) day period (or one hundred eighty (180) day period in the case of the Company’s initial Public Offering) following, the effective date of a registration statement of the Company for an underwritten Public Offering (except as part of any such underwritten registration or pursuant to registrations on Form S-8 or Form S-4 or any successor forms thereto), unless the underwriters managing the Public Offering otherwise agree.

5.3      Other Registrations. If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Sections 2, 3 or 4, and if such previous registration has not been withdrawn or abandoned, the Company will not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or Form S-4 or any successor forms thereto), whether on its own behalf or at the request of any holder or holders of such securities, until the earlier of (i) one hundred eighty (180) days has elapsed from the effective date of such previous registration, or (ii) the date that all of the securities covered by the previous registration have been sold.

5.4      Suspension of Resales. The Company shall be entitled to suspend the use of the prospectus forming the part of any registration statement which has theretofore become effective at any time if, in the good faith judgment of the Company, there is a material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and the chief executive officer or chief financial officer of the Company certifies in writing to the holders of the Registrable Securities included in such registration statement and not previously sold thereunder that, after consultation with counsel, such officers have reasonably concluded that under such circumstances it would be in the Company’s best interest to suspend the use of such prospectus; provided, however, that the aggregate period of suspension under this Section 5.4, when combined with the aggregate period of any delay under Section 2.5 hereof, may not exceed, in any twelve-month period, more than one hundred twenty (120) days unless the holders of a majority of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer suspension. Each holder of Registrable Securities included in any such registration statement and not previously sold thereunder agrees that upon its receipt of such written certification it will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until such holder has received copies of the supplemented or amended prospectus or until such holder is advised in writing that the use of the prospectus forming a part of such registration statement may be resumed and has received copies of any additional or supplemental filings that are incorporated by reference in such prospectus.

5.5      Other Registration Rights. The Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any securities of the Company. The Company shall not grant to any

9

Person the right, other than as set forth herein and except to employees of the Company with respect to registrations on Form S-8, to request the Company to register any Common Stock of the Company or any securities convertible or exchangeable into or exercisable for such Common Stock except such rights as are not more favorable than or inconsistent with the rights granted to the Stockholders and that do not violate the rights or adversely affect the priorities of the Stockholders set forth herein.

6.      Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company will as expeditiously as reasonably possible:

(a)      prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by holders of a majority of the Registrable Securities covered by such registration statement and to the extent practicable under the circumstances, provide such counsel a reasonable period of time to review and comment upon such documents; and the Company shall consider in good faith any such reasonable changes that such counsel may suggest);

(b)      prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary (i) to keep such registration statement effective (A) for a period of not less than the earlier of eighteen (18) months or until the date that all of the securities covered by the registration statement have been sold, or (B) in the case of a Shelf Registration Statement for the period of time provided in Section 3.1 and (ii) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c)      in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d)      furnish to each seller of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

10

(e)      use its reasonable best efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholders reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, or (iii) subject itself or any of its Affiliates to taxation in any such jurisdiction in which it is not subject to taxation);

(f)      promptly notify each seller of such Registrable Securities and the underwriter(s) and, if requested by such seller or the underwriter(s), confirm in writing, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective;

(g)      promptly notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon the discovery that, or upon discovery of the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(h)      furnish counsel for each underwriter, if any, and for the sellers of such Registrable Securities with copies of any written comments from the Commission or any state securities authority or any written request by the Commission or any state securities authority for amendments or supplements to a registration statement or prospectus or for additional information generally;

(i)      use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or if no such securities are then listed, such securities exchange as the holders of a majority of the Registrable Securities included in such registration may request;

(j)      use reasonable best efforts to provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;

(k)      enter into such customary agreements (including underwriting agreements in customary form) and perform the Company’s obligations thereunder and take all such other customary actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

11

(l)      use reasonable best efforts to cooperate with each seller and the underwriter or managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as each seller or the underwriter or managing underwriter, if any, may reasonably request at least three Business Days prior to any sale of Registrable Securities;

(m)      make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; provided, however, that any records, information or documents that are furnished by the Company and that are non-public shall be used only in connection with such registration and shall be kept strictly confidential by any of the foregoing recipients, except to the extent disclosure of such records, information or documents is required by written order of any Governmental Authority;

(n)      advise each seller of such Registrable Securities and the underwriter(s), promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or of any order preventing or suspending the use of any preliminary prospectus, or the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

(o)      take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(p)      otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its security holders, as soon as reasonably practicable, an earnings statement covering at least twelve (12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(q)      cooperate and assist in any filing required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter” that is required to be retained in accordance with the rules and regulations of FINRA).

12

(r)      at least forty-eight (48) hours prior to the filing of any registration statement or prospectus, or any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to each seller of such Registrable Securities and refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel selected by the holders of a majority of the Registrable Securities being registered shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, unless, in the case of an amendment or supplement, in the opinion of counsel for the Company the filing of such amendment or supplement is reasonably necessary to protect the Company from any liabilities under any applicable federal or state law and such filing will not violate applicable laws;

(s)      at the request of any seller of such Registrable Securities in connection with an underwritten offering, use its reasonable best efforts to furnish on the date or dates provided for in the underwriting agreement: (i) an opinion of counsel, addressed to the underwriters, covering such matters as such counsel, underwriters and the sellers of Registrable Securities may reasonably agree upon, including such matters as are customarily furnished in connection with an underwritten offering, and (ii) a letter or letters from the independent certified public accountants of the Company addressed to the underwriters, covering such matters as such accountants, underwriters and sellers of Registrable Securities may reasonably agree upon, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are an independent registered public accounting firm within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of the Company included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act; and

(t)      with respect to Demand Registrations, make senior executives of the Company reasonably available to assist the underwriters with respect to, and participate and accompany the underwriters on, the so-called “road show” in connection with the marketing efforts for, and the distribution and sale of Registrable Securities pursuant to a registration statement.

7. Registration Expenses.

7.1     Company’s Expenses. The Company will pay all expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to: all registration and filing fees; fees and expenses of compliance with securities or blue sky laws; printing expenses; messenger and delivery expenses; and fees and disbursements of counsel for the Company; reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration to represent all holders of Registrable Securities included in the registration; reasonable fees and disbursements of each additional counsel retained by any holder of Registrable Securities for the purpose of rendering a legal opinion on behalf of such holder in connection with any underwritten Public Offering; fees and disbursements of the Company’s registered public accounting firm; reasonable fees and disbursements of a single counsel for the underwriters (if the Company or the holders of Registrable Securities are required to bear such expenses); and reasonable fees and

13

disbursements of all other Persons retained by the Company (all such expenses being herein called “Registration Expenses”); provided, however, that, as between the Company and the holders of Registrable Securities, all underwriting discounts, commissions and transfer taxes relating to the Registrable Securities will be borne by the holders of such Registrable Securities. In addition, the Company will pay its internal expenses (including, but not limited to, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance obtained by the Company and the expenses and fees for listing the securities to be registered on each securities exchange; provided, however, that if a request for Demand Registration is subsequently withdrawn at the request of a majority of the Initiating Stockholders (other than pursuant to Section 2.5), the holders of Registrable Securities who have withdrawn such request for Demand Registration shall forfeit such Demand Registration unless the holders of Registrable Securities to be registered pay (or reimburse the Company) for all of the Registration Expenses with respect to such withdrawn Demand Registration.

7.2      Holder’s Expenses. To the extent that any expenses incident to any registration are not required to be paid by the Company, each holder of Registrable Securities included in a registration will pay all such expenses which are clearly and solely attributable to the registration of such holder’s Registrable Securities so included in such registration, and any other expenses not so attributable to one holder will be borne and paid by all sellers of securities included in such registration in proportion to the number of securities so included by each such seller.

8. Indemnification.

8.1      By the Company. The Company agrees to indemnify and hold harmless, to the extent permitted by law, each holder of Registrable Securities and, as applicable, each of its trustees, stockholders, members, directors, managers, partners, officers, employees and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, expenses and any actions or proceedings, whether commenced or threatened, in respect thereof (including, but not limited to, attorneys’ fees and expenses) caused by or arising out of (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus or preliminary prospectus, Free-Writing Prospectus or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference) or (B) any application or other document or communication executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder’s failure to deliver a copy of the prospectus, the Free-Writing Prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the

14

Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. The payments required by this Section 8.1 will be made periodically during the course of the investigation or defense, as and when bills are received or expenses incurred.

8.2      By Each Holder of Registrable Securities. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information relating to such holder as is reasonably necessary for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company and, as applicable, each of its members, managers, directors, employees and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in or omitted from any information furnished in writing by such holder for the acknowledged purpose of inclusion in such registration statement, prospectus or preliminary prospectus; provided, however, that the obligation to indemnify will be several, not joint and several, among such holders of Registrable Securities and the liability of each such holder of Registrable Securities will be in proportion to and limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement, unless such loss, claim, damage, liability or expense resulted from such holder’s intentionally fraudulent conduct.

8.3      Procedure. Each party entitled to indemnification under this Section 8 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has received written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that the counsel for the Indemnifying Party who is to conduct the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party (whose approval shall not be unreasonably withheld or delayed). The Indemnified Party may participate in such defense at such Indemnified Party’s expense; provided, however, that the Indemnifying Party shall bear the expense of such defense of the Indemnified Party if (i) the Indemnifying Party has agreed in writing to pay such expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such claim or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of the Indemnified Party, based upon the written advice of such Indemnified Party’s counsel, representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest; provided, however, that in no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (excluding one local counsel per jurisdiction as necessary) for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same event, allegations or circumstances. The Indemnified Party shall not make any settlement without the prior written consent of the Indemnifying Party, which consent

15

shall not be unreasonably withheld or delayed. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Section 8 only to the extent that such failure to give notice shall materially prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement (A) that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation in form and substance reasonably satisfactory to such Indemnified Party or (B) that includes an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

8.4      Non-Exclusive Remedy; Survival. The indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification or contribution that any Indemnified Party may have pursuant to law or contract. The indemnification (and contribution provisions in Section 9 below) provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling Person of such Indemnified Party and will survive the transfer of securities.

9. Contribution.

9.1      Contribution. If the indemnification provided for in Section 8 from the Indemnifying Party is, other than expressly pursuant to its terms, unavailable to or unenforceable by the Indemnified Party in respect to any costs, fines, penalties, losses, claims, damages, liabilities or expenses referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such costs, fines, penalties, losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the costs, fines, penalties, losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. Notwithstanding this Section 9, an Indemnifying Party that was a holder of Registrable Securities shall not be required to contribute any amount in excess of the amount by which (A) the total price at which the Registrable Securities sold by such holder exceeds (B) the amount of any damages which such indemnifying holder has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission giving rise to such payments, unless such loss, claim, damage, liability or expense in respect of which contribution is required resulted from such holder’s intentionally fraudulent conduct.

16

9.2      Equitable Considerations; Etc. The Company and the holders of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

10.      Compliance with Rule 144 and Rule 144A. In the event that the Company (a) registers a class of securities under Section 12 of the Exchange Act, (b) issues an offering circular meeting the requirements of Regulation A under the Securities Act or (c) commences to file reports under Section 13 or 15(d) of the Exchange Act, then at the request of any holder of Registrable Securities who proposes to sell securities in compliance with Rule 144 of the Securities Act, the Company will (i) forthwith furnish to such holder a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, as such rule may be amended from time to time and (ii) make available to the public and such holders such information, and take such action as is reasonably necessary, to enable the holders of Registrable Securities to make sales pursuant to Rule 144. Unless the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company will provide to the holder of Registrable Securities and to any prospective purchaser of Registrable Securities under Rule 144A of the Securities Act, the information described in Rule 144A(d)(4) of the Securities Act.

11.      Participation in Underwritten Registrations.

11.1    No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by such Person or Persons entitled hereunder to approve such arrangements (provided, that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

11.2    Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(g) above, such Person shall immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 6(g). In the event the Company has given any such notice, the applicable time period set forth in Section 6(b) during which a registration statement is to remain effective shall be extended (provided, that the Company shall not cause any registration statement to remain effective beyond the latest date allowed by applicable law) by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 6(g).

17

12. Arbitration.

12.1      Except as otherwise specifically provided in this Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the AAA. Any party to this Agreement may initiate arbitration (the “Initiating Party”) by notice to any other party (the “Receiving Party”) (a “Request for Arbitration”). The arbitration shall be conducted in accordance with the AAA rules governing commercial arbitration in effect at the time of the arbitration, except as they may be modified by the provisions of this Agreement. The place of the arbitration shall be Chicago, Illinois. The arbitration shall be conducted by three arbitrators appointed as follows: (i) the Initiating Party shall appoint one qualified arbitrator, (ii) the Receiving Party shall appoint one qualified arbitrator and (iii) the third qualified arbitrator shall be selected jointly by the first two arbitrators appointed pursuant to (i) and (ii) above (or if one or both of the arbitrator(s) is not appointed pursuant to (i) or (ii) above, as appointed by the AAA (as described below)). To the extent (a) either the Initiating Party or the Receiving Party fails to appoint an arbitrator within fifteen (15) days after delivery of the Request for Arbitration or (b) the first two arbitrators fail to appoint a third arbitrator pursuant to (iii) above within fifteen (15) days, such party’s appointment of an arbitrator shall be made by the AAA pursuant to its rules governing commercial arbitration in effect at the time of the arbitration. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who (A) has no personal relationship with any of the parties to this Agreement, (B) has no direct business relationship with any of the parties to this Agreement, (C) has no material indirect business relationship with any of the parties to this Agreement and (D) who has at least twenty (20) years of experience in the practice of law with significant experience in each of corporate law, securities law, capital markets and corporate finance matters. The arbitration shall commence within thirty (30) days after the appointment of the three arbitrators; the arbitration shall be completed within sixty (60) days of commencement; and the arbitrators’ award shall be made within thirty (30) days following such completion. The parties may agree to extend the time limits specified in the foregoing sentence.

12.2      The arbitrators will apply the substantive law (and the law of remedies, if applicable) of the State of Delaware without reference to its internal conflicts of laws principles, and will be without power to apply any different substantive law. The arbitrators will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing party. The arbitrators also have the authority to grant provisional remedies, including injunctive relief, and to award specific performance. The arbitrators may entertain a motion to dismiss and/or a motion for summary judgment by any party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “Claim”), without holding an evidentiary hearing, if, after affording the parties an opportunity to present written submission and documentary evidence, the arbitrators conclude that there is no material issue of fact and that the Claim may be determined as a matter of law. The parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrators’ award by any court. The arbitrators’ award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including the courts of Cook County, Illinois. Notwithstanding the foregoing, any party to this Agreement may seek injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction without first pursuing resolution of the dispute as provided above. Each

18

party to this Agreement irrevocably submits to the non-exclusive jurisdiction and venue in the courts of the State of Illinois and of the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 12.1 OF THIS AGREEMENT.

12.3      The parties hereto agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided, that nothing herein shall prevent a party from disclosing information regarding the arbitration for purposes of enforcing the award. The parties hereto further agree to obtain the arbitrators’ agreement to preserve the confidentiality of the arbitration.

13. Miscellaneous.

13.1      Amendments and Waivers. Except as otherwise expressly provided herein, the provisions of this Agreement may be amended or waived at any time only by the written agreement of the Company, the MDP Stockholders and the Pritzker Stockholders holding more than 50% of Registrable Securities held by all Pritzker Stockholders; provided, however, that Schedules 1 and 2 to this Agreement shall be amended, as applicable, to include any permitted Transferee upon a Permitted Transfer (as defined in the Stockholders’ Agreement) by any Pritzker Stockholder or MDP Stockholder without the consent of the Company, the Pritzker Stockholders or the MDP Stockholders; provided, that such permitted Transferee of a Permitted Transfer (as defined in the Stockholders’ Agreement) executes and delivers a joinder to this Agreement and any such other instruments and documents, in form and substance reasonably satisfactory to the Board (or a designee of the Board whom such authority has been delegated), as are reasonably requested by the Company in connection with such Permitted Transfer. Any waiver, permit, consent or approval of any kind or character on the part of any holder of Registrable Securities of any provision or condition of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in writing and signed by such holder. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of Registrable Securities and the Company. No delay on the part of any party in exercising any right, power or privileges hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power, privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.

13.2      Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective permitted successors and assigns of the parties hereto, whether so expressed or not. In addition, and whether or not any express assignment has been made, the provisions of this Agreement are also enforceable by and against, any permitted Transferee upon a Permitted Transfer (as defined in the Stockholders’ Agreement). Each Stockholder shall be permitted to assign its rights together with its obligations

19

under this Agreement (i) to any Transferee pursuant to a Permitted Transfer (as defined in the Stockholders’ Agreement) under the Stockholders’ Agreement and (ii) in all other cases, with the prior written consent of the Company, such consent not to be unreasonably withheld.

13.3      Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement.

13.4      Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given when received if delivered personally, on the next Business Day if sent by overnight courier for next Business Day delivery (providing proof of delivery), on receipt of confirmation if sent by facsimile, or in five (5) Business Days if sent by U.S. registered or certified mail, postage prepaid (return receipt requested) to the other parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company:

TransUnion Corp.

555 West Adams Street

Chicago, Illinois 60661

Facsimile No.: (312) 466-7706

Attention: General Counsel

If to a Stockholder, to the addresses indicated on Schedule 1 and Schedule 2 attached hereto as amended from time to time.

The Company or any Stockholder, by notice to the other parties hereto, may designate additional or different addresses for subsequent notices or communications. All notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. If a notice or communication is mailed, transmitted or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

13.5      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

13.6      Reproduction of Documents. This Agreement and all documents relating hereto, including, but not limited to, (i) consents, waivers, amendments and modifications which may hereafter be executed, and (ii) certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, optical disk, micro-card, miniature photographic or other similar process. The parties agree that any such

20

reproduction shall be admissible in evidence as the original itself in any arbitral, judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

13.7      Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party shall be entitled to immediate injunctive relief or specific performance without bond or the necessity of showing actual monetary damages in order to enforce or prevent any violations of the provisions of this Agreement.

13.8      Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. Upon such determination that any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

13.9      Entire Agreement. This Agreement (together with the Stockholders’ Agreement and other agreements referred to herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede and shall supersede all prior agreements and understandings (whether written or oral) between the Company and the Stockholders, or any of them, with respect to the subject matter hereof.

13.10      Execution in Counterparts. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic format shall be effective as delivery of a manually executed counterpart of this Agreement.

13.11      No Trustee Liability. When this Agreement is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Agreement shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder or thereunder, or to perform any covenant, either express or implied, contained herein or therein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely against the assets of the pertinent trust.

21

13.12      Aggregation. All shares of Registrable Securities held by any Affiliates of any Stockholder shall be aggregated together with the shares of Registrable Securities held by such Stockholder for the purposes of determining availability of rights and application of obligations of such Stockholder under this Agreement.

13.13      No Third Party Beneficiaries. Except as provided in Sections 5.1, 8, 9 and 13.2, nothing in this Agreement is intended or shall be construed to give any Person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

13.14      Waiver of Certain Damages. To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

Signature pages follow.

22

IN WITNESS WHEREOF, the parties hereto have duly executed this Registration Rights Agreement as of the date first above written.

THE COMPANY:
TRANSUNION CORP.
By:		/s/ John W. Blenke
	Name:	John W. Blenke
	Title:	Executive Vice President, Corporate
		General Counsel and Secretary

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

THE STOCKHOLDERS:
THE PRITZKER STOCKHOLDERS:
The U.S. Trusts
By:	/s/ Marshall E. Eisenberg
	Marshall E. Eisenberg, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Annex A-1
By:	/s/ Thomas J. Pritzker
	Thomas J. Pritzker, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Annex A-1
By:	/s/ Karl J. Breyer
	Karl J. Breyer, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Annex A-1

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

The Non-U.S. Trusts
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of each of the separate trusts listed on Annex A-2 attached hereto
By:		/s/ Schevon Miller
	Name:	Schevon Miller
	Title:	Authorized Signatory
By:		/s/ Carlis E. Chisholm
	Name:	Carlis E. Chisholm
	Title:	Authorized Signatory

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

THE MDP STOCKHOLDERS:
MDCPVI TU HOLDINGS, LLC
By:		/s/ Timothy Hurd
	Name:	Timothy Hurd
	Title:	President

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

SCHEDULE 1

Pritzker Stockholders

Karl J. Breyer, Marshall E. Eisenberg and Thomas J. Pritzker, not individually, but solely as co-trustees of each of the separate trusts listed below in this Schedule 1.

c/o Diversified Financial Management Corp.

71 South Wacker Drive, 46^th Floor

Chicago, Illinois 60606

A.N.P. Trust #1

A.N.P. Trust #10

A.N.P. Trust #11

A.N.P. Trust #12

A.N.P. Trust #13A-Tom

A.N.P. Trust #13B-John

A.N.P. Trust #13C-Gigi

A.N.P. Trust #13D-Dan

A.N.P. Trust #14

A.N.P. Trust #15

A.N.P. Trust #16

A.N.P. Trust #17

A.N.P. Trust #18-John

A.N.P. Trust #18-Thomas

A.N.P. Trust #19

A.N.P. Trust #2

A.N.P. Trust #20

A.N.P. Trust #21

A.N.P. Trust #22-James

A.N.P. Trust #22-Linda

A.N.P. Trust #23-Karen

A.N.P. Trust #23-Linda

A.N.P. Trust #24-James

A.N.P. Trust #24-Karen

A.N.P. Trust #25

A.N.P. Trust #26

A.N.P. Trust #27

A.N.P. Trust #28-James

A.N.P. Trust #28-Linda

A.N.P. Trust #29-Karen

A.N.P. Trust #29-Linda

A.N.P. Trust #3

A.N.P. Trust #30-James

A.N.P. Trust #30-Karen

A.N.P. Trust #31

A.N.P. Trust #32

A.N.P. Trust #33

A.N.P. Trust #34-Anthony

A.N.P. Trust #34-Penny

A.N.P. Trust #35-Anthony

A.N.P. Trust #35-Jay Robert

A.N.P. Trust #36-Jay Robert

A.N.P. Trust #36-Penny

A.N.P. Trust #37

A.N.P. Trust #38

A.N.P. Trust #39

A.N.P. Trust #40-Anthony

A.N.P. Trust #40-Penny

A.N.P. Trust #41-Anthony

A.N.P. Trust #41-Jay Robert

A.N.P. Trust #42-Jay Robert

A.N.P. Trust #42-Penny

A.N.P. Trust #4-Daniel

A.N.P. Trust #4-John

A.N.P. Trust #5-Daniel

A.N.P. Trust #5-Jean

A.N.P. Trust #6

A.N.P. Trust #7A-Tom

A.N.P. Trust #7B-John

A.N.P. Trust #7C-Gigi

A.N.P. Trust #7D-Dan

A.N.P. Trust #8

A.N.P. Trust #9

D.N.P. Residuary Trust #1

D.N.P. Residuary Trust #2

D.N.P. Residuary Trust #3

D.N.P. Residuary Trust #4

D.N.P. Residuary Trust #5

D.N.P. Residuary Trust #6

D.N.P. Residuary Trust #7

D.N.P. Residuary Trust #8

D.N.P. Residuary Trust #9

Daniel Trust

F.L.P. Residuary Trust #1

F.L.P. Residuary Trust #11

F.L.P. Residuary Trust #12

F.L.P. Residuary Trust #13

F.L.P. Residuary Trust #14

F.L.P. Residuary Trust #15

F.L.P. Residuary Trust #16

F.L.P. Residuary Trust #17

F.L.P. Residuary Trust #18

F.L.P. Residuary Trust #19

F.L.P. Residuary Trust #20

F.L.P. Residuary Trust #21

F.L.P. Residuary Trust #22

F.L.P. Residuary Trust #23

F.L.P. Residuary Trust #24

F.L.P. Residuary Trust #25

F.L.P. Residuary Trust #26

F.L.P. Residuary Trust #27

F.L.P. Residuary Trust #28

F.L.P. Residuary Trust #29

F.L.P. Residuary Trust #30

F.L.P. Residuary Trust #31

F.L.P. Residuary Trust #32

F.L.P. Residuary Trust #33

F.L.P. Residuary Trust #34

F.L.P. Residuary Trust #35

F.L.P. Residuary Trust #36

F.L.P. Residuary Trust #37

F.L.P. Residuary Trust #38

F.L.P. Residuary Trust #39

F.L.P. Residuary Trust #40

F.L.P. Residuary Trust #41

F.L.P. Residuary Trust #42

F.L.P. Residuary Trust #43

F.L.P. Residuary Trust #44

F.L.P. Residuary Trust #45

F.L.P. Residuary Trust #46

F.L.P. Residuary Trust #47

F.L.P. Residuary Trust #48

F.L.P. Residuary Trust #49

F.L.P. Residuary Trust #5

F.L.P. Residuary Trust #50

F.L.P. Residuary Trust #51

F.L.P. Residuary Trust #52

F.L.P. Residuary Trust #53

F.L.P. Residuary Trust #54

F.L.P. Residuary Trust #55

F.L.P. Residuary Trust #56

F.L.P. Residuary Trust #6

F.L.P. Residuary Trust #9

F.L.P. Trust #10

F.L.P. Trust #11

F.L.P. Trust #12

F.L.P. Trust #13

F.L.P. Trust #14

F.L.P. Trust #15

F.L.P. Trust #16

F.L.P. Trust #17

F.L.P. Trust #19

F.L.P. Trust #20

F.L.P. Trust #21

Gigi Trust

Jay Robert Trust

Jim Trust

Johnny Trust

Karen Trust

Linda Trust

Nicholas Trust

Penny Trust

R.A. G.C. Trust #1

R.A. G.C. Trust #10

R.A. G.C. Trust #2

R.A. G.C. Trust #3

R.A. G.C. Trust #4

R.A. G.C. Trust #5

R.A. G.C. Trust #6

R.A. G.C. Trust #7

R.A. G.C. Trust #8

R.A. G.C. Trust #9

R.A. Trust #25

Tom Trust

Tony Trust

CIBC Trust Company (Bahamas) Limited, solely as trustee of each of the separate trusts listed below in this Schedule 1.

c/o CIBC Trust Company (Bahamas) Limited

Goodman’s Bay Corporate Centre

West Bay Street

P.O. N-3933

Nassau, Bahamas

Settlement T-551-1

Settlement T-551-2

Settlement T-551-3

Settlement T-551-4

Settlement T-551-5

Settlement T-551-6

Settlement T-551-7

Settlement T-551-10

Settlement T-551-11

Settlement T-551-12

Settlement T-914

Settlement T-915

Settlement T-916

Settlement T-917

Settlement T-929

Settlement T-930

Settlement T-931

Settlement T-936

SCHEDULE 2

MDP Stockholders

MDCPVI TU Holdings, LLC

c/o Madison Dearborn Partners, LLC

3 First National Plaza, Suite 4600

Chicago, Illinois 60602

ANNEX A-1

U.S. Trusts

A.N.P. Trust #1

A.N.P. Trust #10

A.N.P. Trust #11

A.N.P. Trust #12

A.N.P. Trust #13A-Tom

A.N.P. Trust #13B-John

A.N.P. Trust #13C-Gigi

A.N.P. Trust #13D-Dan

A.N.P. Trust #14

A.N.P. Trust #15

A.N.P. Trust #16

A.N.P. Trust #17

A.N.P. Trust #18-John

A.N.P. Trust #18-Thomas

A.N.P. Trust #19

A.N.P. Trust #2

A.N.P. Trust #20

A.N.P. Trust #21

A.N.P. Trust #22-James

A.N.P. Trust #22-Linda

A.N.P. Trust #23-Karen

A.N.P. Trust #23-Linda

A.N.P. Trust #24-James

A.N.P. Trust #24-Karen

A.N.P. Trust #25

A.N.P. Trust #26

A.N.P. Trust #27

A.N.P. Trust #28-James

A.N.P. Trust #28-Linda

A.N.P. Trust #29-Karen

A.N.P. Trust #29-Linda

A.N.P. Trust #3

A.N.P. Trust #30-James

A.N.P. Trust #30-Karen

A.N.P. Trust #31

A.N.P. Trust #32

A.N.P. Trust #33

A.N.P. Trust #34-Anthony

A.N.P. Trust #34-Penny

A.N.P. Trust #35-Anthony

A.N.P. Trust #35-Jay Robert

A.N.P. Trust #36-Jay Robert

A.N.P. Trust #36-Penny

A.N.P. Trust #37

A.N.P. Trust #38

A.N.P. Trust #39

A.N.P. Trust #40-Anthony

A.N.P. Trust #40-Penny

A.N.P. Trust #41-Anthony

A.N.P. Trust #41-Jay Robert

A.N.P. Trust #42-Jay Robert

A.N.P. Trust #42-Penny

A.N.P. Trust #4-Daniel

A.N.P. Trust #4-John

A.N.P. Trust #5-Daniel

A.N.P. Trust #5-Jean

A.N.P. Trust #6

A.N.P. Trust #7A-Tom

A.N.P. Trust #7B-John

A.N.P. Trust #7C-Gigi

A.N.P. Trust #7D-Dan

A.N.P. Trust #8

A.N.P. Trust #9

D.N.P. Residuary Trust #1

D.N.P. Residuary Trust #2

D.N.P. Residuary Trust #3

D.N.P. Residuary Trust #4

D.N.P. Residuary Trust #5

D.N.P. Residuary Trust #6

D.N.P. Residuary Trust #7

D.N.P. Residuary Trust #8

D.N.P. Residuary Trust #9

Daniel Trust

F.L.P. Residuary Trust #1

F.L.P. Residuary Trust #11

F.L.P. Residuary Trust #12

F.L.P. Residuary Trust #13

F.L.P. Residuary Trust #14

F.L.P. Residuary Trust #15

F.L.P. Residuary Trust #16

F.L.P. Residuary Trust #17

F.L.P. Residuary Trust #18

F.L.P. Residuary Trust #19

F.L.P. Residuary Trust #20

F.L.P. Residuary Trust #21

F.L.P. Residuary Trust #22

F.L.P. Residuary Trust #23

F.L.P. Residuary Trust #24

F.L.P. Residuary Trust #25

F.L.P. Residuary Trust #26

F.L.P. Residuary Trust #27

F.L.P. Residuary Trust #28

F.L.P. Residuary Trust #29

F.L.P. Residuary Trust #30

F.L.P. Residuary Trust #31

F.L.P. Residuary Trust #32

F.L.P. Residuary Trust #33

F.L.P. Residuary Trust #34

F.L.P. Residuary Trust #35

F.L.P. Residuary Trust #36

F.L.P. Residuary Trust #37

F.L.P. Residuary Trust #38

F.L.P. Residuary Trust #39

F.L.P. Residuary Trust #40

F.L.P. Residuary Trust #41

F.L.P. Residuary Trust #42

F.L.P. Residuary Trust #43

F.L.P. Residuary Trust #44

F.L.P. Residuary Trust #45

F.L.P. Residuary Trust #46

F.L.P. Residuary Trust #47

F.L.P. Residuary Trust #48

F.L.P. Residuary Trust #49

F.L.P. Residuary Trust #5

F.L.P. Residuary Trust #50

F.L.P. Residuary Trust #51

F.L.P. Residuary Trust #52

F.L.P. Residuary Trust #53

F.L.P. Residuary Trust #54

F.L.P. Residuary Trust #55

F.L.P. Residuary Trust #56

F.L.P. Residuary Trust #6

F.L.P. Residuary Trust #9

F.L.P. Trust #10

F.L.P. Trust #11

F.L.P. Trust #12

F.L.P. Trust #13

F.L.P. Trust #14

F.L.P. Trust #15

F.L.P. Trust #16

F.L.P. Trust #17

F.L.P. Trust #19

F.L.P. Trust #20

F.L.P. Trust #21

Gigi Trust

Jay Robert Trust

Jim Trust

Johnny Trust

Karen Trust

Linda Trust

Nicholas Trust

Penny Trust

R.A. G.C. Trust #1

R.A. G.C. Trust #10

R.A. G.C. Trust #2

R.A. G.C. Trust #3

R.A. G.C. Trust #4

R.A. G.C. Trust #5

R.A. G.C. Trust #6

R.A. G.C. Trust #7

R.A. G.C. Trust #8

R.A. G.C. Trust #9

R.A. Trust #25

Tom Trust

Tony Trust

ANNEX A-2

Non-U.S. Trusts

Settlement T-551-1

Settlement T-551-10

Settlement T-551-11

Settlement T-551-12

Settlement T-551-2

Settlement T-551-3

Settlement T-551-4

Settlement T-551-5

Settlement T-551-6

Settlement T-551-7

Settlement T-914

Settlement T-915

Settlement T-916

Settlement T-917

Settlement T-929

Settlement T-930

Settlement T-931

Settlement T-936

EX-12.1

Exhibit 12.1

TransUnion Corp.

Computation of Ratio of Earnings to Fixed Charges

(unaudited)

(dollars in millions)	2010			2009			2008			2007			2006
Earnings:
Income from continuing operations before tax		83.0			205.7			209.9			282.0			285.4
Less income of noncontrolling interests		(8.3	)		(8.1	)		(9.2	)		(7.5	)		(6.9	)
Less income from equity investees		(8.4	)		(5.3	)		(6.6	)		(2.4	)		(3.8	)
Plus fixed charges		93.1			4.3			0.9			1.2			1.7
Plus amortization of capitalized interest		-			-			-			-			-
Dividends from equity method investees		4.9			4.1			4.4			3.2			2.6
Less interest capitalized		(0.3	)		-			-			-			-
Total earnings		164.0			200.7			199.4			276.5			279.0
Fixed Charges:
Interest Expense		90.1			4.0			0.9			1.2			1.7
Interest capitalized (on internally developed software)		0.3			-			-			-			-
Amortized loan costs not recorded as interest expense		2.7			0.3			-			-			-
Estimate of interest expense within rental expense		-			-			-			-			-
Total fixed charges		93.1			4.3			0.9			1.2			1.7
Ratio of earnings to fixed charges		1.8			46.7			221.6			230.4			164.1

EX-21.1

Exhibit 21.1

LIST OF SUBSIDIARIES

Subsidiary	Jurisdiction of Organization
Diversified Data Development Corporation	California
TransUnion Healthcare, LLC	Delaware
Trans Union LLC	Delaware
TransUnion Interactive, Inc	Delaware
TransUnion Financing Corporation	Delaware
TransUnion Rental Screening Solutions, Inc.	Delaware
TransUnion Teledata, LLC	Oregon
Visionary Systems, Inc.	Georgia
Trans Union International, Inc.	Delaware
Vail Systemen Groep, B.V.	Netherlands
TransUnion Netherlands II B.V.	Netherlands
TransUnion Africa (Pty) Ltd.	South Africa
TransUnion Credit Bureau (Pty) Ltd.	South Africa

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 28, 2011 with respect to the consolidated financial statements and schedule included in the Registration Statement (Form S-4) and the related Prospectus of TransUnion Corp. for the registration of $645,000,000 11 ³/8% Senior Notes due 2018 of TransUnion LLC and TransUnion Financing Corporation.

Chicago, Illinois

February 28, 2011

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

Trans Union LLC

(Co-Issuing Entity in Respect of the Notes)

(Exact name of obligor as specified in its charter)

Delaware	36-4262739
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
555 West Adams Street Chicago, Illinois	60661
(Address of principal executive offices)	(Zip code)

TransUnion Financing Corporation

(Co-Issuing Entity in Respect of the Notes)

(Exact name of obligor as specified in its charter)

Delaware	27-2830166
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
555 West Adams Street Chicago, Illinois	60661
(Address of principal executive offices)	(Zip code)

11 ³/8% Senior Notes due 2018 and

Guarantees of 11 ³/8% Senior Notes due 2018

(Title of the indenture securities)

GUARANTORS

Exact Name of Obligor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address of Principal Executive Offices
Diversified Data Development Corporation	California	91-2902153	c/o Trans Union LLC 555 West Adams Street Chicago, IL 60661
TransUnion Healthcare, LLC	Delaware	27-1491512	c/o Trans Union LLC 555 West Adams Street Chicago, IL 60661
TransUnion Corp.	Delaware	74-3135689	c/o Trans Union LLC 555 West Adams Street Chicago, IL 60661
TransUnion Interactive, Inc.	Delaware	13-4117314	c/o Trans Union LLC 555 West Adams Street Chicago, IL 60661
TransUnion Rental Screening Solutions, Inc.	Delaware	52-2139271	c/o Trans Union LLC 555 West Adams Street Chicago, IL 60661
TransUnion Teledata LLC	Oregon	20-5618633	c/o Trans Union LLC 555 West Adams Street Chicago, IL 60661
Visionary Systems, Inc.	Georgia	58-2255788	c/o Trans Union LLC 555 West Adams Street Chicago, IL 60661

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

  Comptroller of the Currency

  Treasury Department

  Washington, D.C.

  Federal Deposit Insurance Corporation

  Washington, D.C.

  Federal Reserve Bank of San Francisco

  San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

  The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois on the 28th day of February 2011.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/Gregory S. Clarke

Gregory S. Clarke

Vice President

EXHIBIT 6

February 28, 2011

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/Gregory S. Clarke

Gregory S. Clarke

Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2010, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	17,518
Interest-bearing balances			57,228
Securities:
Held-to-maturity securities			0
Available-for-sale securities			150,439
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			1,656
Securities purchased under agreements to resell			16,821
Loans and lease financing receivables:
Loans and leases held for sale			38,095
Loans and leases, net of unearned income	691,483
LESS: Allowance for loan and lease losses	19,637
Loans and leases, net of unearned income and allowance			671,846
Trading Assets			30,824
Premises and fixed assets (including capitalized leases)			8,129
Other real estate owned			5,713
Investments in unconsolidated subsidiaries and associated companies			659
Direct and indirect investments in real estate ventures			111
Intangible assets
Goodwill			20,931
Other intangible assets			26,452
Other assets			55,856
Total assets		$	1,102,278
LIABILITIES
Deposits:
In domestic offices		$	747,742
Noninterest-bearing	165,559
Interest-bearing	582,183
In foreign offices, Edge and Agreement subsidiaries, and IBFs			99,235
Noninterest-bearing	2,029
Interest-bearing	97,206
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			2,930
Securities sold under agreements to repurchase			16,102

	Dollar Amounts In Millions
Trading liabilities		15,647
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		40,254
Subordinated notes and debentures		19,252
Other liabilities		37,554
Total liabilities	$	978,716
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		98,971
Retained earnings		17,489
Accumulated other comprehensive income		5,280
Other equity capital components		0
Total bank equity capital		122,259
Noncontrolling (minority) interests in consolidated subsidiaries		1,303
Total equity capital		123,562
Total liabilities, and equity capital	$	1,102,278

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared

in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins

EVP & CFO    

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
Dave Hoyt
Michael Loughlin

EX-99.1

Exhibit 99.1

Form of

Letter of Transmittal

to Tender for Exchange

11 ³/8% Senior Notes due 2018

of

Trans Union LLC

TransUnion Financing Corporation

Pursuant to the Prospectus Dated                     , 2011

The exchange offer and withdrawal rights will expire at 5:00 p.m., New York City time, on                     , 2011, unless extended (the “expiration date”).

The exchange agent for the exchange offer is:

Wells Fargo Bank, National Association

By registered mail or certified mail: Wells Fargo Bank, National Association MAC - N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480-1517 By regular mail or overnight courier: Wells Fargo Bank, National Association MAC - N9303-121 Corporate Trust Operations Sixth Street & Marquette Avenue Minneapolis, MN 55479 By hand:     Wells Fargo Bank, National Association Northstar East Building – 12^th floor Corporate Trust Services 608 Second Avenue South Minneapolis, Minnesota 55402

Facsimile (eligible institutions only): (612) 667-6282

Telephone inquiries: (800) 344-5128

Delivery of this letter of transmittal to an address other than as set forth above or transmission of this letter of transmittal via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery of this letter of transmittal. Delivery of documents to The Depository Trust Company does not constitute delivery to the exchange agent.

The undersigned hereby acknowledges receipt of the prospectus, dated                         , 2011, of Trans Union LLC, a Delaware limited liability company (“Trans Union LLC”) and TransUnion Financing Corporation, a Delaware corporation (“Co-Issuer” and, together with Trans Union LLC, the “Issuers”), which, together with this letter of transmittal, constitute the Issuers’ offer to exchange up to $645,000,000 aggregate principal amount of their new 11 ³/8% Senior Notes due 2018, Series B (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding unregistered 11 ³/8% Senior Notes due 2018, Series A (the “outstanding notes”). Exchange notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

If you desire to exchange your outstanding notes for an equal aggregate principal amount at maturity of exchange notes, you must validly tender (and not validly withdraw) your existing notes to the exchange agent prior to the expiration date.

You must sign this letter of transmittal where indicated below. Please read the instructions set forth below carefully before completing this letter of transmittal.

You must complete this letter of transmittal if:

• you are forwarding certificates representing the Issuers’ outstanding notes with this letter; or

• unless an agent’s message is used, you are tendering such notes by book-entry transfer to an account maintained by the exchange agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the prospectus under the heading “Exchange offer—Procedures for tendering.”

You must complete, execute and deliver this letter of transmittal to indicate the action you desire to take with respect to the exchange offer.

If you are tendering your outstanding notes by book-entry transfer to the exchange agent’s account at DTC, you may execute the tender though the DTC Automated Tender Offer Program (“ATOP”), for which the exchange offer is eligible. DTC participants that are tendering outstanding notes pursuant to the exchange offer must transmit their acceptance through ATOP to DTC, which will edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance.

In order to properly complete this letter of transmittal, you must:

• complete the box entitled “Description of Outstanding Notes;”

• if appropriate, check and complete the boxes relating to guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions;

• sign the letter of transmittal; and

• complete the substitute Form W-9 included in this letter of transmittal (or, if applicable, an appropriate IRS Form W-8 if you have not previously provided the Issuers or the exchange agent a valid Form W-9 or Form W-8).

If you desire to tender outstanding notes pursuant to the exchange offer and:

• certificates representing such notes are not immediately available;

• time will not permit this letter of transmittal, certificates representing such notes or other required documents to reach the exchange agent on or prior to the expiration date; or

• the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed on or prior to the expiration date, you may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if you follow the guaranteed delivery procedures described in the prospectus under “Exchange offer—Guaranteed delivery procedures” are followed.

See Instruction 1 below.

Please read the entire letter of transmittal, including the instructions, and the prospectus carefully before completing this letter of transmittal or checking any box below. You must follow the instructions included with this letter of transmittal. Please direct questions and requests for assistance or for additional copies of the prospectus and this letter of transmittal, the Notice of Guaranteed Delivery and related documents to Wells Fargo Bank, National Association, at the address and telephone number set forth on the cover page of this letter of transmittal. See Instruction 11 below.

2

List below the outstanding notes to which this letter of transmittal relates. If the space provided is inadequate, list the certificate numbers and principal amounts at maturity on a separately executed schedule and affix the schedule to this letter of transmittal. Tenders of outstanding notes will be accepted only in principal amounts at maturity equal to $2,000 or integral multiples of $1,000 in excess thereof.

Description of Outstanding Notes
Name(s) and address(es) of registered holder(s) (please fill in)	Series and certificate number(s)*	Aggregate principal amount at maturity represented**	Principal amount at maturity tendered**
Total principal amount at maturity of outstanding notes

* Need not be completed if you are delivering by book-entry transfer (see below).

** Unless otherwise indicated in the column “Principal Amount at Maturity Tendered” and subject to the terms and conditions of the exchange offer, you will be deemed to have tendered the entire aggregate principal amount at maturity represented by each note listed above and delivered to the exchange agent. See Instruction 4.

3

Please read this entire letter of transmittal carefully before completing the boxes below

¨ Check here if you are enclosing certificates for tendered outstanding notes with this letter of transmittal.

¨ Check here if you are delivering tendered outstanding notes by book-entry transfer made to the account maintained by the exchange agent with DTC and complete the following:

Name of tendering institution:                                                                                                                                                 

Account number with DTC:                                                                                                                                                     

Transaction code number:                                                                                                                                                         

¨ Check here and enclose a photocopy of the Notice of Guaranteed Delivery if you are delivering tendered outstanding notes pursuant to a Notice of Guaranteed Delivery previously sent to the exchange agent and complete the following:

Name(s) of registered holder(s):                                                                                                                                             

Window ticket number(s) (if any):                                                                                                                                         

Date of execution of the Notice of Guaranteed Delivery:                                                                                              

Name of eligible institution that guaranteed delivery:                                                                                                     

If delivered by book-entry transfer, complete the following:

Name of tendering institution:                                                                                                                                                 

Account number at DTC:                                                                                                                                                          

Transaction code number:                                                                                                                                                         

¨ Please fill in your name and address below if you are a broker-dealer and wish to receive 10 additional copies of the prospectus and 10 additional copies of any amendments or supplements thereto.

Name:                                                                                                                                                                                               

Address:                                                                                                                                                                                           

Area code and telephone number:                                                                                                                                          

Note: signatures must be provided below

4

Please read the accompanying instructions carefully

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to Trans Union LLC, a Delaware limited liability company (“Trans Union LLC”) and TransUnion Financing Corporation, a Delaware corporation (“Co-Issuer” and together with Trans Union LLC, the “Issuers”), the principal amount at maturity of the Issuers’ 11 ³/8% Senior Notes due 2018, Series A (the “outstanding notes”) described above. Subject to, and effective upon, the acceptance for exchange of the outstanding notes tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to such outstanding notes.

The undersigned hereby irrevocably constitutes and appoints the exchange agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the exchange agent also acts as the agent of the Issuers and as trustee under the indenture relating to the outstanding notes) with respect to such tendered outstanding notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the prospectus, to (1) deliver certificates representing such tendered outstanding notes, or transfer ownership of such notes, on the account books maintained by The Depository Trust Company (“DTC”), and to deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Issuers upon receipt by the exchange agent, as the undersigned’s agent, of the exchange notes to which the undersigned is entitled upon the acceptance by the Issuers of such outstanding notes for exchange pursuant to the exchange offer, (2) receive all benefits and otherwise to exercise all rights of beneficial ownership of such outstanding notes, all in accordance with the terms and conditions of the exchange offer, and (3) present such outstanding notes for transfer, and transfer such outstanding notes, on the relevant security register.

The undersigned hereby represents and warrants that the undersigned (1) owns the outstanding notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the outstanding notes and to acquire exchange notes issuable upon the exchange of such tendered outstanding notes, and that, when the same are accepted for exchange, the Issuers will acquire good, marketable and unencumbered title to the tendered outstanding notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or the Issuers to be necessary or desirable to complete the sale, exchange, assignment and transfer of tendered outstanding notes or to transfer ownership of such notes on the account books maintained by DTC. The undersigned has read and agrees to all of the terms of the exchange offer, as described in the prospectus and this letter of transmittal.

The undersigned understands that tenders of the outstanding notes pursuant to any one of the procedures described in the prospectus under the caption “Exchange offer—Procedures for tendering” and in the instructions to this letter of transmittal will, upon the Issuers’ acceptance of the outstanding notes for exchange, constitute a binding agreement between the undersigned and the Issuers in accordance with the terms and subject to the conditions of the exchange offer.

The exchange offer is subject to the conditions set forth in the prospectus under the caption “Exchange offer—Conditions.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuers) as more particularly set forth in the prospectus, the Issuers may not be required to exchange any of the outstanding notes tendered by this letter of transmittal and, in such event, the outstanding notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

5

Unless a box under the heading “Special Issuance Instructions” is checked, by tendering outstanding notes and executing this letter of transmittal, the undersigned hereby represents and warrants that:

(1)         the undersigned or any beneficial owner of the outstanding notes is acquiring the exchange notes in the ordinary course of business of the undersigned (or such other beneficial owner);

(2)        at the time of the commencement of the exchange offer, neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act;

(3)        at the time of the commencement of the exchange offer, neither the undersigned nor any beneficial owner has an arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act;

(4)        neither the undersigned nor any beneficial owner is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Issuers (and upon request by the Issuers, the undersigned or such beneficial owner will deliver to the Issuers a legal opinion confirming it is not such an affiliate);

(5)        the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is participating in the exchange offer for the purpose of distributing the exchange notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters;

(6)        neither the undersigned nor any beneficial owner is a broker-dealer tendering outstanding notes acquired from the Issuers for the account of such broker-dealer; and

(7)        the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

The undersigned may, if and only if unable to make all of the representations and warranties contained in clauses (1)-(7) above, elect to have its outstanding notes registered in the shelf registration described in the Registration Rights Agreement, dated as of June 15, 2010, by and among the Issuers, the Guarantors party thereto, J.P. Morgan Securities Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc. as representatives of the Initial Purchasers named thererin, in the form filed as an exhibit to the registration statement of which the prospectus is a part (the “Registration Statement”). Such election may be made by checking a box under “Special Issuance Instructions” below. By making such election, the undersigned agrees, as a holder of restricted securities participating in a shelf registration, to indemnify and hold harmless the Issuers, the guarantors, their respective agents, employees, directors and officers and each Person who controls the Issuers or any of the guarantors, within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act against any and all losses, claims, damages and liabilities whatsoever arising out of or based upon (1) any untrue statement or alleged untrue statement of any material fact contained in the shelf registration statement filed with respect to such outstanding notes or the prospectus or in any amendment thereof or supplement thereto or (2) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein based on information relating to the undersigned furnished to the Issuers in writing by or on behalf of the undersigned expressly for use therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration

6

Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by reference to the Registration Rights Agreement.

If the undersigned is not a broker-dealer, the undersigned represents that it acquired the exchange notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of exchange notes and it has no arrangements or understandings with any person to participate in a distribution of the exchange notes. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes, it represents that the outstanding notes were acquired as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, however, by so acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer and outstanding notes held for its own account were not acquired as a result of market-making or other trading activities, such outstanding notes cannot be exchanged pursuant to the exchange offer.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

Tendered outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on                    , 2011, or on such later date or time to which the Issuers may extend the exchange offer.

Unless otherwise indicated herein under the box entitled “Special Issuance Instructions” below, exchange notes, and outstanding notes not tendered or accepted for exchange, will be issued in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, exchange notes, and outstanding notes not tendered or accepted for exchange, will be delivered to the undersigned at the address shown below the signature of the undersigned. In the case of a book-entry delivery of exchange notes, the exchange agent will credit the account maintained by DTC with any outstanding notes not tendered. The undersigned recognizes that the Issuers have no obligation pursuant to the “Special Issuance Instructions” to transfer any outstanding notes from the name of the registered holder thereof if the Issuers do not accept for exchange any of the principal amount at maturity of such outstanding notes so tendered.

The exchange notes will bear interest from the date of original issuance of the outstanding notes or, if interest has already been paid on the outstanding notes, from the date interest was most recently paid. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

7

Please sign here

(to be completed by all tendering holders of outstanding notes)

This letter of transmittal must be signed by the registered holder(s) of outstanding notes exactly as their name(s) appear(s) on certificate(s) for outstanding notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this letter of transmittal, including such opinions of counsel, certifications and other information as may be required by the Issuers or the trustee for the outstanding notes to comply with the restrictions on transfer applicable to the outstanding notes. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the exchange agent of such person’s authority to so act. See Instruction 5 below. If the signature appearing below is not of the registered holder(s) of the outstanding notes, then the registered holder(s) must sign a valid power of attorney.

X                                                                                                                                                                                                                      

X                                                                                                                                                                                                                      

Signature(s) of holder(s) or authorized signatory

Dated:                                          

Name(s):                                                                                                                                                                                                       

Capacity:                                                                                                                                                                                                       

Address:                                                                                                                                                                                                        

(Zip code)  

Area code and telephone no.:                                                                                                                                                               

Guarantee of Signature(s)

(If required—see Instructions 2 and 5 below)

Certain signatures must be guaranteed by a signature guarantor

(Name of signature guarantor guaranteeing signatures)

(Address (including zip code) and telephone number (including area code) of firm)

(Authorized signature)

(Printed name)

(Title)

Dated:                                     

8

Special Issuance Instructions (See Instructions 4 through 7) To be completed ONLY if (1) certificates for outstanding notes in a principal amount at maturity not tendered are to be issued in the name of, or exchange notes issued pursuant to the exchange offer are to be issued in the name of, someone other than the person or persons whose name(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the box entitled “Description of Outstanding Notes” within this letter of transmittal, (2) outstanding notes not tendered, but represented by certificates tendered by this letter of transmittal, are to be returned by credit to an account maintained at DTC other than the account indicated above or (3) exchange notes issued pursuant to the exchange offer are to be issued by book-entry transfer to an account maintained at DTC other than the account indicated above. Issue: ¨               exchange notes, to: ¨              outstanding notes, to: Name(s)                                                                                        Address

Special Delivery Instructions (See Instructions 4 Through 7) To be completed ONLY if certificates for outstanding notes in a principal amount at maturity not tendered, or exchange notes, are to be sent to someone other than the person or persons whose name(s) appear(s) within this letter of transmittal to an address different from that shown in the box entitled “Description of Outstanding Notes” within this letter of transmittal. Deliver: ¨               exchange notes, to: ¨              outstanding notes, to: Name(s)                                                                                        Address                                                                                         Telephone number:                                                                  (Tax Identification or Social Security Number) Is this a permanent address change? (check one box)                 ¨ Yes ¨ No

Telephone number:                                                                  (Tax Identification or Social Security Number) DTC account number:

9

Instructions to Letter of Transmittal

(Forming part of the terms and conditions of the exchange offer)

1.        Delivery of this letter of transmittal and outstanding notes. This letter of transmittal is to be completed by holders of outstanding notes if certificates representing such outstanding notes are to be forwarded herewith, or, unless an agent’s message is used, if tender is to be made by book-entry transfer to the account maintained by DTC, pursuant to the procedures set forth in the prospectus under “Exchange offer—Procedures for tendering” For a holder to properly tender outstanding notes pursuant to the exchange offer, a properly completed and duly executed letter of transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by these Instructions, or a properly transmitted agent’s message in the case of a book entry transfer, must be received by the exchange agent at its address set forth herein on or prior to the expiration date, and either (1) certificates representing such outstanding notes must be received by the exchange agent at its address, or (2) such outstanding notes must be transferred pursuant to the procedures for book-entry transfer described in the prospectus under “Exchange offer—Procedures for tendering” and a book-entry confirmation must be received by the exchange agent on or prior to the expiration date. A holder who desires to tender outstanding notes and who cannot comply with procedures set forth herein for tender on a timely basis or whose outstanding notes are not immediately available must comply with the guaranteed delivery procedures discussed below.

The method of delivery of this letter of transmittal, the outstanding notes and all other required documents to the exchange agent is at the election and sole risk of the holder and delivery will be deemed to be made only when actually received by the exchange agent. Instead of delivery by mail, holders should use an overnight or hand delivery service. In all cases, holders should allow for sufficient time to ensure delivery to the exchange agent before the expiration of the exchange offer and proper insurance should be obtained. Holders may request their broker, dealer, commercial bank, trust company or nominee to effect these transactions for such holder. Holders should not send any outstanding note, letter of transmittal or other required document to the Issuers. If an agent’s message is used, tenders of such notes are to be made pursuant to the procedures set forth in the prospectus under the heading “Exchange offer—Procedures for tendering.”

If a holder desires to tender outstanding notes pursuant to the exchange offer and (1) certificates representing such outstanding notes are not immediately available, (2) time will not permit such holder’s letter of transmittal, certificates representing such outstanding notes or other required documents to reach the exchange agent on or prior to the expiration date, or (3) the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed on or prior to the expiration date, such holder may nevertheless tender such outstanding notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if the guaranteed delivery procedures set forth in the prospectus under “Exchange offer—Guaranteed delivery procedures” are followed. Pursuant to such procedures, (1) the tender must be made by or through an eligible guarantor institution (as defined below), (2) prior to the expiration date, the exchange agent receives from an eligible guarantor institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Issuers herewith, by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery and (3) the properly completed and executed letter of transmittal or facsimile thereof, with any required signature guarantees and any other documents required by the letter of transmittal, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC as described in the prospectus, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange, Inc. trading days after the expiration date.

As used herein and in the prospectus, an “eligible guarantor institution” is an “eligible guarantor institution” meeting the requirements of the registrar for the notes, which requirements include membership or participation in the Securities Transfer Agents Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

10

2.        Guarantee of signatures. Signatures on this letter of transmittal must be guaranteed by a member of or participant in STAMP, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program or by an eligible guarantor institution unless the outstanding notes tendered hereby are tendered (1) by a registered holder of outstanding notes (or by a participant in DTC whose name appears on a security position listing as the owner of such outstanding notes) who has signed this letter of transmittal and who has not completed any of the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions,” on the letter of transmittal, or (2) for the account of an eligible guarantor institution. If the outstanding notes are registered in the name of a person other than the signer of the letter of transmittal or if outstanding notes not tendered are to be returned to, or are to be issued to the order of, a person other than the registered holder or if outstanding notes not tendered are to be sent to someone other than the registered holder, then the signature on this letter of transmittal accompanying the tendered outstanding notes must be guaranteed as described above. Beneficial owners whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender outstanding notes. See “Exchange Offer—Procedures for tendering,” in the prospectus.

3.        Withdrawal of tenders. Tenders of outstanding notes may be withdrawn at any time on or prior to the expiration date. For a withdrawal of tendered outstanding notes to be effective, a notice of withdrawal must be received by the exchange agent on or prior to the expiration date at its address set forth on the cover of this letter of transmittal or a holder must comply with the appropriate procedures of DTC’s ATOP. Any such notice of withdrawal must be in writing and (1) specify the name of the person who tendered the outstanding notes to be withdrawn, (2) identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited (3) be signed by the holder of such outstanding notes in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender and (4) specify the name in which any such outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn. If the outstanding notes to be withdrawn have been delivered or otherwise identified to the exchange agent, a signed notice of withdrawal is effective immediately upon written notice of such withdrawal even if physical release is not yet effected.

All questions as to the validity, form and eligibility, including time of receipt, of such withdrawal notices will be determined by the Issuers, which determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes that have been tendered but that are not accepted for exchange will be returned to the holder without cost to the holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described in the prospectus under the caption “Exchange offer — Procedures for tendering” at any time prior to the expiration date.

Neither the Issuers, any affiliates of the Issuers, the exchange agent nor any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

4.        Partial tenders. Tenders of outstanding notes pursuant to the exchange offer will be accepted only in principal amounts at maturity equal to $2,000 or integral multiples of $1,000 in excess thereof. If less than the entire principal amount at maturity of any outstanding notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the principal amount at maturity tendered in the last column of the box entitled “Description of Outstanding Notes” herein. The entire principal amount at maturity represented by the certificates for all outstanding notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount at maturity of all outstanding notes held by the holder is not

11

tendered, new certificates for the principal amount at maturity of outstanding notes not tendered and exchange notes issued in exchange for any outstanding notes tendered and accepted will be sent (or, if tendered by book-entry transfer, returned by credit to the account at DTC designated herein) to the holder unless otherwise provided in the appropriate box on this letter of transmittal (see Instruction 6), as soon as practicable following the expiration date.

5.        Signature on this letter of transmittal; bond powers and endorsements; guarantee of signatures. If this letter of transmittal is signed by the registered holder(s) of the outstanding notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of certificates without alteration, enlargement or change whatsoever. If this letter of transmittal is signed by a participant in DTC whose name is shown as the owner of the outstanding notes tendered hereby, the signature must correspond with the name shown on the security position listing the owner of the outstanding notes.

If any of the outstanding notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

If any tendered outstanding notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many copies of this letter of transmittal and any necessary accompanying documents as there are different names in which certificates are held.

If this letter of transmittal is signed by the holder, and the certificates for any principal amount at maturity of outstanding notes not tendered are to be issued (or if any principal amount at maturity of outstanding notes that is not tendered is to be reissued or returned) to or, if tendered by book-entry transfer, credited to the account of DTC of the registered holder, and exchange notes exchanged for outstanding notes in connection with the exchange offer are to be issued to the order of the registered holder, then the registered holder need not endorse any certificates for tendered outstanding notes nor provide a separate bond power. In any other case (including if this letter of transmittal is not signed by the registered holder), the registered holder must either properly endorse the certificates for outstanding notes tendered or transmit a separate properly completed bond power with this letter of transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such outstanding notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of outstanding notes, exactly as the name(s) of the participant(s) appear(s) on such security position listing), with the signature on the endorsement or bond power guaranteed by a signature guarantor or an eligible guarantor institution, unless such certificates or bond powers are executed by an eligible guarantor institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Issuers or the trustee for the outstanding notes may require in accordance with the restrictions on transfer applicable to the outstanding notes. See Instruction 2.

Endorsements on certificates for outstanding notes and signatures on bond powers provided in accordance with this Instruction 5 by registered holders not executing this letter of transmittal must be guaranteed by an eligible institution. See Instruction 2.

If this letter of transmittal or any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the exchange agent, in its sole discretion, of their authority so to act must be submitted with this letter of transmittal.

6.        Special issuance and special delivery instructions. Tendering holders should indicate in the applicable box or boxes the name and address to which outstanding notes for principal amounts at maturity not tendered or exchange notes exchanged for outstanding notes in connection with the exchange offer are to be issued or sent, if different from the name and address of the holder signing this letter of transmittal. In the case of issuance in a different name, the taxpayer-identification number of the person named must also be indicated.

12

Holders tendering by book-entry transfer may request that outstanding notes not exchanged be credited to such accounted maintained at DTC as such holder may designate. If no instructions are given, outstanding notes not tendered will be returned to the registered holder of the outstanding notes tendered. For holders of outstanding notes tendered by book-entry transfer, outstanding notes not tendered will be returned by crediting the account at DTC designated above.

7.        Taxpayer identification number; Substitute Form W-9 and Form W-8. U.S. persons should use the Substitute Form W-9. If you are a foreign person (or a domestic disregarded entity that has a foreign owner), do not use the Substitute Form W-9. Instead use the appropriate IRS Form W-8.

Under the U.S. federal income tax laws, payments that may be made by the Issuers with respect to the exchange notes issued pursuant to the exchange offer may be subject to backup withholding (currently at a rate of 28%). In order to avoid such backup withholding, the Issuers or the paying agent must have received a complete executed substitute or IRS Form W-9 from each tendering holder (or other payee) that is a U.S. person.

If a Form W-9 has not previously been provided, a U.S. person should complete and sign the Substitute Form W-9 included at the end of this letter of transmittal, provide the correct taxpayer identification number (“TIN”) or indicate that such holder is awaiting a TIN and certify, under penalties of perjury, that

(a)        the TIN provided is correct or that such holder is awaiting a TIN;

(b)        that the holder is not subject to backup withholding because

(i) the holder has not been notified by the Internal Revenue Service (the “IRS”) that the holder is subject to backup withholding as a result of a failure to report all interest or dividends;

(ii) the IRS has notified the holder that the holder is no longer subject to backup withholding; or

(iii) the holder is exempt from backup withholding; and

(c)        the holder is a U.S. person (including a U.S. resident alien).

If a holder has been notified by the IRS that it is subject to backup withholding, it must cross out item (2) of Part II in the Certification box of the Substitute Form W-9, unless such holder has since been notified by the IRS that it is no longer subject to backup withholding. In general, if a holder is an individual, the TIN is the social security number of such individual. If the exchange agent or the Issuers are not provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the IRS in addition to backup withholding.

The holder (other than a foreign holder, as described below,) is required to give the TIN (e.g. the social security number or employer identification number) of the person who will be the record holder of the exchange notes. If such holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such holder should write “Applied For” in the space provided for the TIN in Part I of the Substitute Form W-9 and sign and date the Substitute Form W-9. If “Applied For” is written in Part I, the Issuers (or the paying agent under the indenture governing the exchange notes) may begin and continue backup withholding during the sixty-day period following the date of the Substitute Form W-9. In such case, if the holder furnishes the exchange agent or the Issuers with his or her TIN within sixty days after the date of the Substitute Form W-9, the Issuers (or the paying agent) shall remit such amounts withheld during the sixty-day period to the holder and no further amounts shall be withheld from payments made to the holder thereafter. However, if the holder fails to furnish the exchange agent or the Issuers with his or her TIN within such sixty-day period, the Issuers (or the paying agent) shall remit such previously withheld amounts to the IRS as backup withholding, and payments made to the record holder of the exchange notes shall be subject to backup withholding; such withheld amounts shall be remitted to the IRS as backup withholding until the holder furnishes his or her TIN to the exchange agent or the Issuers.

13

Certain holders (including, among others, certain holders that are not U.S. persons or U.S. resident aliens (“Exempt Holders”)) are not subject to these backup withholding and reporting requirements. To avoid erroneous backup withholding, each Exempt Holder (other than an Exempt Holder that is a foreign person (“Foreign Holder”)) who has not previously provided a Form W-9 should enter the Exempt Holder’s name, address, status and TIN on the face of the Substitute Form W-9 and check “EXEMPT” on the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the exchange agent with this letter of transmittal. See the enclosed Substitute Form W-9 for additional instructions. A Foreign Holder should not complete the Substitute Form W-9. In order for a Foreign Holder to qualify as an exempt recipient, such holder must have previously provided or submit a properly completed IRS Form W-8BEN, IRS Form W-8ECI, IRS Form W-8EXP, IRS Form W-8IMY or other applicable IRS form, signed under penalties of perjury, attesting to that person’s exempt status. Such forms can be obtained from the exchange agent.

For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a TIN if you do not have one and how to complete the Substitute Form W-9 if the exchange notes are registered in more than one name), consult the enclosed Substitute Form W-9. Failure to submit a Form W-9 prior to the exchange will not, by itself, cause outstanding notes to be deemed invalidly tendered for exchange, but may result in a holder being subject to backup withholding on payments made with respect to the exchange notes. Backup withholding is not an additional U.S. federal income tax. Rather, the amount of tax withheld will be allowed as a refund or credit against the U.S. tax liability of a person subject to backup withholding if the required information is timely furnished to the IRS.

All holders should consult the “Material United States federal income tax considerations” section of the prospectus.

14

8.        Transfer taxes. Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes on the exchange. If, however, exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of the outstanding notes in connection with the exchange offer, then the amount of any transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of the transfer taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

9.        Mutilated, lost, stolen or destroyed outstanding notes. If any certificate representing outstanding notes has been mutilated, lost, stolen or destroyed, the holder should promptly contact the exchange agent at the address indicated above. The holder will then be instructed as to the steps that must be taken in order to replace the certificate. This letter of transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.

10.        Irregularities. All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of any tenders of outstanding notes pursuant to the procedures described in the prospectus and the form and validity of all documents will be determined by the Issuers, which determination shall be final and binding on all parties. The Issuers reserve the absolute right, in their sole and absolute discretion, to reject any or all tenders of any outstanding notes they determine not to be in proper form or the acceptance of which may, in the opinion of the Issuers’ counsel, be unlawful. The Issuers also reserve the absolute right, in their sole discretion subject to applicable law, to waive or amend any of the conditions of the exchange offer for all holders of outstanding notes or to waive any defects or irregularities of tender for any outstanding notes. The Issuers’ interpretations of the terms and conditions of the exchange offer (including, without limitation, the instructions in this letter of transmittal) shall be final and binding. No alternative, conditional or contingent tenders will be accepted. Unless waived, any irregularities in connection with tenders must be cured within such time as the Issuers shall determine. Each tendering holder, by execution of a letter of transmittal (or a manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender. Tenders of such outstanding notes shall not be deemed to have been made until such irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless such holders have otherwise provided herein, promptly following the expiration date. None of the Issuers, any of their affiliates, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in such tenders or will incur any liability to holders for failure to give such notification.

11.        Requests for assistance or additional copies. Questions relating to the procedure for tendering, as well as requests for assistance or additional copies of the prospectus, this letter of transmittal and the Notice of Guaranteed Delivery may be directed to the exchange agent at the address and telephone number set forth above. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

Important: this letter of transmittal or a facsimile thereof (together with certificates for outstanding notes or a book-entry-confirmation and all other required documents) or a Notice of Guaranteed Delivery must be received by the exchange agent on or prior to 5:00 p.m., New York City time, on the expiration date.

To be completed by all holders that are U.S. persons (including U.S. resident aliens) who have not previously submitted a valid Form W-9. (See Instruction 7)

15

Print or type

See Specific Instructions on page 2.

Substitute
Form W-9 (Rev. January 2011) Department of the Treasury Internal Revenue Service	Request for Taxpayer Identification Number and Certification	Give Form to the requester. Do not send to the IRS.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for federal tax classification (required):

¨

Individual/ sole proprietor

¨

C Corporation

¨

S Corporation

¨

Partnership

¨

Trust/estate

¨ Limited liability company. Enter the tax classification (C–C corporation, S–S corporation, P–partnership)

u

¨

Exempt payee

¨ Other (see instructions)

Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.
	Social security number
			–	–
	or
	Employer identification number
		–

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign
Here Signature of
U.S. person  u Date   u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

U.S. person. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee.

In 3 above, if applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

— An individual who is a U.S. citizen or U.S. resident alien,

— A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

— An estate (other than a foreign estate), or

— A domestic trust (as defined in Regulations section 301.7701.7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9(Rev. 1-2011)

16

Form W-9 (Rev. 1-2011) Page 2

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

— The U.S. owner of a disregarded entity and not the entity,

— The U.S. grantor or other owner of a grantor trust and not the trust, and

— The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien.

Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

17

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line. Disregarded entity. Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701 -3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Form W-9 (Rev. 1-2011) Page 3

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the “Business name/disregarded entity name,” sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1	Generally, exempt payees 1 through 7 2

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

18

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

Form W-9 (Rev. 1-2011) Page 4

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:			Give name and SSN of:
	1.	Individual	The individual
	2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account 1
	3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor 2
	4.	a.   The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
		b.   So-called trust account that is not a legal or valid trust under state law	The actual owner 1
	5.	Sole proprietorship or disregarded entity owned by an individual	The owner 3
	6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor *
For this type of account:			Give name and EIN of:
	7.	Disregarded entity not owned by an individual	The owner
	8.	A valid trust, estate, or pension trust	Legal entity 4
	9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
	10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
	11.	Partnership or multi-member LLC	The partnership
	12.	A broker or registered nominee	The broker or nominee
	13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
	14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

² Circle the minor’s name and furnish the minor’s SSN.

³ You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

— Protect your SSN,

— Ensure your employer is protecting your SSN, and

— Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

19

EX-99.2

Exhibit 99.2

Form of

Notice of Guaranteed Delivery

to Tender for Exchange

11 ³/8% Senior Notes due 2018

of

Trans Union LLC

TransUnion Financing Corporation

Pursuant to the Prospectus Dated                     , 2011

The exchange offer and withdrawal rights will expire at 5:00 p.m., New York City time, on                     , 2011, unless extended (the “expiration date”).

The exchange agent for the exchange offer is:

Wells Fargo Bank, National Association

By registered mail or certified mail:	By regular mail or overnight courier:	By hand:
Wells Fargo Bank, National Association MAC - N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480-1517	Wells Fargo Bank, National Association MAC - N9303-121 Corporate Trust Operations Sixth Street & Marquette Avenue Minneapolis, MN 55479	Wells Fargo Bank, National Association Northstar East Building – 12th floor Corporate Trust Services 608 Second Avenue South Minneapolis, Minnesota 55402
Facsimile (eligible institutions only): (612) 667-6282 Telephone inquiries: (800) 344-5128

This notice of guaranteed delivery, or one substantially equivalent to this form, must be used to accept the exchange offer (as defined below) if (1) certificates for Issuers’ (as defined below) 11 ³/8% Senior Notes due 2018, Series A (the “outstanding notes”) are not immediately available, (2) outstanding notes, the letter of transmittal, and all other required documents cannot be delivered to the exchange agent prior to the expiration date, or (3) the procedures for delivery by book-entry transfer cannot be completed prior to the expiration date. This notice of guaranteed delivery may be transmitted by facsimile or delivered by mail, hand, or overnight courier to the exchange agent prior to the expiration date. See “Exchange offer—Guaranteed delivery procedures” in the prospectus.

Transmission of this notice of guaranteed delivery via facsimile to a number other than as set forth above or delivery of this notice of guaranteed delivery to an address other than as set forth above will not constitute a valid delivery.

This notice of guaranteed delivery is not to be used to guarantee signatures. If an “eligible guarantor institution” is required to guarantee a signature on a letter of transmittal pursuant to the instructions therein, such signature guarantee must appear in the applicable space provided in the signature box in the letter of transmittal.

Please read the accompanying instructions carefully

Ladies and Gentlemen:

The undersigned hereby tenders to Trans Union LLC (“Trans Union LLC”) and TransUnion Financing Corporation (“Co-Issuer” and, together with Trans Union LLC, the “Issuers”), upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of outstanding notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption “Exchange offer—Guaranteed delivery procedures.” The undersigned hereby authorizes the exchange agent to deliver this notice of guaranteed delivery to the Issuers with respect to the outstanding notes tendered pursuant to the exchange offer.

The undersigned understands that tenders of the outstanding notes will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000 in excess thereof. The undersigned also understands that tenders of the outstanding notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. For a withdrawal of a tender of outstanding notes to be effective, it must be made in accordance with the procedures set forth in the prospectus under “Exchange offer—Withdrawal of tenders.”

The undersigned understands that the exchange of any exchange notes for outstanding notes will be made only after timely receipt by the exchange agent of (1) the certificates of the tendered outstanding notes, in proper form for transfer (or a book-entry confirmation of the transfer of such outstanding notes into the exchange agent’s account at The Depository Trust Company), and (2) a letter of transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees, together with any other documents required by the letter of transmittal (or a properly transmitted agent’s message), within three New York Stock Exchange, Inc. trading days after the execution hereof.

All authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

2

Please sign and complete

  X                                                                                                         X                                                                                                       Signature(s) of registered holder(s) or authorized signatory   Name(s) of registered holder(s):     Series and principal amount of outstanding notes tendered*:     Certificate no.(s) of outstanding notes (if available):     *  Must be in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.   Date:                                                                                                  Address:                                                                                            Area code and telephone no.:                                                    If outstanding notes will be delivered by book-entry transfer, provide information below:   Name of tendering institution:                                                  Depository account no. with DTC:                                         Transaction code number:                                                       

Do not send outstanding notes with this form. Outstanding notes should be sent to the exchange agent together with a properly completed and duly executed letter of transmittal or properly transmitted agent’s message.

This notice of guaranteed delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for outstanding notes or on a security position listing as the owner of outstanding notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Please print name(s) and address(es)

Name(s):                                                                                                                                                                                                        

Capacity:                                                                                                                                                                                                       

Address(es):                                                                                                                                                                                                  

3

The guarantee below must be completed

Guarantee

(Not to be used for signature guarantee)

The undersigned, an “eligible guarantor institution” meeting the requirements of the registrar for the outstanding notes, which requirements include membership or participation in the Securities Transfer Agents Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the outstanding notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, hereby guarantees that the outstanding notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under “Exchange offer—Guaranteed delivery procedures”), and that the exchange agent will receive (a) such outstanding notes, or a book-entry confirmation of the transfer of such outstanding notes into the exchange agent’s account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, within three New York Stock Exchange, Inc. trading days after the date of execution hereof.

The eligible guarantor institution that completes this form must communicate the guarantee to the exchange agent and must deliver the letter of transmittal, or a properly transmitted agent’s message, and outstanding notes, or a book-entry confirmation in the case of a book-entry transfer, to the exchange agent within the time period described above. Failure to do so could result in a financial loss to such eligible guarantor institution.

Name of firm:                                                                                                                                                                                                  

Authorized signature:                                                                                                                                                                                   

Title:                                                                                                                                                                                                                    

Address:                                                                                                                                                                                                             

Area code and telephone number:                                                                                                                                                            

Dated:                                                                                                                                                                                       

4

EX-99.3

Exhibit 99.3

Form of Letter to Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees

Trans Union LLC

TransUnion Financing Corporation

Exchange Offer for

11  ³/8% Senior Notes due 2018

The exchange offer and withdrawal rights will expire at 5:00 p.m., New York City time, on                     , 2011, unless extended (the “expiration date”).

                    , 2011

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We are offering to exchange, upon the terms and subject to the conditions set forth in the prospectus dated                     , 2011 (the “prospectus”) and the accompanying letter of transmittal (the “exchange offer”), up to $645,000,000 in aggregate principal amount of our new 11 ³/8% Senior Notes due 2018, Series B (the “exchange notes”). Each exchange note has been registered under the Securities Act of 1933, as amended (the “Securities Act”). We are offering to exchange the exchange notes for any and all of our outstanding 11 ³/8% Senior Notes due 2018, Series A (the “outstanding notes”), which we privately issued in a private transaction that was not subject to the registration requirements of the Securities Act.

As set forth in the prospectus, the terms of the exchange notes are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes. Outstanding notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

The exchange offer is subject to certain conditions. See “Exchange offer—Conditions” in the prospectus.

Enclosed herewith for your information and forwarding to your clients are copies of the following documents:

1. the prospectus, dated                 , 2011;

2. the letter of transmittal for your use and for the information of your clients (facsimile copies of the letter of transmittal may be used to tender outstanding notes);

3. a form of letter which may be sent to your clients for whose accounts you hold outstanding notes registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the exchange offer; and

4. a notice of guaranteed delivery.

Your prompt action is requested. Please note the exchange offer will expire at 5:00 p.m., New York City time, on                     , 2011, unless extended. Please furnish copies of the enclosed materials to those of your clients for whom you hold outstanding notes registered in your name or in the name of your nominee as quickly as possible.

In all cases, exchanges of outstanding notes pursuant to the exchange offer will be made only after timely receipt by the exchange agent (as defined in the prospectus) of (1) certificates representing such outstanding notes, or a book-entry confirmation (as defined in the prospectus), as the case may be, (2) the letter of transmittal (or facsimile thereof), properly completed and duly executed, or an agent’s message (as defined in the prospectus), and (c) any other required documents.

Holders who wish to tender their outstanding notes and (1) whose outstanding notes are not immediately available, (2) who cannot deliver their outstanding notes, the letter of transmittal or an agent’s message and any other documents required by the letter of transmittal to the exchange agent prior to 5:00 p.m., New York City time, on                     , 2011 (unless extended), or (3) who cannot comply with the procedures for delivery by book-entry transfer prior 5:00 p.m., New York City time, on                     , 2011 (unless extended), must tender their outstanding notes according to the guaranteed delivery procedures set forth under the caption “Exchange offer—Guaranteed delivery procedures” in the prospectus.

We are not making the exchange offer to, nor will we accept tenders from or on behalf of, holders of outstanding notes residing in any jurisdiction in which the making of the exchange offer or the acceptance of tenders would not be in compliance with the laws of such jurisdiction.

We will not make any payments to brokers, dealers or other persons for soliciting acceptances of the exchange offer. We will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. We will pay or cause to be paid any transfer taxes payable on the transfer of outstanding notes to us, except as otherwise provided in instruction 8 of the letter of transmittal.

Questions and requests for assistance with respect to the exchange offer or for copies of the prospectus and letter of transmittal may be directed to the exchange agent at its numbers and address set forth in the prospectus.

Very truly yours,

TRANS UNION LLC

TRANSUNION FINANCING CORPORATION

Nothing contained in this letter or in the enclosed documents shall constitute you or any other person our agent or the agent of any of our affiliates, or authorize you or any other person to make any statements or use any document on behalf of any of us in connection with the exchange offer other than the enclosed documents and the statements contained therein.

EX-99.4

Exhibit 99.4

Form of

Instruction to Registered Holders and DTC Participants

from Beneficial Owners of

11 ³/8% Senior Notes due 2018

of

Trans Union LLC TransUnion Financing Corporation

The undersigned hereby acknowledges receipt of the prospectus, dated                    , 2011, of Trans Union LLC, a Delaware limited liability company (“Trans Union LLC”), and TransUnion Financing Corporation, a Delaware corporation (“Co-Issuer” and, together with Trans Union LLC, the “Issuers”), and the accompanying letter of transmittal, that together constitute the Issuers’ offer to exchange up to $645,000,000 aggregate principal amount of their new 11 ³/8% Senior Notes due 2018, Series B (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding unregistered 11 ³/8% Senior Notes due 2018, Series A (the “outstanding notes”). Outstanding notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the exchange offer with respect to the outstanding notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the prospectus and the letter of transmittal.

The aggregate face amount of the outstanding notes held by you for the account of the undersigned is (fill in amount):

$            of 11 ³/8% Senior Notes due 2018, Series A

With respect to the exchange offer, the undersigned hereby instructs you (check appropriate box):

¨ To tender all of the outstanding notes held by you for the account of the undersigned.

¨ To tender the following outstanding notes held by you for the account of the undersigned (insert principal amount of outstanding notes to be tendered, if any):

$            of 11 ³/8% Senior Notes due 2018, Series A

¨ not to tender any outstanding notes held by you for the account of the undersigned.

If the undersigned instructs you to tender outstanding notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties and agreements contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that:

(1)        the undersigned or any beneficial owner of the outstanding notes is acquiring the exchange notes in the ordinary course of business of the undersigned (or such other beneficial owner);

(2)        at the time of the commencement of the exchange offer, neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act;

(3)        at the time of the commencement of the exchange offer, neither the undersigned nor any beneficial owner has an arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act;

(4)        neither the undersigned nor any beneficial owner is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Issuers (and upon request by the Issuers, the undersigned or such beneficial owner will deliver to the Issuers a legal opinion confirming it is not such an affiliate);

(5)        the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is participating in the exchange offer for the purpose of distributing the exchange notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters;

(6)        neither the undersigned nor any beneficial owner is a broker-dealer tendering outstanding notes acquired from the Issuers for the account of such broker-dealer; and

(7)        the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

The undersigned acknowledges that if an executed copy of this letter of transmittal is returned, the entire principal amount of outstanding notes held for the undersigned’s account will be tendered unless otherwise specified above.

The undersigned hereby represents and warrants that the undersigned (1) owns the outstanding notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the outstanding notes and to acquire exchange notes issuable upon the exchange of such tendered outstanding notes, and that, when the same are accepted for exchange, the Issuers will acquire good, marketable and unencumbered title to the tendered outstanding notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind.

Sign here

Name of beneficial owner(s) (please print):                                                                                                                                         

Signature(s):                                                                                                                                                                                                     

Address:                                                                                                                                                                                                             

Telephone number:                                                                                                                                                                                        

Taxpayer Identification Number or Social Security Number:                                                                                                        

Date:                                                                                                                                                                                                                    

EX-99.5

Exhibit 99.5

Form of Letter to Clients

Trans Union LLC

TransUnion Financing Corporation

Exchange Offer for

11 ³/8% Senior Notes due 2018

The exchange offer and withdrawal rights will expire at 5:00 p.m., New York City time, on                     , 2011, unless extended (the “expiration date”).

                    , 2011

To our Clients:

Enclosed for your consideration is a prospectus dated                     , 2011 (the “prospectus”) and the accompanying letter of transmittal (the “exchange offer”) relating to the offer by Trans Union LLC, a Delaware limited liability company (“Trans Union LLC”), and TransUnion Financing Corporation, a Delaware corporation (“Co-Issuer” and, together with Trans Union LLC, the “Issuers”), to exchange up to $645,000,000 aggregate principal amount of their new 11 ³/8% Senior Notes due 2018, Series B (the “exchange notes”). Each exchange note has been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Issuers are offering to exchange the exchange notes for any and all of their outstanding 11 ³/8% Senior Notes due 2018, Series A (the “outstanding notes”), which they privately issued in a private transaction that was not subject to the registration requirements of the Securities Act.

As set forth in the prospectus, the terms of the exchange notes are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes. Outstanding notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. Outstanding notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

We are forwarding the enclosed material to you as the beneficial owner of outstanding notes held by us for your account or benefit but not registered in your name. Only we may tender outstanding notes in the exchange offer as the registered holder, if you so instruct us. Therefore, the Issuers urge beneficial owners of outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such holder promptly if they wish to exchange outstanding notes in the exchange offer.

Accordingly, we request instructions as to whether you wish us to exchange any or all outstanding notes held by us for your account or benefit pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal. We urge you to read carefully the prospectus and the letter of transmittal before instructing us to exchange your outstanding notes.

You should forward instructions to us as promptly as possible in order to permit us to exchange outstanding notes on your behalf before the exchange offer expires at 5:00 p.m., New York City time, on                     , 2011, unless extended. A tender of outstanding notes may be withdrawn at any time prior to the expiration time, which is 5:00 p.m., New York City time, on                     , 2011, or the latest time to which the exchange offer is extended.

We call your attention to the following:

(1)          The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2011, unless extended. Outstanding notes may be withdrawn, subject to the procedures described in the prospectus, at any time prior to 5:00 p.m., New York City time, on the expiration date.

(2)          The exchange offer is for the exchange of $2,000 principal amount of exchange notes, and integral multiples of $1,000 in excess thereof, for each $2,000 principal amount of outstanding notes, and integral multiples of $1,000 in excess thereof. An aggregate principal amount of $645,000,000 of outstanding notes was outstanding as of the date of the prospectus.

(3)          The exchange offer is subject to certain conditions. See “Exchange offer—Conditions” in the prospectus.

(4)          The Issuers have agreed to pay certain of the expenses of the exchange offer. It will pay any transfer taxes incident to the transfer of outstanding notes from the tendering holder to the Issuers, except as provided in the prospectus and the letter of transmittal. See “Exchange offer—Fees and expenses” in the prospectus and instruction 8 of the letter of transmittal.

(5)          Based on an interpretation of the Securities Act by the staff of the Securities and Exchange Commission, the Issuers believe that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:

(a) You are acquiring the exchange notes in the ordinary course of your business;

(b) You are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the exchange notes;

(c) You are not an “affiliate” of the Issuers; and

(d) You are not a broker-dealer that acquired any of its outstanding notes directly from the Issuers.

The Issuers are not making the exchange offer to, nor will it accept tenders from or on behalf of, holders of outstanding notes residing in any jurisdiction in which the making of the exchange offer or the acceptance of tenders would not be in compliance with the laws of such jurisdiction.

If you wish us to tender any or all of your outstanding notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the attached instruction form entitled “Instruction to Registered Holders and DTC Participants From Beneficial Owner of 11 ³/8% Senior Notes due 2018.”

The accompanying letter of transmittal is furnished to you for informational purposes only and may not be used by you to exchange outstanding notes held by us and registered in our name for your account or benefit.

Instructions

The undersigned acknowledge(s) receipt of your letter and the material enclosed with and referred to in your letter relating to the exchange offer of the Issuers.

This will instruct you to tender for exchange the aggregate principal amount of outstanding notes indicated below (or, if no aggregate principal amount is indicated below, all outstanding notes) held by you for the account or benefit of the undersigned, pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal.

Aggregate principal amount of outstanding notes to be tendered for exchange:*

$                                          11  ³/8% Senior Notes due 2018

*I (we) understand that if I (we) sign this instruction form without indicating an aggregate principal amount of outstanding notes in the space above, all outstanding notes held by you for my (our) account will be tendered for exchange.

Signature(s)

Name(s) (please print)

Taxpayer Identification or Social Security Number(s)

Capacity (full title), if signing in a fiduciary or

representative capacity

Telephone (include area code)

Address (include zip code)

Date