exv10w38w2



 




Exhibit 10.38.2



AMENDMENT NO. 5 TO CREDIT AGREEMENT



     This Amendment No. 5 to Credit Agreement (this “Agreement”) dated as of February 10,
2006 is made by and between NEUSTAR, INC., a Delaware corporation having its principal place of
business in Sterling, Virginia (the “Borrower”), and BANK OF AMERICA, N.A., a national
banking association organized and existing under the laws of the United States (“Bank of
America”), in its capacity as administrative agent for the Lenders (as defined in the Credit
Agreement (as defined below)) (in such capacity, the “Administrative Agent”), and each of
the Lenders signatory hereto, and each of the Guarantors (as defined in the Credit Agreement)
signatory hereto.



WITNESSETH:




     WHEREAS, the Borrower, the Administrative Agent and the Lenders have entered into that certain
Credit Agreement dated as of August 14, 2002, as amended by Amendment No. 1 to Credit Agreement
dated as of October 1, 2003, Amendment No. 2 to Credit Agreement dated as of August 30, 2004,
Amendment No. 3 to Credit Agreement and Waiver dated as of February 15, 2005 and Amendment No. 4 to
Credit Agreement dated as of August 12, 2005 (and as hereby amended and as from time to time
hereafter further amended, modified, supplemented, restated, or amended and restated the
“Credit Agreement”; capitalized terms used in this Agreement not otherwise defined herein
shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the
Lenders have made available to the Borrower a revolving credit facility, including a letter of
credit facility; and



     WHEREAS, the Maturity Date of such revolving credit facility is February 10, 2006; and




     WHEREAS, the Borrower has requested that the Credit Agreement be amended to extend the
Maturity Date to August 10, 2006;



     NOW, THEREFORE, in consideration of the premises and further valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



     1. Amendment to Credit Agreement. Subject to the terms and conditions set forth
herein. Section 1.01 of the Credit Agreement is amended to restate the definitions of “Maturity
Date” in its entirety to read as follows:



          “Maturity Date” means August 10, 2006.




     2. Effectiveness: Conditions Precedent. The effectiveness of this Agreement and the
amendments to the Credit Agreement herein provided are subject to the satisfaction of the following
conditions precedent:




     (a) the Administrative Agent shall have received each of the following documents or
instruments in form and substance reasonably acceptable to the Administrative Agent:



 









 






	 	(i)	 	four (4) original counterparts of this
Agreement, duly executed by the Borrower, the Administrative Agent,
each Guarantor and the Required Lenders; and
	 
	 	(ii)	 	such other documents, instruments, opinions,
certifications, undertakings, further assurances and other matters as
the Administrative Agent shall reasonably request: and






     (b) all fees and expenses payable to the Administrative Agent and the Lenders
(including the reasonable fees and expenses of counsel to the Administrative Agent estimated
to date) shall have been paid in full (without prejudice to final settling of accounts for
such fees and expenses).



     3. Consent of the Guarantors. Each Guarantor hereby consents, acknowledges and agrees
to the amendments set forth herein and hereby confirms and ratifies in all respects the Guaranty to
which such Guarantor is a party (including without limitation the continuation of such Guarantor’s
payment and performance when due of the obligations thereunder upon and after the effectiveness of
this Agreement and the amendments contemplated hereby) and the enforceability of such Guaranty
against such Guarantor in accordance with its terms.



     4. Representations and Warranties. In order to induce the Administrative Agent and
the Lenders to enter into this Agreement, the Borrower represents and warrants to the
Administrative Agent arid the Lenders as follows:




     (a) The representations and warranties made by the Borrower in Article VI of the Credit
Agreement and in each of the other Loan Documents to which it is a party are true and
correct on and as of the date hereof, except to the extent that such representations and
warranties expressly relate to an earlier date;




     (b) Since the date of the most recent financial reports of the Borrower delivered
pursuant to Section 7.01 of the Credit Agreement, no act, event, condition or circumstance
has occurred or arisen which, singly or in the aggregate with one or more other acts,
events, occurrences or conditions (whenever occurring or arising), has had or could
reasonably be expected to have a Material Adverse Effect;




     (c) The Persons appearing as Guarantors on the signature pages to this Agreement
constitute all Persons who are required to be Guarantors pursuant to the terms of the Credit
Agreement and the other Loan Documents, (except as may have been waived in writing by the
Required Lenders) including without limitation all Persons who became Subsidiaries or were
otherwise required to become Guarantors after the Closing Date, and each of such Persons has
become and remains a party to a Guaranty as a Guarantor;




     (d) This Agreement has been duly authorized, executed and delivered by the Borrower and
the Guarantors and constitutes a legal, valid and binding obligation of such parties, except
as may be limited by general principles of equity or by the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’
rights generally; and



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     (e) No Default or Event of Default has occurred and is continuing.



     5. Entire Agreement. This Agreement, together with all the Loan Documents
(collectively, the “Relevant Documents”), sets forth the entire understanding and agreement
of the parties hereto in relation to the subject matter hereof and supersedes any prior
negotiations and agreements among the parties relating to such subject matter. No promise,
condition, representation or warranty, express or implied, not set forth in the Relevant Documents
shall bind any party hereto, and no such party has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except as otherwise
expressly stated in the Relevant Documents, no representations, warranties or commitments, express
or implied, have been made by any party to the other. None of the terms or conditions of this
Agreement may he changed, modified, waived or canceled orally or otherwise, except in writing and
in accordance with Section 11.01 of the Credit Agreement.



     6. Full Force and Effect of Agreement. Except as hereby specifically amended,
modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed
and ratified in all respects and shall he and remain in full force and effect according to their
respective terms.



     7. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original as against any party whose signature appears thereon, and all
of which shall together constitute one and the same instrument.



     8. Governing Law. This Agreement shall in all respects be governed by, and construed
in accordance with, the laws of the State of New York applicable to contracts executed and to be
performed entirely within such State, and shall be further subject to the provisions of Section
11.16 of the Credit Agreement.



     9. Enforceability. Should any one or more of the provisions of this Agreement be
determined to be illegal or unenforceable as to one or more of the parties hereto, all other
provisions nevertheless shall remain effective and binding on the panics hereto.



     10. References. All references in any of the Loan Documents to the “Credit Agreement”
shall mean the Credit Agreement, as amended hereby.



     11. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Borrower, the Administrative Agent and each of the Guarantors and the Lenders, and
their respective successors, legal representatives, and assignees to the extent such assignees are
permitted assignees as provided in Section 11.07 of the Credit Agreement.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to Credit Agreement to
be made, executed and delivered by their duly authorized officers as of the day and year first
above written.



BORROWER:




NEUSTAR, INC.




By: /s/ Jeffrey Babka                    

Name: Jeffrey Babka

Title: CFO




GUARANTORS:




BIZTELONE, INC.




By: /s/ Jeffrey Babka                    

Name: Jeffrey Babka

Title: CFO




NIGHTFIRE ACQUISITION CORPORATION




By: /s/ Jeffrey Babka                    

Name: Jeffrey Babka

Title: CFO




 









 





ADMINISTRATIVE
AGENT:




BANK
OF AMERICA, N.A. as Administrative Agent




By: /s/ Barbara P. Levy                    

Name: Barbara P. Levy

Title: Senior Vice President





 









 





LENDERS:




BANK OF AMERICA, N.A.




By: /s/ Barbara P. Levy                    

Name: Barbara P. Levy

Title: Senior Vice President