Exhibit 10.38.1


 


AMENDMENT NO. 4 TO CREDIT AGREEMENT


 


This Amendment
No. 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 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.


 


W I T N E
S S E T H:


 


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, and
Amendment 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 “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 August 15, 2005;
and


 


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


 


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


 


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.                                       Amendments
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 “Applicable Rate” and “Maturity
Date” in their entirety to read as follows:


 





















 


“Applicable Rate” means,
the following percentages per annum, based upon the Consolidated Leverage Ratio
as set forth in the most recent Compliance Certificate received by the
Administrative 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 increase
or decrease in the Applicable Rate resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the third Business Day immediately
following the date a Compliance Certificate is received by the Administrative
Agent pursuant to Section 7.02(b);  provided, however,
that if a Compliance Certificate is not received by the Administrative Agent
when due in accordance with such Section, then Pricing Level 4 shall apply as
of the third Business Day after the date on which such Compliance Certificate
was required to have been delivered to the Administrative Agent until such
Compliance Certificate is delivered.


 


“Maturity Date” means February 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


 


2





















 


(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 and 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


 


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


 


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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 be 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 be 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 parties 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. 3 to Credit Agreement and Waiver 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
  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

  



 


1





















 


	
   

  	
  ADMINISTRATIVE
  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  D. Brannan

  	
   

  
	
   

  	
  Name:

  	
  Michael D.
  Brannan

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  



 


2





















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barbara
  P. Levy

  	
   

  
	
   

  	
  Name:

  	
  Barbara P.
  Levy

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  



 


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