Exhibit 10.31.1**EXECUTION COPYFIRST AMENDMENT AGREEMENT          FIRST AMENDMENT AGREEMENT (this “Amendment”), dated as of July 20, 2007 (the“Amendment”), to the Credit Agreement (“Credit Agreement”) entered into as ofFebruary 6, 2007, among NEUSTAR, INC., a Delaware corporation (the “Borrower”), each lenderfrom 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/CIssuer (the “Administrative Agent”).WITNESSETH:     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the CreditAgreement;     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 andconditions set forth herein;     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, theBorrower, the Lenders and the Administrative Agent hereby agree as follows:          1. Defined terms. Unless otherwise defined herein, all capitalized terms used hereinshall 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 ishereby amended by (i) deleting the figure “$5,000,000” and inserting in lieu thereof thefigure “$20,000,000” and (ii) deleting the figure “$20,000,000” and inserting in lieu thereofthe figure “$50,000,000”.          3. Amendment to Section 7.03(e). Section 7.03(e) of the Credit Agreement ishereby 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 herebyamended 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 herebyamended 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 amendedby (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 besubject to the satisfaction of each of the following terms and conditions and shall not beeffective unless and until each of the following terms and conditions shall have been satisfied tothe satisfaction of the Administrative Agent and each of the Lenders:

 

2          (a) Receipt by the Administrative Agent of (i) this Amendment duly executed by each partyhereto 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 withthe 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, theAdministrative Agent.          8. Representations and Warranties.          To induce the Lenders parties hereto to enter into this Amendment, the Borrower herebyrepresents and warrants to the Administrative Agent and the Lenders as of the First AmendmentEffective Date that the representations and warranties made by the Borrower in the Credit Agreementare 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 onand as of the First Amendment Effective Date, except to the extent that such representations andwarranties specifically refer to an earlier date, in which case they shall be true and correct inall material respects as of such earlier date, and except that the representations and warrantiescontained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recentstatements 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 notbe deemed to (i) be a consent to or a waiver of any other term or condition of the Credit Agreementor any other Loan Document or (ii) prejudice any right or rights which any Lender may now have ormay 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 DELIVEREDIN CONNECTION WITH THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OFTHE STATE OF NEW YORK.          (c) The provisions of this Amendment are severable, and if any clause or provision shall beheld invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity orunenforceability shall affect only such clause, provision or part in such jurisdiction and shallnot in any manner affect such clause, provision or part in any other jurisdiction or any otherclause or provision in this Amendment in any jurisdiction.

 

3          (d) This Amendment shall be binding upon and inure to the benefit of the each Borrower andtheir respective successors and to the benefit of, the Administrative Agent and the Lenders andtheir respective successors and assigns. The rights and obligations of each Borrower under thisAmendment shall not be assigned or delegated without the prior written consent of theAdministrative Agent and the Lenders, and any purported assignment or delegation without suchconsent shall be void. This Amendment may be signed in any number of counterparts with the sameeffect as if all parties to this Amendment signed the same counterpart.          (e) The Borrower agrees to pay the Administrative Agent upon demand all reasonableexpenses, including reasonable out of pocket fees of attorneys and paralegals to theAdministrative Agent, incurred by the Administrative Agent in connection with the preparation,negotiation and execution of this Amendment and any agreements, instruments and documents executedor furnished in connection with this Amendment.

 

4          IN WITNESS WHEREOF, the parties hereto have caused a counterpart of this Amendment to be dulyexecuted and delivered as of the date first above written.      NEUSTAR, INC., as Borrower**