TransUnion Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • March 8th, 2018 • TransUnion • Services-consumer credit reporting, collection agencies • New York
The stockholders named in Schedule II-A hereto (the “Sponsor Selling Stockholders”) and Schedule II-B hereto (the “Management Selling Stockholders,” and together with the Sponsor Selling Stockholders, the “Selling Stockholders”) of TransUnion, a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters” and, individually, an “Underwriter”), for whom you are acting as representatives (in such capacity, the “Representatives”), an aggregate of 19,889,564 shares (the “Shares”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
TransUnion Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • June 15th, 2015 • TransUnion • Services-consumer credit reporting, collection agencies • New York
TransUnion, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, subject to the terms and conditions stated herein, the Company shall issue and sell up to [ ] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”). Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives” or “you”) in connection with the offering and sale of the Shares.
TransUnion Holding Company, Inc. Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • November 6th, 2012 • TransUnion Holding Company, Inc. • Services-consumer credit reporting, collection agencies • New York
TransUnion Holding Company, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $400,000.00 in aggregate principal amount of its 8.125%/8.875% Senior PIK Toggle Notes due 2018. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
REGISTRATION RIGHTS AGREEMENT BY AND AMONG TRANSUNION HOLDING COMPANY, INC. AND THE STOCKHOLDERS OF TRANSUNION HOLDING COMPANY, INC. SIGNATORIES HERETORegistration Rights Agreement • July 31st, 2012 • TransUnion Holding Company, Inc. • Delaware
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 30, 2012, by and among TransUnion Holding Company, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), the Advent Investors (as hereinafter defined), the GS Investors (as hereinafter defined, and together with the Advent Investors, the “Investors”), the other signatories hereto who execute an agreement to bound to this Agreement in the form of Exhibit A hereto (together with their respective Permitted Transferees (as defined in the Management Stockholders’ Agreement), the “Key Individuals”) and any other Person who becomes a party hereto.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • December 20th, 2013 • TransUnion Holding Company, Inc. • Services-consumer credit reporting, collection agencies • New York
AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of November 22, 2013 (“Amendment No. 5”), by and among TRANSUNION CORP., a Delaware corporation (“Holdings”), TRANS UNION LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, DEUTSCHE BANK SECURITIES INC. (“DBSI”), as lead arranger (in such capacity, the “Lead Arranger”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent (in such capacity, the “Collateral Agent”) and each of the lenders party hereto with a First Incremental Term Loan Commitment (as defined below) (each, a “First Incremental Term Lender” and, collectively, the “First Incremental Term Lenders”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2018 • TransUnion • Services-consumer credit reporting, collection agencies • Illinois
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of November 13, 2018 by and between TransUnion, a Delaware corporation (together with its successors and assigns, the “Company”), and Christopher A. Cartwright (“Executive” and, together with the Company, the “Parties” and each a “Party”).
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • December 20th, 2013 • TransUnion Holding Company, Inc. • Services-consumer credit reporting, collection agencies • New York
AMENDMENT NO. 6 TO CREDIT AGREEMENT, dated as of December 16, 2013 (“Amendment No. 6”), by and among TRANSUNION CORP., a Delaware corporation (“Holdings”), TRANS UNION LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, DEUTSCHE BANK SECURITIES INC. (“DBSI”), as lead arranger (in such capacity, the “Lead Arranger”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent (in such capacity, the “Collateral Agent”) and each of the lenders party hereto with a Second Incremental Term Loan Commitment (as defined below) (each, a “Second Incremental Term Lender” and, collectively, the “Second Incremental Term Lenders”).
AMENDMENT NO. 1 TO MAJOR STOCKHOLDERS’ AGREEMENTMajor Stockholders’ Agreement • March 30th, 2015 • TransUnion • Services-consumer credit reporting, collection agencies • Delaware
AMENDMENT NO. 1 TO MAJOR STOCKHOLDERS’ AGREEMENT, dated as of January 28, 2014 (this “Amendment”), by and among (i) TransUnion Holding Company, Inc., a Delaware corporation (the “Parent”); (ii) Advent-TransUnion Acquisition Limited Partnership (the “Advent Investor”); and (iii) GS Capital Partners VI Fund, L.P., GS Capital Partners VI Parallel, L.P. and Spartan Shield Holdings (the “GS Investors” and, together with the Advent Investor, the “Investors”).
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT By and Between TransUnion Risk and Alternative Data Solutions, Inc. and TLO, LLCAsset Purchase Agreement • December 20th, 2013 • TransUnion Holding Company, Inc. • Services-consumer credit reporting, collection agencies • Florida
This Amended and Restated Asset Purchase Agreement (the "Agreement") is entered into as of December 12, 2013 by and between TransUnion Risk and Alternative Data Solutions, Inc. (f/k/a TransUnion Acquisition Corp.), a Delaware corporation (the "Buyer"), and TLO, LLC, a Florida limited liability company (the "Seller"), with the Seller as Debtor and Debtor-In-Possession. The Buyer and the Seller are referred to collectively herein as the "Parties."
RETIREMENT AND TRANSITION AGREEMENTRetirement and Transition Agreement • August 13th, 2021 • TransUnion • Services-consumer credit reporting, collection agencies • Illinois
THIS RETIREMENT AND TRANSITION AGREEMENT (the “Agreement”) is dated as of August 12, 2021, by and between TransUnion, a Delaware corporation (the “Company”), and David Neenan (“Executive”).
SHARE PURCHASE AND SALE AGREEMENT Between SINGIDA PARTICIPAÇÕES LTDA. as PURCHASER - and - RICARDO CARVALHO SLEIMAN ALEXANDRE COSTA ALDIGHIERI as SELLERS and, as INTERVENING PARTIES, DATA SOLUTIONS SERVIÇOS DE INFORMÁTICA LTDA. MARISA TORRESAN RAPACCI...Share Purchase and Sale Agreement • March 7th, 2013 • TransUnion Holding Company, Inc. • Services-consumer credit reporting, collection agencies
This share purchase and sale agreement (“Agreement”) is entered into by and between the parties below (individually referred to herein as “Party” and, jointly, as “Parties”):
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 31st, 2012 • TransUnion Holding Company, Inc. • Delaware
This Director Indemnification Agreement (this “Agreement”), made and entered into as of the 30th day of April, 2012, by and between TransUnion Holding Company, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
Page ARTICLE I DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. General Interpretive Principles 6 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 Section 2.1. Representations and Warranties of the Stockholders 6 Section 2.2. Entitlement of the Parent...Major Stockholders’ Agreement • May 29th, 2015 • TransUnion • Services-consumer credit reporting, collection agencies • Delaware
This AMENDED AND RESTATED MAJOR STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is made as of [●], 2015, among (i) TransUnion (formerly known as TransUnion Holding Company, Inc.), a Delaware corporation (the “Parent”); (ii) the Advent Investors (as hereinafter defined) and (iii) the GS Investors (as hereinafter defined, and together with the Advent Investor, the “Investors”), and any other Person who becomes a party hereto pursuant to Article VII (each a “Stockholder” and, collectively, the “Stockholders”).
AMENDMENT NO. 14 TO CREDIT AGREEMENTCredit Agreement • July 25th, 2018 • TransUnion • Services-consumer credit reporting, collection agencies • New York
AMENDMENT NO. 14 TO CREDIT AGREEMENT, dated as of May 2, 2018 (“Amendment No. 14”), by and among TRANSUNION INTERMEDIATE HOLDINGS, INC. (f/k/a TRANSUNION CORP.), a Delaware corporation (“Holdings”), TRANS UNION LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, DEUTSCHE BANK SECURITIES INC., CAPITAL ONE, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and RBC CAPITAL MARKETS1, as joint lead arrangers (in such capacity, collectively, the “Amendment No. 14 Lead Arrangers”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) and each Required Lender. Unless otherwise indicated, all capitalized terms used herein but not otherwise defined herein shall have the same meanings as specified in the Credit Agreement (as defined below (as amended by this Amendment No. 14)).
Page ARTICLE I DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. General Interpretive Principles 9 ARICLE II REPRESENTATIONS AND WARRANTIES 10 Section 2.1. Representations and Warranties of the Stockholders 10 Section 2.2. Entitlement of the...Stockholders' Agreement • July 31st, 2012 • TransUnion Holding Company, Inc. • Delaware
This STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”) is made as of April 30, 2012, among (i) TransUnion Holding Company, Inc., a Delaware corporation (the “Parent”); (ii) the members of the management of Parent or of TransUnion Corp. (the “Company”) or other key Persons associated with the Company or the Parent and that are signatories hereto (the “Initial Key Individuals”), (iii) any other Person who becomes a party hereto pursuant to Article VI (each a “Stockholder” and, collectively, with the Initial Key Individuals, the “Stockholders”); and (iv) for purposes of Section 3.3, Section 3.4 and Articles IV and VII only, the GS Investors and the Advent Investor (each as herein defined) (together, the “Sponsor Investors”).
SHARE PURCHASE SALE AGREEMENT Between TransUnion Netherlands II B.V. (The “Purchaser”) and Those persons specified in Annex B (The “Sellers”) and exclusively for the purpose of Article IX and Section 10.06 of this Agreement, TransUnion (The...Share Purchase Sale Agreement • February 12th, 2016 • TransUnion • Services-consumer credit reporting, collection agencies
This SHARE PURCHASE SALE AGREEMENT (the “Purchase Sale Agreement” or the “Agreement”), dated February 8, 2016, is concluded between on the one hand (i) TransUnion Netherlands II B.V., a company which is constituted and exists in accordance with the laws of Holland (the “Purchaser”), which is represented in this act by Maria Olga Rehbein, who is of legal age, with her domicile address in the city of Bogota D.C., in her capacity as authorized agent with special powers, identified by her citizen’s ID number 32,621,046, duly authorized to sign this Agreement, according to the documents attached as Annex A; (ii) and on the other hand, those persons specified in Annex B of this Agreement (the “Sellers”), each of whom are represented by their legal representative or authorized agent with special powers, as indicated at the end by their signature, all of the above recorded in the Certificates confirming Existence and Representation or in the special powers of attorney which are attached as par
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • February 25th, 2013 • TransUnion Holding Company, Inc. • Services-consumer credit reporting, collection agencies
This STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this sixth day of December 2012, by and between Siddharth N. (Bobby) Mehta (“Holder”) and TransUnion Holding Company, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 19th, 2016 • TransUnion • Services-consumer credit reporting, collection agencies • Delaware
This First Amendment (this “Amendment”) to the Stockholders’ Agreement is entered into as of February 12, 2016, by and among TransUnion (successor to TransUnion Holding Company, Inc.), a Delaware corporation (“Parent”), the Advent Investor and the GS Investors (collectively, the “Sponsor Investors”), and constitutes an amendment to the Stockholders’ Agreement (the “Agreement”), dated as of April 30, 2012, among (i) Parent, (ii) the Stockholders and (iii) the Sponsor Investors. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2018 • TransUnion • Services-consumer credit reporting, collection agencies • Illinois
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of November 13, 2018 (the “Effective Date”), between TransUnion, a Delaware corporation (together with its successors and assigns, the “Company”), and James M. Peck (the “Executive” and, together with the Company, the “Parties” and each a “Party”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 23rd, 2012 • TransUnion Holding Company, Inc. • Services-consumer credit reporting, collection agencies • New York
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of October 22, 2012, among TransUnion Holding Company, Inc., a Delaware corporation (the “Issuer”) and Wells Fargo Bank, National Association, as Trustee (as defined in the Indenture).
SECURITIES PURCHASE AGREEMENT by and between TRANS UNION LLC and AERIAL INVESTORS LLC DATED AS OF SEPTEMBER 11, 2021Securities Purchase Agreement • September 13th, 2021 • TransUnion • Services-consumer credit reporting, collection agencies • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of September 11, 2021, by and between Trans Union LLC, a Delaware limited liability company (“Buyer”), and Aerial Investors LLC, a Delaware limited liability company (the “Seller”). Buyer and the Seller are each also referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • May 7th, 2013 • TransUnion Holding Company, Inc. • Services-consumer credit reporting, collection agencies • New York
AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of February 5, 2013 (“Amendment No. 4”), by and among TRANSUNION CORP., a Delaware corporation (“Holdings”), TRANS UNION LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and GOLDMAN SACHS LENDING PARTNERS LLC, (“GS”) each as lead arrangers (in such capacities, the “Lead Arrangers”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent (in such capacity, the “Collateral Agent”) and as designated replacement term loan lender (in such capacity, the “Designated Replacement Term Lender”), and each of the other Lenders (as defined below) party hereto with a 2013 Replacement Term Loan Commitment referred to below (each, a “2013 Replacement Term Lender” and together with the Designated Replacement Term Lender, the “2013 Replacement Term Lenders”), the Required Lenders, the Required Revolving Credit
Chicago, IL 60661 Tel 312-258-1717Stockholders’ Agreement • February 25th, 2013 • TransUnion Holding Company, Inc. • Services-consumer credit reporting, collection agencies • Delaware
In connection with your voluntary resignation as an officer, but not as a director, of TransUnion Holding Company, Inc., a Delaware corporation (the “Company”) and your voluntary termination from TransUnion Corp. as of December 31, 2012, the undersigned have agreed to amend the Agreement solely with respect to you in accordance with the terms and conditions set forth in this letter (this “Amendment”) in order to provide for a mandatory Call of the Shares that you will continue to hold following the execution and performance of that certain Stock Repurchase Agreement between you and the Company of even date herewith. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Agreement. Any provision, term or condition of the Agreement that has not been specifically modified or amended by this Amendment, shall remain in full force and effect and be deemed to be a part of this Amendment.
AMENDMENT NO. 1 TO TRANSUNION STOCK OPTION AGREEMENTTransunion Stock Option Agreement • February 19th, 2016 • TransUnion • Services-consumer credit reporting, collection agencies • Delaware
This Amendment to TransUnion Stock Option Agreement (this “Amendment”) is entered into as of January 1, 2016, by TransUnion (successor to TransUnion Holding Company, Inc.), a Delaware corporation (“Parent”), and constitutes an amendment to the Stock Option Agreements (the “Agreements”) governing grants of options under the TransUnion Holding Company, Inc. 2012 Management Equity Plan (as amended from time to time, the “Plan”). All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreements.
AMENDMENT NO. 11 TO CREDIT AGREEMENTCredit Agreement • June 1st, 2016 • TransUnion • Services-consumer credit reporting, collection agencies • New York
AMENDMENT NO. 11 TO CREDIT AGREEMENT, dated as of May 31, 2016 (“Amendment No. 11”), by and among TRANSUNION INTERMEDIATE HOLDINGS, INC. (f/k/a TRANSUNION CORP.), a Delaware corporation (“Holdings”), TRANS UNION LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, DEUTSCHE BANK SECURITIES INC. (“DBSI”), as lead arranger (in such capacity, the “Lead Arranger”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent (in such capacity, the “Collateral Agent”) and each of the lenders party hereto with a 2016 Incremental Term A Loan Commitment (as defined below) (each, a “2016 Incremental Term A Lender” and, collectively, the “2016 Incremental Term A Lenders”).
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2016 • TransUnion • Services-consumer credit reporting, collection agencies • Delaware
This First Amendment (this “Amendment”) to the Registration Rights Agreement is entered into as of March 2, 2016, by and among TransUnion (successor to TransUnion Holding Company, Inc.), a Delaware corporation (“Issuer”), the Advent Investor, the GS Investors (collectively, the “Investors”) and certain Key Individuals, and constitutes an amendment to the Registration Rights Agreement (the “Agreement”), dated as of April 30, 2012, among (i) the Issuer, (ii) the Investors and (iii) the Key Individuals. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT NO. 10 TO CREDIT AGREEMENTCredit Agreement • April 6th, 2016 • TransUnion • Services-consumer credit reporting, collection agencies • New York
AMENDMENT NO. 10 TO CREDIT AGREEMENT, dated as of March 31, 2016 (“Amendment No. 10”), by and among TRANSUNION INTERMEDIATE HOLDINGS, INC. (f/k/a TRANSUNION CORP.), a Delaware corporation (“Holdings”), TRANS UNION LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, DEUTSCHE BANK SECURITIES INC. (“DBSI”), as lead arranger (in such capacity, the “Lead Arranger”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent (in such capacity, the “Collateral Agent”) and each of the lenders party hereto with a 2016 Incremental Term B-2 Loan Commitment (as defined below) (each, a “2016 Incremental Term B-2 Lender” and, collectively, the “2016 Incremental Term B-2 Lenders”).
AMENDMENT NO. 8 TO CREDIT AGREEMENTCredit Agreement • June 8th, 2015 • TransUnion • Services-consumer credit reporting, collection agencies • New York
AMENDMENT NO. 8 TO CREDIT AGREEMENT, dated as of June 2, 2015 (“Amendment No. 8”), by and among TRANSUNION INTERMEDIATE HOLDINGS, INC. (f/k/a TRANSUNION CORP.), a Delaware corporation (“Holdings”), TRANS UNION LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent (in such capacity, the “Collateral Agent”), as swing line lender (in such capacity, the “Swing Line Lender”), as L/C issuer (in such capacity, “L/C Issuer”), the Revolving Credit Lenders (as defined in the Credit Agreement (as defined below)) party hereto and each 2015 Term B-2 Lender (as defined below). Unless otherwise indicated, all capitalized terms used herein but not otherwise defined shall have the same meanings as specified in the Credit Agreement (as defined below).
STOCK PURCHASE AGREEMENT dated as of October 26, 2021 by and between TRANS UNION LLC and NTHRIVE, INC.Stock Purchase Agreement • February 22nd, 2022 • TransUnion • Services-consumer credit reporting, collection agencies • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 26, 2021, is made by and between Trans Union LLC, a Delaware limited liability company (“Seller”), and nThrive, Inc., a Delaware corporation (the “Buyer”). Seller and Buyer are each referred to herein as a “Party” and collectively as the “Parties”.
SHARE PURCHASE AGREEMENT dated as of April 20, 2018 by and among VAIL HOLDINGS UK LTD, CROWN ACQUISITION TOPCO LIMITED, CROWN HOLDCO S.À R.L., THE EBT BENEFICIARY SELLERS NAMED HEREIN, THE INDIVIDUAL SELLERS NAMED HEREIN, THE EBT SELLER NAMED HEREIN,...Share Purchase Agreement • April 25th, 2018 • TransUnion • Services-consumer credit reporting, collection agencies • Delaware
This SHARE PURCHASE AGREEMENT, dated as of April 20, 2018 (this “Agreement”), is entered into by and among Crown Acquisition Topco Limited, a private limited company incorporated and registered in England and Wales (the “Company”), Crown Holdco S.à r.l., a private limited company (société à responsabilité limitée) organised under the laws of the Grand Duchy of Luxembourg (the “Institutional Seller”), the Persons set forth on Part D of the Allocation Schedule attached hereto (the “EBT Beneficiary Sellers”), the Persons set forth on Part B of the Allocation Schedule attached hereto (the “Individual Sellers”), Estera Trust (Jersey) Limited in its capacity as the trustee of the Callcredit Employee Benefit Trust, a trust organized under the laws of Jersey, Channel Islands (the “EBT Seller”), each other Person, if any, who becomes party hereto by executing and delivering a joinder hereto pursuant to Section 7.17 (each, an “Additional Seller” and, together with the Institutional Seller, the E
AMENDMENT NO. 12 TO CREDIT AGREEMENTCredit Agreement • February 6th, 2017 • TransUnion • Services-consumer credit reporting, collection agencies • New York
AMENDMENT NO. 12 TO CREDIT AGREEMENT, dated as of January 31, 2017 (this “Amendment No. 12”), by and among TRANSUNION INTERMEDIATE HOLDINGS, INC. (f/k/a TRANSUNION CORP.), a Delaware corporation (“Holdings”), TRANS UNION LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, DEUTSCHE BANK SECURITIES INC., CAPITAL ONE, N.A., GOLDMAN SACHS LENDING PARTNERS LLC, JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, RBC CAPITAL MARKETS and WELLS FARGO SECURITIES, LLC, as joint lead arrangers (in such capacity, collectively, the “Amendment No. 12 Lead Arrangers”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), and each 2015 Term B-2 Lender that is not an Amendment No. 12 Non-Consenting Lender (as defined below). Unless otherwise indicated, all capitalized terms used herein but not otherwise defined herein shall have
Chicago, IL 60661 Tel 312-258-1717Employment Agreement • February 25th, 2013 • TransUnion Holding Company, Inc. • Services-consumer credit reporting, collection agencies • Illinois
TransUnion Corp., a Delaware corporation (the “Company”), and you have agreed to amend the Agreement in accordance with the terms and conditions set forth in this letter (this “Amendment”) based on your indication that you wish to voluntarily terminate your employment with the Company. The parties agree that you did not, and are not, submitting a Resignation for Good Reason in connection with your voluntary termination. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Agreement. Any provision, term or condition of the Agreement that has not been specifically modified or amended by this Amendment shall remain in full force and effect and be deemed to be a part of this Amendment, and this Amendment, with such terms and provisions, shall be deemed to be the complete agreement of the parties.
PURCHASE AGREEMENT BY AND AMONG TRANSUNION HEALTHCARE, INC., RTECH HEALTHCARE REVENUE TECHNOLOGIES, INC., THE SELLERS IDENTIFIED HEREIN AND THE SELLER REPRESENTATIVE NAMED HEREIN Dated as of September 21, 2016Purchase Agreement • September 22nd, 2016 • TransUnion • Services-consumer credit reporting, collection agencies • New York
PURCHASE AGREEMENT, dated as of September 21, 2016 (this “Agreement”), by and among TransUnion Healthcare, Inc., a Texas corporation (“Purchaser”), RTech Healthcare Revenue Technologies, Inc., a New York corporation (the “Company”), the Persons identified on attached Exhibit A (collectively, the “Sellers”), and Todd H. Langer, as representative of the Sellers pursuant to Section 11.10 (the “Seller Representative”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Article I.
SECOND AMENDMENT TO THE STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 15th, 2017 • TransUnion • Services-consumer credit reporting, collection agencies • Delaware
This Second Amendment (this “Amendment”) to the Stockholders’ Agreement is entered into as of December 16, 2016, by and among TransUnion (successor to TransUnion Holding Company, Inc.), a Delaware corporation (“Parent”), the Advent Investor and the GS Investors (collectively, the “Sponsor Investors”), and constitutes an amendment to the Stockholders’ Agreement (as amended, the “Agreement”), dated as of April 30, 2012, among (i) Parent, (ii) the Stockholders and (iii) the Sponsor Investors. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
TransUnion Holding Company, Inc. c/o Goldman Sachs Capital Partners VI Fund, L.P. New York, New York 10282 Attn: Sumit Rajpal and c/o Advent International Corporation Boston, Massachusetts 02109 Attn: Christopher EganConsulting Agreement • February 25th, 2013 • TransUnion Holding Company, Inc. • Services-consumer credit reporting, collection agencies • Delaware
This letter agreement (the “Consulting Agreement”) serves to confirm the retention by TransUnion Holding Company, Inc. (f/k/a Spartan Parent Holdings Inc.) (“Parent”) of each of Goldman, Sachs & Co. (“GS Service Provider”) and Advent International Corporation (“Advent Service Provider”, together with the GS Service Provider, the “Service Providers” and each, a “Service Provider”) to provide management, consulting and financial services to Parent and its divisions and subsidiaries (collectively, the “Group”), as follows:
