CERTAIN SUBSIDIARIES OF NEUSTAR,
INC.
JPMORGAN CHASE BANK,
N.A.,
Dated as of February 6,
2007
GUARANTEE
AGREEMENT, dated as of February 6, 2007 (as the same may be
amended, supplemented or otherwise modified from time to time, this
“ Agreement ”), made by each of the signatories
hereto (together with any other entity that may become a party
hereto as provided herein, the “ Guarantors ”),
in favor of JPMorgan Chase Bank, N.A., as administrative agent (in
such capacity, the “ Administrative Agent ”) for
the banks and other financial institutions or entities (the “
Lenders ”) from time to time parties to the Credit
Agreement, dated as of February 6, 2007 (as amended,
supplemented or otherwise modified from time to time, the “
Credit Agreement ”), among Neustar, Inc. (the “
Borrower ”), the Lenders and the Administrative Agent
for the ratable benefit of the Lenders and their respective
successors, indorsees, transferees and assigns.
WHEREAS,
pursuant to the Credit Agreement, the Lenders have severally agreed
to make extensions of credit to the Borrower upon the terms and
subject to the conditions set forth therein;
WHEREAS,
the Borrower is a member of an affiliated group of companies that
includes each Guarantor;
WHEREAS,
the proceeds of the extensions of credit under the Credit Agreement
have been and will be used in part to enable the Borrower to make
valuable transfers to one or more of the Guarantors in connection
with the operation of their respective businesses;
WHEREAS,
the Borrower and the Guarantors are engaged in related businesses,
and each Guarantor will derive substantial direct and indirect
benefit from the making of the extensions of credit under the
Credit Agreement; and
WHEREAS,
it is a condition precedent to the obligation of the Lenders to
make their respective extensions of credit to the Borrower under
the Credit Agreement that the Guarantors shall have executed and
delivered this Agreement to the Administrative Agent for the
ratable benefit of the Lenders;
NOW,
THEREFORE, in consideration of the premises and the Administrative
Agent and the Lenders having entered into the Credit Agreement and
to induce the Lenders to make their respective further extensions
of credit to the Borrower thereunder, each Guarantor hereby agrees
with the Administrative Agent, for the ratable benefit of the
Lenders, as follows:
1.1
Definitions . Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.
1.2 Other
Definitional Provisions . (a) The words
“hereof,” “herein”, “hereto”
and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not
to any particular provision of this Agreement, and Section and
Schedule references are to this Agreement unless otherwise
specified.
(b) The
meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.
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2.1
Guarantee . (a) Each of the Guarantors hereby, jointly
and severally, unconditionally and irrevocably, guarantees to the
Administrative Agent, for the ratable benefit of the Lenders and
their respective successors, indorsees, transferees and assigns,
the prompt and complete payment and performance by the Borrower
when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations. The guarantee provided under this
Agreement is a guarantee of payment and not of
collection.
(b) Anything
herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder
and under the other Loan Documents shall in no event exceed the
amount which can be guaranteed by such Guarantor under applicable
federal and state laws relating to the insolvency of debtors
without rendering its obligations hereunder subject to avoidance as
a fraudulent transfer or conveyance under Section 548 of the
Bankruptcy Code (Title 11, United States Code) or any comparable
provision of any Federal or state law (in each case, after giving
effect to the right of contribution established in
Section 2.2).
(c) Each
Guarantor agrees that the Obligations may at any time and from time
to time exceed the amount of the liability of such Guarantor
hereunder without impairing the guarantee contained in this
Section 2 or affecting the rights and remedies of the
Administrative Agent or any Lender hereunder.
(d) The
guarantee contained in this Section 2 shall remain in full
force and effect in accordance with Section 5.15 until all the
Obligations and the obligations of each Guarantor under the
guarantee contained in this Section 2 shall have been
satisfied by payment in full and the Commitments shall be
terminated, notwithstanding that from time to time during the term
of the Credit Agreement there may be no outstanding and unpaid
Obligations.
(e) No
payment made by the Borrower, any of the Guarantors, any other
guarantor or any other Person or received or collected by the
Administrative Agent or any Lender from the Borrower, any of the
Guarantors, any other guarantor or any other Person by virtue of
any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in
payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of any Guarantor
hereunder which shall, notwithstanding any such payment (other than
any payment made by such Guarantor in respect of the Obligations or
any payment received or collected from such Guarantor in respect of
the Obligations), remain liable for the Obligations up to the
maximum liability of such Guarantor hereunder until the Obligations
are paid in full and the Commitments are terminated.
2.2 Right of
Contribution . Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share
(as may be determined by the Borrower in its sole discretion) of
any payment made hereunder, such Guarantor shall be entitled to
seek and receive contribution from and against any other Guarantor
hereunder which has not paid its proportionate share of such
payment. Each Guarantor’s right of contribution shall be
subject to the terms and conditions of Section 2.3. The
provisions of this Section 2.2 shall in no respect limit the
obligations and liabilities of any Guarantor to the Administrative
Agent and the Lenders, and each Guarantor shall remain liable to
the Administrative Agent and the Lenders for the full amount
guaranteed by such Guarantor hereunder.
2.3 No
Subrogation . Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor
by the Administrative Agent or any Lender, no Guarantor shall be
entitled to be subrogated to any of the rights of the
Administrative Agent or any Lender against the Borrower or any
other Guarantor or any collateral security or guarantee or right of
offset held by the Administrative Agent or any Lender for the
payment of the Obligations, nor shall any Guarantor seek
or
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be entitled to
seek any contribution or reimbursement from the Borrower or any
other Guarantor in respect of payments made by such Guarantor
hereunder, until all amounts owing to the Administrative Agent and
the Lenders by the Borrower on account of the Obligations are paid
in full and the Commitments are terminated. If any amount shall be
paid to any Guarantor on account of such subrogation rights at any
time when all of the Obligations shall not have been paid in full,
such amount shall be held by such Guarantor for the benefit of the
Administrative Agent and the Lenders, segregated from other funds
of such Guarantor, and shall, forthwith upon receipt by such
Guarantor, be turned over to the Administrative Agent in the exact
form received by such Guarantor (duly indorsed by such Guarantor to
the Administrative Agent, if required), to be applied against the
Obligations, whether matured or unmatured, in such order as the
Administrative Agent may determine.
2.4 Amendments,
etc. with respect to the Obligations . Each Guarantor shall
remain obligated hereunder notwithstanding that, without any
reservation of rights against any Guarantor and without notice to
or further assent by any Guarantor, any demand for payment of any
of the Obligations made by the Administrative Agent or any Lender
may be rescinded by the Administrative Agent or such Lender and any
of the Obligations continued, and the Obligations, or the liability
of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived,
surrendered or released, and the Credit Agreement and the other
Loan Documents and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, for any reason whatsoever, and any
collateral security, guarantee or right of offset at any time held
by the Administrative Agent or any Lender for the payment of the
Obligations may be sold, exchanged, waived, surrendered or
released.
2.5 Guarantee
Absolute and Unconditional . Each Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the
Administrative Agent or any Lender upon the guarantee contained in
this Section 2 or acceptance of the guarantee contained in
this Section 2; the Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon
the guarantee contained in this Section 2; and all dealings
between the Borrower and any of the Guarantors, on the one hand,
and the Administrative Agent and the Lenders, on the other hand,
likewise shall be conclusively presumed to have been had or
consummated in reliance upon the guarantee contained in this
Section 2. Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to
or upon the Borrower or any of the Guarantors with respect to the
Obligations. Each Guarantor understands and agrees that the
guarantee contained in this Section 2 shall be construed as a
continuing, absolute and unconditional guarantee of payment without
regard to (a) the validity or enforceability of the Credit
Agreement or any other Loan Document, any of the Obligations or any
other collateral security therefor or guarantee or right of offset
with respect thereto at any time or from time to time held by the
Administrative Agent or any Lender, (b) any defense, set-off
or counterclaim (other than a defense of payment or performance)
which may at any time be available to or be asserted by the
Borrower or any other Person against the Administrative Agent or
any Lender, or (c) any other circumstance whatsoever (with
o
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