**Exhibit 10.38.1**

 

**AMENDMENT NO. 4 TO CREDIT AGREEMENT**

 

This AmendmentNo. 4 to Credit Agreement (this “Agreement”) dated as of August 12,2005 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 underthe laws of the United States (“Bank of America”), in its capacity asadministrative agent for the Lenders (as defined in the Credit Agreement (asdefined below)) (in such capacity, the “Administrative Agent”), and eachof the Lenders signatory hereto, and each of the Guarantors (as defined in theCredit Agreement) signatory hereto.

 

**W I T N ES S E T H:**

 

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

 

**WHEREAS**,the Maturity Date of such revolving credit facility is August 15, 2005;and

 

**WHEREAS,**the Borrower desires to extend the Maturity Date to February 10, 2006 andhas requested a reduction in the Applicable Rate; and

 

**WHEREAS,**the Borrower has requested that the Credit Agreement be amended to reflect suchextension in the Maturity Date ;

 

**NOW, THEREFORE,** inconsideration of the premises and further valuable consideration, the receiptand sufficiency of which is hereby acknowledged, the parties hereto agree asfollows:

 

1.                                       Amendmentsto Credit Agreement.  Subject to theterms and conditions set forth herein, Section 1.01 of the CreditAgreement is amended to restate the definitions of “Applicable Rate” and “MaturityDate” in their entirety to read as follows:

 

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“Applicable Rate” means,the following percentages per annum, based upon the Consolidated Leverage Ratioas set forth in the most recent Compliance Certificate received by theAdministrative Agent pursuant to Section 7.02(b):

 

**Applicable Rate**

 
| **Pricing  Level** | ** ** | **Consolidated  Leverage Ratio** | ** ** | **Commitment  Fee** | ** ** | **Eurodollar  Rate, LIBOR  Daily Floating  Rate and Letter  of Credit Fee** | ** ** | **Base Rate** | ** ** |
|--------------------|------------|----------------------------------|------------|---------------------|------------|-----------------------------------------------------------------------------|------------|---------------|------------|
| 1                  |       | <1.00:1                       |       | .200%               |       | 1.00%                                                                       |       | .000%         |       |
| 2                  |       | >1.00:1  but <1.50:1       |       | .250%               |       | 1.25%                                                                       |       | .000%         |       |
| 3                  |       | >1.50:1  but <2.00:1       |       | .250%               |       | 1.50%                                                                       |       | .250%         |       |
| 4                  |       | >2.00:1                       |       | .300%               |       | 1.75%                                                                       |       | .75%          |       |

 

Any increaseor decrease in the Applicable Rate resulting from a change in the ConsolidatedLeverage Ratio shall become effective as of the third Business Day immediatelyfollowing the date a Compliance Certificate is received by the AdministrativeAgent pursuant to Section 7.02(b);provided, however,that if a Compliance Certificate is not received by the Administrative Agentwhen due in accordance with such Section, then Pricing Level 4 shall apply asof the third Business Day after the date on which such Compliance Certificatewas required to have been delivered to the Administrative Agent until suchCompliance Certificate is delivered.

 

“Maturity Date” means February 10, 2006.

 

2.                                       Effectiveness;Conditions Precedent.  Theeffectiveness of this Agreement and the amendments to the Credit Agreementherein provided are subject to the satisfaction of the following conditionsprecedent:

 

(a)                                  theAdministrative Agent shall have received each of the following documents orinstruments in form and substance reasonably acceptable to the AdministrativeAgent:

 

(i)                                     four(4) original counterparts of this Agreement, duly executed by theBorrower, the Administrative Agent, each Guarantor and the Required Lenders;and

 

(ii)                                  suchother documents, instruments, opinions, certifications, undertakings, furtherassurances and other matters as the Administrative Agent shall reasonablyrequest; and

 

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

 

3.             Consentof the Guarantors.  Each Guarantorhereby consents, acknowledges and agrees to the amendments set forth herein andhereby confirms and ratifies in all respects the Guaranty to which suchGuarantor is a party  (including withoutlimitation the continuation of such Guarantor’s payment and performance whendue of the obligations thereunder upon and after the effectiveness of thisAgreement and the amendments contemplated hereby) and the enforceability ofsuch Guaranty against such Guarantor in accordance with its terms.

 

4.                                       Representationsand Warranties.  In order to inducethe Administrative Agent and the Lenders to enter into this Agreement, theBorrower represents and warrants to the Administrative Agent and the Lenders asfollows:

 

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

 

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

 

(c)                                  ThePersons appearing as Guarantors on the signature pages to this Agreementconstitute all Persons who are required to be Guarantors pursuant to the termsof the Credit Agreement and the other Loan Documents, (except as may have beenwaived in writing by the Required Lenders) including without limitation allPersons who became Subsidiaries or were otherwise required to become Guarantorsafter the Closing Date, and each of such Persons has become and remains a partyto a Guaranty as a Guarantor;

 

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

 

(e)                                  NoDefault or Event of Default has occurred and is continuing.

 

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5.                                       EntireAgreement.  This Agreement, togetherwith all the Loan Documents (collectively, the “Relevant Documents”),sets forth the entire understanding and agreement of the parties hereto inrelation to the subject matter hereof and supersedes any prior negotiations andagreements among the parties relating to such subject matter.  No promise, condition, representation orwarranty, express or implied, not set forth in the Relevant Documents shallbind 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 otherwiseexpressly stated in the Relevant Documents, no representations, warranties orcommitments, express or implied, have been made by any party to the other.  None of the terms or conditions of thisAgreement may be changed, modified, waived or canceled orally or otherwise,except in writing and in accordance with Section 11.01 of theCredit Agreement.

 

6.                                       FullForce and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, theCredit Agreement and all other Loan Documents are hereby confirmed and ratifiedin all respects and shall be and remain in full force and effect according totheir respective terms.

 

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

 

8.                                       GoverningLaw.  This Agreement shall in allrespects be governed by, and construed in accordance with, the laws of theState of New York applicable to contracts executed and to be performed entirelywithin such State, and shall be further subject to the provisions of Section 11.16of the Credit Agreement.

 

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

 

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

 

11.                                 Successorsand Assigns.  This Agreement shall bebinding upon and inure to the benefit of the Borrower, the Administrative Agentand each of the Guarantors and the Lenders, and their respective successors,legal representatives, and assignees to the extent such assignees are permittedassignees as provided in Section 11.07 of the Credit Agreement.

 

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I**N WITNESS WHEREOF**, the parties hereto have caused thisAmendment No. 3 to Credit Agreement and Waiver to be made, executed anddelivered by their duly authorized officers as of the day and year first abovewritten.

 
|       | **BORROWER:**                         |
|------------|---------------------------------------|
|       |                                  |
| ** ** | **NEUSTAR, INC.**                     |
| ** ** | ** **                            | ** ** |
|       | By:                                   | /s/ Jeffrey  A. Babka |   |
|       | Name:                                 | Jeffrey A.  Babka |
|       | Title:                                | Senior Vice  President and Chief Financial Officer |
|       |                                  |   |
|       |                                  |   |
|       | **GUARANTORS:**                       |
|       |                                  |   |
|       | **BIZTELONE, INC.**                   |
|       |                                  |   |
|       | By:                                   | /s/ Jeffrey  A. Babka |   |
|       | Name:                                 | Jeffrey A.  Babka |
|       | Title:                                | Chief  Financial Officer |
|       |                                  |   |
|       |                                  |   |
|       | **NIGHTFIRE ACQUISITION CORPORATION** |
|       |                                  |   |
|       | By:                                   | /s/ Jeffrey  A. Babka |   |
|       | Name:                                 | Jeffrey A.  Babka |
|       | Title:                                | Chief  Financial Officer |

 

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| ** ** | **ADMINISTRATIVE  AGENT:**                         |
|------------|----------------------------------------------------|
|       |                                               |   |
|       | **BANK OF AMERICA, N.A., as Administrative Agent** |
|       | ** **                                         |
|       | ** **                                         |
|       | By:                                                | /s/ Michael  D. Brannan |   |
|       | Name:                                              | Michael D.  Brannan |
|       | Title:                                             | Senior Vice  President |

 

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|   | **LENDERS:**              |
|--------|---------------------------|
|   |                      |   |
|   | **BANK OF AMERICA, N.A.** |
|   |                      |   |
|   |                      |   |
|   | By:                       | /s/ Barbara  P. Levy |   |
|   | Name:                     | Barbara P.  Levy |
|   | Title:                    | Senior Vice  President |

 

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