AMENDMENT NO. 3 TO CREDIT AGREEMENT
AND WAIVER
This Amendment
No. 3 and Waiver to Credit Agreement (this “
Agreement ”) dated as of February 15, 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.
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 and Amendment No. 2 to Credit Agreement
dated as of August 30, 2004 (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,
in respect of Amendment No. 2, the parties intended and agreed
that the Maturity Date under the Credit Agreement would be extended
for 180 days; and
WHEREAS,
Amendment No. 2 contained an scrivener’s error and
incorrectly stated that the Maturity Date was amended to be
“January 8, 2005” rather than
“February 15, 2005”; and
WHEREAS,
the Borrower desires to extend the Maturity Date until
August 15, 2005, and
WHEREAS,
the Borrower has requested that the Credit Agreement he amended to
reflect such extension in the Maturity Date;
WHEREAS,
on February 1, 2005, the Borrower acquired Fiducianet, Inc., a
Delaware corporation for a purchase price of 52,200,000 in cash and
25,533 share of common stock of the Borrower (the “Fiducianet
Acquisition”) ; and
WHEREAS,
the Borrower has requested that the Lenders waive the requirements
of the Pledge Agreement and Section 7.12 of the Credit
Agreement with respect to the Fiducianet Acquisition;
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, the Credit Agreement is hereby amended
as follows:
A.
Section 1.11 is amended to restate the definition of
“Maturity Date” in its entirety to read as
follows:
“Maturity
Date” means August 15, 2005.
B.
Section 8.03 is amended to restate clause (g) thereof in
its entirety to read as follows:
(g) unsecured
Indebtedness in an aggregate principal amount not to exceed (i)
51,500,000 at any time outstanding during the period from the
Closing Date through and including December 31, 2002 and (ii)
$2,500,000 at any time outstanding after December 31, 2002
(but excluding from such amount up to $3,000,000 of Indebtedness
owing to Bank of America, N.A., and incurred by the Borrower by an
assumption of debt on behalf of NeuStar Funding, which Indebtedness
was originally incurred by NeuStar Funding pursuant to a Credit
Agreement dated as of October 1, 2003);
2. Waiver
of Joinder and Other Requirements with Respect to Fiducianet
Acquisition . Subject to the terms and conditions set forth
herein, the Lenders hereby waive (i) any Default arising under
the Credit Agreement solely as a result of the Fiducianet
Acquisition and (ii) the requirements of Section 7..12 of
the Credit Agreement with respect to Fiducianet, Inc. In addition,
all requirements of the Pledge Agreement with respect to the
Subsidiary Securities of Fiducianet, Inc. are hereby
waived.
3.
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:
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