exv10w61w1






Exhibit 10.61.1




FIRST AMENDMENT TO LEASE

(Ridgetop Three Office Building, Sterling, Virginia)




     THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made as of July 15, 2010 and is
by and between RIDGETOP THREE, L.L.C. (“Landlord”) and NEUSTAR, INC. (“Tenant”).



RECITALS




     A. By Lease dated as of January 20, 2010 (the “Original Lease”) the
Landlord leased to the Tenant the building known as Ridgetop Three having a street
address of 21575 Ridgetop Circle, Sterling, Virginia 21066.



     B. The Original Lease provides for an Initial Term (as defined in Section 1.5
of the Original Lease) that is to begin on October 1, 2010. The Landlord and the Tenant
now desire that that date be changed to November 1, 2010.



     NOW, THEREFORE, THIS FIRST AMENDMENT WITNESSETH, that for Five Dollars ($5.00) and other good
and valuable consideration paid by each of the parties to the other, the parties agree as follows:



     1. Section 1.4. Landlord and Tenant acknowledge and agree that upon signing the Lease
Landlord provided Tenant limited access to the Premises for purposes of review and design of the
Premises (and not for the purposes of construction of Tenant Improvements). By entering into this
Amendment, Landlord and Tenant desire to further restrict Tenant’s access to the Premises as more
particularly set forth herein. Accordingly, Landlord and Tenant acknowledge and agree to the
following:




     A. The first paragraph of Section 1.4 of the Original Lease is hereby
deleted in its entirety.



 









 






     B. The second paragraph of Section 1.4 of the Original Lease is
hereby deleted in its entirety, and the following inserted in its place:




     “1.4
Landlord Work. Landlord shall at its sole cost and expense
deliver possession of the Premises to Tenant on the Initial Term Beginning Date
in the following condition:”




     C. Throughout the Lease, all references to “Construction Period
Beginning Date” shall be changed to “Initial Term Beginning Date”.




     D. The last sentence of Section 1.4(a) is hereby deleted in its entirety
and the following inserted in its place:




“Tenant acknowledges that, except for the one inch horizontal mini blinds, to
Tenant’s knowledge all of the Landlord’s Work has been completed.”




     E. A new Section 1.4(c) is hereby inserted into the Lease, to
read as follows:




     “c. Tenant has gained access to the Premises, and hereby agrees to
indemnify, protect, defend and hold Landlord harmless from and against any
liability, claims, damages and expenses arising from the negligent actions or
omissions of Tenant and any Architect/Engineers and/or Tenant’s Agents on the
Premises or in the Building. On and after the date of this Amendment, only with
Landlord’s prior consent, not to be unreasonably withheld, conditioned or
delayed, Tenant may access the Premises prior to the Initial Term Beginning Date,
but only for the limited purposes



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of review and design of the Premises (and not for the purposes of construction of Tenant
Improvements) (the “Limited Access Period”). All of the covenants, terms and conditions of the
Lease shall apply during the Limited Access Period, except that no monthly installment of Rent or
Additional Rent, or any other cost or charge of any kind, shall be due and payable during the
Limited Access Period. Landlord shall have the right to inspect the Premises at any time during the
Limited Access Period. If Tenant has damaged the Premises in any way then Landlord shall so notify
Tenant within ten (10) days following such inspection, and, in addition to all obligations and
covenants of Tenant set forth in the Lease, Tenant shall (1) promptly repair any such damage; and
(2) indemnify, protect, defend and hold Landlord harmless from any costs, expenses, and liabilities
of any kind (including reasonable attorney’s fees) arising from such damage. On and after the
Initial Term Beginning Date, Tenant shall have all possessory and other rights arising from the
Lease, including without limitation the right to commence construction activities at the Premises,
all subject to the terms and conditions of the Lease. As stated in Section 5.7 of the Lease, by the
Initial Term Beginning Date, each party shall give certificates of insurance to the other party.”



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     2. The date October 1, 2010 that appears twice in the second line of Section
1.5 of the Original Lease is hereby deleted and the date November 1, 2010 is inserted in
lieu thereof, it being intended that the Initial Term will begin on November 1, 2010.



     3. In the penultimate line of Section 1.6, the phase “the Construction Period
Right of Entry,” is hereby deleted in its entirety and replaced with “Limited Access
Period”.



     4. The date October 1, 2010 that appears in the first line of Subsection (a) of
Section 2.1 of the Original Lease is hereby deleted and the date November 1, 2010 is
inserted in lieu thereof, it being intended that no Rent shall accrue during the period
beginning on November 1, 2010 and ending on January 31, 2011.



     5. Section 5.6(h) is hereby revised to read as follows:




“(h) be maintained during the entire Term and any extension Terms.”



     6. The Landlord and Tenant hereby acknowledge and agree that the Original
Lease, as amended by this First Amendment, shall for purposes of Section 55-2 of the
Code of Virginia (1950), as amended, be deemed a Deed of Lease.



     7. The Original Lease is amended by this First Amendment and is hereby
ratified and confirmed by the Landlord and Tenant, and the same shall remain in full
force and effect.



     8. This First Amendment may be executed in counterparts that, together,
shall constitute a single instrument.



[SIGNATURES APPEAR ON THE FOLLOWING PAGE]




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	WITNESS:	 	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Jackie Youngcourt	 	 	 	RIDGETOP THREE, L.L.C.	 	 
	 


	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Robert A. Bavar
 

	 	 
	 	 	 	 	 	 	Robert A. Bavar, Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	NEUSTAR, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Bryan Carter
	 	 	 	By:
	 	/s/ Paul S. Lalljie
	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Paul S. Lalljie, Senior VP & CFO	 	 







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