Waiver and Amendment No. 1 to 2010 Non-U.S. Stockholders' Agreement



 Exhibit 10.2 
 WAIVER AND AMENDMENT NO. 1 TO 
 TRANSUNION CORP. 2010 NON-U.S.
STOCKHOLDERS’ AGREEMENT 
 This WAIVER AND AMENDMENT NO. 1 TO TRANSUNION CORP. 2010 NON-U.S.
STOCKHOLDERS’ AGREEMENT, dated as of June 28, 2011 (this “Amendment”), is made and entered into by and among TransUnion Corp., a Delaware corporation (the “Company”), each person identified on Schedule
1 to that certain TransUnion Corp. 2010 Non-U.S. Stockholders’ Agreement, dated as of June 15, 2010 (the “Original Agreement”), as amended, and each Person identified on Schedule 2 to the Original Agreement.
Capitalized terms used but not defined herein shall have the meanings given to such terms in the Original Agreement, as amended hereby (the “Stockholders Agreement”).  

WITNESSETH: 
 WHEREAS, each of the Company, the Non-U.S. Situs Pritzker Stockholders and the MDP Stockholders desire that the Original Agreement be amended in the manner set forth herein; and 

WHEREAS, pursuant to Section 30 of the Original Agreement, the Original Agreement may be amended and/or waived 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. 

NOW, THEREFORE, in consideration of the foregoing and the mutual premises herein contained, it is hereby agreed that: 

1. Amendment to Section 8(b). Section 8(b) of the Original Agreement is hereby deleted and amended and restated
to read in its entirety as follows: 
 (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 seven (7) representatives to the Board. 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. 
 2. Amendment to Section 8(c).
Section 8(c) of the Original Agreement is hereby deleted and amended and restated to read in its entirety as follows: 
 (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. 







 3. Waiver of Section 9(h). The MDP Stockholders and the Non-U.S. Situs Pritzker
Stockholders hereby waive Section 9(h) of the Stockholders Agreement solely to the extent necessary to expand the size of the Board to not more than eleven (11) members. 

4. No Other Amendments. Except as specifically amended hereby, the Original Agreement shall continue in full force and effect as
written. 
 5. Severability. If any provision of this Amendment (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 Amendment (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 Amendment 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. 
 6. Further
Agreement. The parties hereto shall use their commercially reasonable efforts to do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments
or documents as any other party may reasonably request in order to carry out the intent and purposes of this Amendment and to consummate the transactions contemplated hereby and thereby. 

7. Effect of Headings. The Section headings of this Amendment have been inserted for convenience of reference only and shall not
be deemed a part of this Amendment. 
 8. Governing Law. This Amendment 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. 

9. Counterparts; Effectiveness. This Amendment may be executed in one or more counterparts, all of which shall be considered one
and the same Amendment 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 Amendment (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 Amendment. 

Signature page follows. 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 1 to 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 Corporate 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 A attached hereto
		
	By:	 	 /s/ Michelle Gibson

		 	Name: Michelle Gibson
		 	Title: Authorized Signatory
		
	By:	 	 /s/ Schevon Miller

		 	Name: Schevon Miller
		 	Title: Authorized Signatory









 
			
	THE MDP STOCKHOLDER:
	
	MDCPVI TU HOLDINGS, LLC
		
	By:	 	 /s/ Timothy H. Hurd

		 	Name: Timothy H. Hurd
		 	Title: Managing Director









 SCHEDULE A 

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 A. 
 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