EX-10.13



 Exhibit 10.13 

 

			
	



	  	555 W. Adams
		  	Chicago, IL 60661
		  	Tel 312-258-1717
		  	www.transunion.com

 December 6, 2012 
 Mr. Siddharth N. (Bobby) Mehta 
 159 E. Walton Street 

Apt. 27A 
 Chicago, IL 60611 

Re: TransUnion Holding Company, Inc. Stockholders’ Agreement 

dated as of April 30, 2012 (the “Agreement”) 
 Dear Bobby: 
 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. 
 1. Term. Section 4.2 of the Agreement is hereby amended by adding at the end of clause (a) the following sentence: “Notwithstanding the foregoing, if the service of
Mr. Siddharth N. (Bobby) Mehta (“Mehta”) as a director of the Company shall terminate for any reason, or for no reason whatsoever, the Parent shall have the right, but not the obligation, to Call all of Mehta’s Call
Shares at the Call Shares Price and, if such right is exercised, shall cause the Call Shares to be purchased within twenty (20) days of such termination. In the event that any of Mehta’s Call Shares are subject to the Pledge Agreement
(“Pledged Shares”), the time period for Parent to exercise its right to Call such Pledged Shares shall not begin until such Pledged Shares have been released in accordance with the terms of the Pledge Agreement.” 

2. Complete Agreement and Non-Reliance. This Amendment, 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 may be claimed to relate to the subject matter of this Amendment or the Agreement in connection with the execution of
this Amendment. 
 3. Miscellaneous. 

(a) This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to
contracts entered into and performed entirely within (and not the conflicts of law provisions) of the State of Delaware. 
 (b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES AND RELEASES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN ANY SUCH PROCEEDING. 







 (c) This Amendment shall be subject to the notice and dispute resolution
provisions contained in the Agreement. 
 (d) If any provision of this Amendment is determined to be invalid
under applicable law, such provision shall be ineffective and the remaining provisions of this Amendment and the Agreement shall continue in full force and effect. Nothing contained in this Amendment 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. 

(e) No provision of this Amendment may be modified, amended, waived or discharged unless agreed to in writing, and signed
and executed in accordance with Section 7.6 of the Agreement. 
 Upon the execution of this Amendment by all parties below,
this Amendment shall become a part of the Agreement and binding on the parties as of the date first written above. 

Signature Pages to Follow 







 
			
	Very truly yours,
	
	TransUnion Holding Company, Inc., a Delaware corporation
		
	By:	 	 /s/ John W. Blenke

		 	John W. Blenke
		 	Executive Vice President and Corporate General Counsel


  

	
	 /s/ Siddharth N. (Bobby) Mehta

	Siddharth N. (Bobby) Mehta

  

					
	GS CAPITAL PARTNERS VI FUND, L.P.
		
	By:	 	 GSCP VI Advisors, L.L.C.
 its General Partner

		
	By:	 	 /s/ SUMIT RAJPAL

		 	Name:	 	SUMIT RAJPAL
		 	Title:	 	VICE PRESIDENT

  

					
	GS CAPITAL PARTNERS VI PARALLEL, L.P.
		
	By:	 	 GS Advisors VI, L.L.C.
 its General Partner

		
	By:	 	 /s/ SUMIT RAJPAL

		 	Name:	 	SUMIT RAJPAL
		 	Title:	 	VICE PRESIDENT

  

							
	SPARTANSHIELD HOLDINGS
		
	By:	 	GS Capital Partners VI Offshore Fund, L.P., its General Partner
		 	By:	 	GSCP VI Offshore Advisors, L.L.C., its General Partner
		
	By:	 	 /s/ SUMIT RAJPAL

		 	Name:	 	SUMIT RAJPAL
		 	Title:	 	VICE PRESIDENT

 [SIGNATURE PAGE TO STOCKHOLDER AGREEMENT AMENDMENT] 








					
	ADVENT-TRANSUNION ACQUISITION LIMITED PARTNERSHIP
		
	By:	 	Advent-TransUnion GP LLC, its General Partner
		
	By:	 	 /s/ J. Christopher Egan

		 	Name:	 	J. Christopher Egan
		 	Title:	 	Managing Director

 [SIGNATURE PAGE TO STOCKHOLDER AGREEMENT AMENDMENT]