exv10w31w1



 





Exhibit 10.31.1




EXECUTION COPY




FIRST AMENDMENT AGREEMENT




          FIRST AMENDMENT AGREEMENT (this “Amendment”), dated as of July 20, 2007 (the
“Amendment”), to the Credit Agreement (“Credit Agreement”) entered into as of
February 6, 2007, among NEUSTAR, INC., a Delaware corporation (the “Borrower”), each lender
from time to time party thereto (collectively, the “Lenders” and individually, a
“Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer (the “Administrative Agent”).



WITNESSETH:




     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit
Agreement;



     WHEREAS, the Borrower has requested an amendment to the Credit Agreement; and



     WHEREAS, the Lenders are willing to agree to such amendments, subject to the terms and
conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the
Borrower, the Lenders and the Administrative Agent hereby agree as follows:



          1. Defined terms. Unless otherwise defined herein, all capitalized terms used herein
shall have the meanings given to them in the Credit Agreement.



          2. Amendment to Section 7.02(g). Section 7.02(g) of the Credit Agreement is
hereby amended by (i) deleting the figure “$5,000,000” and inserting in lieu thereof the
figure “$20,000,000” and (ii) deleting the figure “$20,000,000” and inserting in lieu thereof
the figure “$50,000,000”.



          3. Amendment to Section 7.03(e). Section 7.03(e) of the Credit Agreement is
hereby amended by deleting the figure “$25,000,000” and inserting in lieu thereof the figure
“$40,000,000”.



          4. Amendment to Section 7.03(l). Section 7.03(1) of the Credit Agreement is hereby
amended by deleting the figure “$5,000,000” and inserting in lieu thereof the figure
“$[20,000,000]”.



          5. Amendment to Section 7.03(m). Section 7.03 (m) of the Credit Agreement is hereby
amended by deleting the figure “$10,000,000” and inserting in lieu thereof the figure
“$20,000,000”.



          6. Amendment to Section 7.12. Section 7.12 of the Credit Agreement is hereby amended
by (i) deleting the figure “$30,000,000” and inserting in lieu thereof the figure “$50,000,000”;
and (ii) deleting the figure “$10,000,000” and inserting in lieu thereof the figure “$20,000,000”.



          7. Conditions of Amendment.



          The effectiveness of this Amendment (the “First Amendment Effective Date”) shall be
subject to the satisfaction of each of the following terms and conditions and shall not be
effective unless and until each of the following terms and conditions shall have been satisfied to
the satisfaction of the Administrative Agent and each of the Lenders:









 



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          (a) Receipt by the Administrative Agent of (i) this Amendment duly executed by each party
hereto and an (ii) Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto,
duly executed by each party thereto.



          (b) The Borrower shall pay all accrued and unpaid fees, costs and expenses in connection with
the Amendment and the transactions contemplated thereby to the extent then due and payable,
together with the reasonable out of pocket legal fees of counsel to, and expenses of, the
Administrative Agent.



          8. Representations and Warranties.



          To induce the Lenders parties hereto to enter into this Amendment, the Borrower hereby
represents and warrants to the Administrative Agent and the Lenders as of the First Amendment
Effective Date that the representations and warranties made by the Borrower in the Credit Agreement
are true and correct in all material respects on and as of the First Amendment Effective Date,
after giving effect to the effectiveness of this Amendment to the Credit Agreement, as if made on
and as of the First Amendment Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct in
all material respects as of such earlier date, and except that the representations and warranties
contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b): respectively, of Section 6.01.



          9. Miscellaneous.



          (a) The amendments set forth in this Amendment are limited precisely as written and shall not
be deemed to (i) be a consent to or a waiver of any other term or condition of the Credit Agreement
or any other Loan Document or (ii) prejudice any right or rights which any Lender may now have or
may have in the future under or in connection with the Credit Agreement or any other Loan Document.



          (b) THIS AMENDMENT AND ALL OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED
IN CONNECTION WITH THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.



          (c) The provisions of this Amendment are severable, and if any clause or provision shall be
held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause, provision or part in such jurisdiction and shall
not in any manner affect such clause, provision or part in any other jurisdiction or any other
clause or provision in this Amendment in any jurisdiction.









 



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          (d) This Amendment shall be binding upon and inure to the benefit of the each Borrower and
their respective successors and to the benefit of, the Administrative Agent and the Lenders and
their respective successors and assigns. The rights and obligations of each Borrower under this
Amendment shall not be assigned or delegated without the prior written consent of the
Administrative Agent and the Lenders, and any purported assignment or delegation without such
consent shall be void. This Amendment may be signed in any number of counterparts with the same
effect as if all parties to this Amendment signed the same counterpart.



          (e) The Borrower agrees to pay the Administrative Agent upon demand all reasonable
expenses, including reasonable out of pocket fees of attorneys and paralegals to the
Administrative Agent, incurred by the Administrative Agent in connection with the preparation,
negotiation and execution of this Amendment and any agreements, instruments and documents executed
or furnished in connection with this Amendment.









 



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          IN WITNESS WHEREOF, the parties hereto have caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.



	 	 	 	 	 
	 	NEUSTAR, INC., as Borrower

 	 
	 	By:  	/s/ Jeffrey A. Babka
 	 
	 	 	Name:  	Jeffrey A. Babka 	 
	 	 	Title:  	SVP & CFO 	 
	 










 



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	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Leader and L/C Issuer

 	 
	 	By:  	/s/ TINA L. RUYTER
 	 
	 	 	Name:  	TINA L. RUYTER 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 











 



 6

	 	 	 	 	 
	 	Signature page to the First Amendment

dated as of the day and year first above written to the

NEUSTAR, INC. Credit Agreement
 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	/s/ Yvonne Tilden
 	 
	 	 	Name:  	Yvonne Tilden 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Andreas Neumeier
 	 
	 	 	Name:  	Andreas Neumeier 	 
	 	 	Title:  	Director 	 
	 











 



 6

	 	 	 	 	 
	 	Signature page to the First Amendment

dated as of the day and year first above written to the

NEUSTAR, INC. Credit Agreement
 	 
	 	
CREDIT SUISSE, NEW YORK BRANCH

 	 
	 	By:  	/s/ Alain Daoust
 	 
	 	 	Name:  	Alain Daoust 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Jay Chall
 	 
	 	 	Name:  	Jay Chall 	 
	 	 	Title:  	Director 	 
	 











 



 7

	 	 	 	 	 
	 	Signature page to the First Amendment

dated as of the day and year first above written to the

NEUSTAR, INC. Credit Agreement
 	 
	 	
SUN TRUST BANK

 	 
	 	By:  	/s/ PAUL DEERIN
 	 
	 	 	Name:  	PAUL DEERIN 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 











 



 


ACKNOWLEDGMENT AND CONFIRMATION




          1. Reference is made to the First Amendment, dated as of July 20, 2007 (the “First
Amendment”), to the Credit Agreement (“Credit Agreement”) entered into as of February
6, 2007, among Neustar, Inc., a Delaware corporation (the “Borrower”), each lender from
time to time party thereto (collectively, the “Lenders” and individually, a
“Lender”), and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer (the “Administrative Agent”). Unless otherwise defined herein, capitalized
terms that are defined in the Credit Agreement are used herein as therein defined.




          2. Each of the parties hereto hereby (a) consents to the transactions contemplated by the
First Amendment and (b) agrees that such party’s obligations under the Guaranty shall remain in
full force and effect after giving effect to the First Amendment.




          3. THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK




          4. This Acknowledgment and Confirmation may be executed by one or more of the parties hereto
on any number of separate counterparts (including by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.




          IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Confirmation to be
duly executed and delivered by their proper and duly authorized officers as of the day and year
first above written.




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	 	NEULEVEL, INC.

 	 
	 	By:  	/s/ Jeffrey A. Babka
 	 
	 	 	Name:  	Jeffrey A. Babka 	 
	 	 	Title:  	SVP & CFO 	 
	 
	 	ULTRADNS CORPORATION

 	 
	 	By:  	/s/ Jeffrey A. Babka
 	 
	 	 	Name:  	Jeffrey A. Babka 	 
	 	 	Title:  	SVP & CFO 	 
	 
	 	NEUSTAR NGM SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 










 



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	 	NEULEVEL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ULTRADNS CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NEUSTAR NGM SERVICES, INC.

 	 
	 	By:  	/s/ C. H. WHIFFIN
 	 
	 	 	Name:  	C. H. WHIFFIN 	 
	 	 	Title:  	C.F.O.