THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

DealerTrack Holdings, Inc. (TRAK)

4/28/2006 Proxy Information

Five Percent Stockholders

Overview

The following financing source customers each own more than five percent of the outstanding shares of our Common Stock:

¥ AmeriCredit Financial Services, Inc., which owns shares of our Common Stock through its affiliate ACF Investment Corp.;

¥ Capital One Auto Finance, Inc. which owns shares of our Common Stock in its own name and Onyx Acceptance Corporation, which owns shares of our Common Stock through its affiliate Capital One Auto Finance, Inc.;

¥ JPMorgan Chase Bank, N.A., which does business through Chase Auto Finance as three financing sources, Chase Custom Finance (previously Bank One, N.A.), Chase Prime and Subaru Motor Finance, owns shares of our Common Stock through its affiliate J.P. Morgan Partners;

¥ Wells Fargo & Company, which owns shares of our Common Stock through its affiliates Wells Fargo Financial, Inc. and Wells Fargo Small Business Investment Company, Inc., and Wells Fargo Financial, Inc., which owns shares of our Common Stock in its own name; and

¥ Wachovia Corporation and WFS Financial, Inc., a subsidiary of Wachovia Corporation, which owns shares of our Common Stock through its affiliate WFS Web Investments.

These financing sources in the aggregate beneficially own 38.92% of our Common Stock as of April 20, 2006.

Transactions with Five Percent Stockholders that Have Financing Source Affiliates

We have entered into agreements with each of the automotive financing source affiliates of our 5% stockholders. Each has agreed to subscribe to and use our network to receive credit application data and transmit credit decisions electronically. Each agreement sets forth the responsibilities of each party with respect to the development of the interface between our computer system and the financing source customersÕ credit processing system and the terms and conditions governing our operation of and each financing source customersÕ subscription to and use of our system.

Under these agreements, the automotive financing source affiliates of our stockholders have Òmost favored nationÓ status, granting each of them the right to no less favorable pricing terms for our products and services than those granted by us to other financing sources, subject to limited exceptions. The agreements of the automotive financing source affiliates of our stockholders also restrict our ability to terminate such agreements.

ACF Investment Corp.

Current Equity Ownership. ACF Investment Corp. owns an aggregate of 2,644,242 shares or 7.42%,of our Common Stock.

Financing Source Customer. AmeriCredit Financial Services, Inc., an affiliate of ACF Investment Corp., is one of our financing source customers. For the year ended December 31, 2005, $5.7 million (4.8% of our total revenue) was earned from AmeriCredit Financial Services, Inc.

Capital One Auto Finance, Inc.

Current Equity Ownership. Capital One Auto Finance, Inc. owns an aggregate of 1,832,767 shares, or 5.15%, of our Common Stock.

Financing Source Customers. Capital One Auto Finance, Inc. and Onyx Acceptance Corporation, an affiliate of Capital One Auto Finance, Inc., are two of our financing source customers. For the year ended December 31, 2005, $7.5 million (6.3% of our total revenue) was earned from Capital One Auto Finance, Inc. and Onyx Acceptance Corporation, while it has been an affiliate of Capital One Auto Finance, Inc.

J.P. Morgan Partners

Current Equity Ownership. J.P. Morgan Partners owns an aggregate of 5,612,821 shares, or 15.76%, of our Common Stock.

Financing Source Customers. JPMorgan Chase Bank, N.A., which does business through Chase Auto Finance as three of our financing sources, Chase Custom Finance, Chase Prime and Subaru Motor Finance, is an affiliate of J.P. Morgan Partners. For the year ended December 31, 2005, $5.0 million (4.2% of our total revenue) was earned from Chase Auto Finance. We also provide web interface hosting services for Chase Auto Finance.

License Agreement. We license certain limited technology from an affiliate of J.P. Morgan Partners, which we obtained as a contributed asset during our initial capitalization. This license is royalty-free and perpetual. The license agreement restricts our ability to use this technology outside of the automotive finance industry. There are no payments or other ongoing consideration with respect to this license agreement.

Banking and Insurance. Since February 2001, JPMorgan Chase Bank, N.A. (successor by merger to Bank One, N.A.) has provided us with commercial banking and investment management services and from February 2001 through March 2005, JPMorgan Chase Bank, N.A. provided us with insurance-related products and services.

Underwriting and Credit Facilities. J.P. Morgan Securities Inc., an affiliate of J.P. Morgan Partners, was one of the underwriters of our initial public offering and received approximately $2.2 million in fees from us in connection with the offering. In addition, JPMorgan Chase Bank, N.A. is the administrative agent and letter of credit issuing bank and a lender under our credit facilities.

Wells Fargo Small Business Investment Company, Inc. and Wells Fargo Financial, Inc.

Current Equity Ownership. Wells Fargo & Company and its affiliates own an aggregate of 1,941,406 shares, or 5.45%, of our Common Stock.

Financing Source Customers. Wells Fargo & Company and Wells Fargo Financial, Inc., are both financing source customers of ours. Wells Fargo & Company, Wells Fargo Financial, Inc. and Wells Fargo SBIC are affiliates of each other. For the year ended December 31, 2005, $6.5 million (5.4% of our total revenue) was earned from Wells Fargo & Company and Wells Fargo Financial, Inc. We also provide web interface hosting services for Wells Fargo & Company.

Wachovia Corporation

Current Equity Ownership. WFS Web Investments, an affiliate of the Wachovia Corporation, owns an aggregate of 1,832,767 shares, or 5.15%, of our Common Stock.

Financing Source Customer. Wachovia Corporation and WFS Financial, Inc, an affiliate of WFS Web Investments, are both financing source customers of ours. For the year ended December 31, 2005 $3.0 million (2.5% of our total revenue) was earned from Wachovia Corporation and WFS Financial, Inc.

Underwriting and Credit Facilities. Wachovia Capital Markets, LLC, an affiliate of the Wachovia Corporation, was one of the underwriters of our initial public offering and received approximately $1.4 million in fees from us in connection with such offering. In addition, Wachovia Bank, National Association, is a lender under our credit facilities.

Transactions with Other Five Percent Stockholders

First American Credit Management Solutions, Inc.

Current Equity Ownership. CMSI owns an aggregate of 5,428,824 shares, or 15.24%, of our Common Stock.

Joint Marketing Agreement. We are a party with First Advantage CREDCO (ÒCREDCOÓ), formerly know as First American CREDCO, an affiliate of CMSI, to a Joint Marketing Agreement, dated as of March 19, 2003, and amended as of December 1, 2004, under which automotive dealers may use our web-based network to, among other things, electronically access a CREDCO credit report on a prospective customer. We earn revenue from CREDCO on a per transaction basis, each time a report is accessed. The total revenue and accounts receivable from CREDCO as of and for the year ended December 31, 2005 was $0.9 million and $0.2 million, respectively.

Under the Joint Marketing Agreement, we have agreed not to compete with CREDCO in certain circumstances in the marketing of consumer credit reports to our automobile dealer customers.

CreditReportPlus Agreement. We are party to an agreement with CreditReportPlus, LLC, an affiliate of CMSI, under which our dealer customers will be provided Credit Report Plus as our preferred provider of certain functionality related to credit reports. For the year ended December 31, 2005, revenue generated under this agreement was $0.6 million.

CMSI Agreements. We are party to agreements with CMSI under which CMSI provides us with certain integration, customer support and hosting services. Additionally, we use CMSIÕs software product eValuate as a verification tool with respect to data services and contract data. The total amount of expense for the year ended December 31, 2005 was approximately $56,000.

Non-Competition Agreement. As part of our acquisition of Credit Online, Inc. from CMSI, we entered into a non-competition agreement with CMSI and The First American Corporation, the former parent company of CMSI, under which we have agreed not to compete in the single financing source credit origination and/or credit decisioning system business and CMSI has agreed not to compete in the multi-financing source credit application processing business and other related businesses defined in the agreement.

Bar None Agreement. In February 2006, we entered into an agreement with Bar None, Inc., an affiliate of CMSI, under which we provide integration with respect to leads for automotive dealers generated through Bar None.

Director. Howard L. Tischler, Group President of First Advantage Dealer Services, an affiliate of CMSI, and from 2001 until September 2005, President and Chief Executive Officer of CMSI, has been our director since March 2003 pursuant to our stockholdersÕ agreement which terminated upon our initial public offering. CMSI no longer has the right to appoint a director to our board of directors. Mr. Tischler received 40,000 stock options and 3,500 shares of restricted Common Stock from us on May 26, 2005, pursuant to our 2005 Incentive Award Plan. Prior to May 26, 2005, Mr. Tischler had not received any compensation from us in connection with his service as a director other than the reimbursement of incurred expenses.

GRP II, L.P., GRP II Investors, L.P. and GRP II Partners, L.P.

Director. Steven J. Dietz, a Vice President of GRP Management Services, Inc., an affiliate of GRP II, L.P., GRP II Investors, L.P. and GRP II Partners, L.P., has been our director since April 2002 pursuant to our stockholdersÕ agreement which terminated upon our initial public offering. GRP II, L.P., GRP II Investors, L.P. and GRP II Partners, L.P., collectively, no longer have the right to appoint a director to our board of directors. Mr. Dietz received 40,000 stock options and 3,500 shares of restricted Common Stock from us on May 26, 2005, pursuant to our 2005 Incentive Award Plan. Prior to May 26, 2005, Mr. Dietz had not received any compensation from us in connection with his service as a director other than the reimbursement of incurred expenses.

Registration Rights

We are party to a Fourth Amended and Restated Registration Rights Agreement, dated March 19, 2003, among ACF Investment Corp., ADP, Inc., Capital One Auto Finance, Inc., DJR US, LLC, (formerly known as Automotive Lease Guide (alg), LLC), First American Credit Management Solutions, Inc., GRP II, L.P., GRP II Investors, L.P., GRP II Partners, L.P., J.P. Morgan Partners, Wells Fargo Financial, Inc., Wells Fargo Small Business Investment Company, Inc., WFS Web Investments, Janet Clarke, Robert J. Cox III, Mary Cirillo-Goldberg and Mark F. OÕNeil which provides for:

¥ An unlimited number of piggyback registrations pursuant to which we are required to register sales of a holderÕs shares under the Securities Act when we undertake a public offering either on our own behalf or on behalf of another stockholder, subject to the discretion of the managing underwriter of the offering to decrease the amount that holders may register, with priority given, in the case of a public offering undertaken on our own behalf, first to the shares to be sold by us, then to shares to be sold by the holders exercising these piggyback registration rights, and then to all other shares and, in the case of a public offering on behalf of another stockholder, first to the shares to be sold by such stockholder, then to shares to be sold by us, and then to all other shares;

¥ Two demand registrations pursuant to which we are required to register sales of a holderÕs shares under the Securities Act that would result in aggregate net proceeds of at least $30,000,000, subject to certain rights to delay up to 180 days the filing or effectiveness of any such registration statements; and

¥ One registration on Form S-3 (or equivalent short-form registration statement) per year pursuant to which we are required to register sales of a holderÕs shares under the Securities Act, subject to the aggregate market value (at the time of a holderÕs request) of the shares registered by such holder being no less than $5,000,000.

Generally, we have agreed to pay all expenses of any registration pursuant to the registration rights agreement, except that underwritersÕ discounts and commissions shall be borne pro rata by the parties selling shares pursuant to the applicable registration statement.