Exhibit
10.1


 


FIRST AMENDMENT TO CREDIT FACILITY AGREEMENT


 


Reference
is made to the Credit Facility Agreement dated as of August 30, 2006 by
and between TechTarget, Inc., a Delaware Corporation (the “Borrower”) and
Citizens Bank of Massachusetts (the “Bank”), which Credit Facility Agreement is
referred to herein as the “Credit Agreement.” Capitalized terms used in this
Amendment and not otherwise defined herein shall bear the same respective
definitions as set forth in the Credit Agreement.


 


WHEREAS,
the parties desire to effect certain changes to the terms of the Credit Agreement,
including changes to the terms and conditions of the Credit Line and the Term
Loan.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
which is hereby acknowledged, the parties to the Credit Agreement hereby agree
as follows:


 


1.
 Section 1, entitled “Definitions”
is hereby amended as follows:


 


a.                                           The definition
of “Applicable LIBOR Margin” is hereby deleted and there shall be
substituted for such definition the following:


 


“Applicable
LIBOR Margin” means the applicable margin as set forth in Section 2.4
below.”


 


b.                                      A definition
for “Net Cash and Investments” is hereby inserted in appropriate
alphabetical order:


 


“Net
Cash and Investments” means cash on hand, demand deposit accounts and the
market value of any of the following owned by the Borrower: publicly traded
securities, mutual funds, money market investments and fixed income securities
issued by any publicly traded entity or by any government or government agency,
less Total Funded Debt.


 


c.                                       The definition
of “Qualified Acquisition” is hereby deleted and there shall be
substituted for such definition the following:


 


“Qualified
Acquisition” shall mean a non-hostile (pursuant to an agreement with the
target) acquisition of stock or assets in substantially the same or
complementary to the line of business of the Borrower at a time when no Default
or Event of Default has occurred and is continuing, including but not limited
to financial covenants on both an actual basis and calculated on a pro-forma
combined or consolidated basis with the Borrower immediately following such
acquisition. Further to constitute a Qualified Acquisition either (a) Net
Cash and Investments must equal or exceed $50,000,000 immediately following
consummation of the acquisition, and treating all payments required to be made
within six (6) months after the closing of the transaction as being
disbursed at closing or (b) the acquisition does not exceed $10,000,000 in
total aggregate consideration (including but not limited to deferred and
contingent payments and


 

















 


indebtedness
assumed) (“Total Purchase Consideration”) and Total Purchase Consideration for
all acquisitions during such fiscal year do not exceed $25,000,000. To the extent
the EBITDA of an Acquisition is negative for the Acquisition Test Period, in
order to constitute a Qualified Acquisition, such negative EBITDA must be less
than (a) $1,000,000 for the Acquisition Test Period, and (b) collectively,
all Acquisitions with negative EBITDA may not have combined negative EBITDA of
more than $2,000,000 for the Acquisition Test Period for the respective
Acquisitions. “Acquisition Test Period” means the twelve (12) full calendar
months immediately preceding the date of the respective Acquisition.


 


d.                                      A definition
for “Total Funded Debt” is hereby inserted in appropriate alphabetical
order:


 


“Total
Funded Debt” means all liabilities for borrowed money, including but not
limited to liabilities under this Agreement and all liabilities for leases
required to be capitalized under GAAP.”


 


2.  Section 2.4 entitled “Interest Generally”
is amended by adding the following immediately after the last sentence of such Section 2.4:


 


“As
used herein, the term Applicable LIBOR Margin shall mean the margin determined
by reference to the following table determined by the ratio of Total Funded
Debt to EBITDA for the preceding four fiscal quarters of the Borrower:


 


	
   

  	
  Level

  	
   

  	
  Ratio

  	
   

  	
  Applicable
  LIBOR Margin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  I

  	
   

  	
  Equal
  to or greater than 2.0:1

  	
   

  	
  1.50

  	
  %

  
	
   

  	
  II

  	
   

  	
  Less
  than 2.0:1 but greater than or equal to 1.0:1

  	
   

  	
  1.375

  	
  %

  
	
   

  	
  III

  	
   

  	
  Less
  than 1.0:1

  	
   

  	
  1.25

  	
  %

  



 


3.
 Section 2.10 is hereby amended by
deleting the existing provisions thereof and substituting therefor the
following:


 


“2.10
Unused Line Fee. The Borrower hereby agrees to pay the Bank a fully
earned and non-refundable unused line fee at the applicable per annum rate as
set forth in the following table as applied to the difference between (i) $20,000,000
and (ii) the outstanding principal amount of the sum of the Advances and
Letters of Credit outstanding, which fee shall accrue and be charged to and
paid by Borrower on a quarterly basis in arrears. Such rate shall be measured
by the ratio of Total Funded Debt to EBITDA for the preceding four fiscal quarters
of the Borrower:


 


2

















 


	
   

  	
  Level

  	
   

  	
  Ratio

  	
   

  	
  Per
  Annum Unused Line Fee

  Rate

  	
   

  
	
   

  	
  I

  	
   

  	
  Equal
  to or greater than 2.0:1

  	
   

  	
  0.35

  	
  %

  
	
   

  	
  II

  	
   

  	
  Less
  than 2.0:1 but greater than or equal to 1.0:1

  	
   

  	
  0.30

  	
  %

  
	
   

  	
  III

  	
   

  	
  Less
  than 1.0:1

  	
   

  	
  0.25

  	
  %

  



 


4.  The following Section, to be designated as Section 2.11
shall be added to the Credit Agreement:


 


2.11.
Calculating the Ratio of Total Funded Debt to EBITDA. For purposes of
calculating the ratio of Total Funded Debt to EBITDA under Sections 2.4 and
2.10, the Bank shall utilize the financial statements and corresponding
Compliance Certificate for the most recent fiscal quarter as submitted by the
Borrower, which change in Applicable LIBOR Margin or unused line fee shall be
effective on the first Business Day of the calendar month following receipt of
such financial statements by the Bank. If by the first Business Day of a month
following the due date of the financial statements, the financial statements
and Compliance Certificate due have not been received, then the Applicable
LIBOR Margin and unused line fee shall be determined as if Level I were
applicable, from such day until the first Business Day of the calendar month
following actual receipt. If a party determines in good faith or obtains knowledge
that any information contained in any Compliance Certificate was untrue or
incorrect in any respect and that the calculation of the ratio on which the
Applicable LIBOR Margin or unused line fee for any particular period was determined
was inaccurate and, as a consequence thereof, the Applicable LIBOR Margin or
line fee was incorrect, the parties shall recalculate the Applicable LIBOR
Margin and unused line fee for such period.


 


5.                                      Sections 12A.3(a) and
12A.3(b) are hereby amended to read in their entirety as follows:


 


“(a)                           Quarterly,
within forty-five (45) days after the end of each of the first three fiscal
quarters of the Borrower, a management-prepared consolidated balance sheet for
Borrower and the Subsidiaries and a consolidated statement of income and
expense, and consolidated statement of cash flow for the quarter then ended and
year to date and with consolidating data for Borrower and each Subsidiary,
(with such detail as the Bank may reasonably require) together with a Covenant
Compliance Certificate in the form of Exhibit 12.A.3(a), certified
to fairly present the financial condition of Borrower by its Chief Financial
Officer, subject to normal year end audit adjustments and the absence of
footnotes. Such report shall be accompanied by any other material submitted to
the Securities and Exchange Commission on Form 10-Q.


 


3

















 


(b)                                 Within ninety
(90) days after the end of each fiscal year of Borrower, a consolidated
financial statement for such year for Borrower and the Subsidiaries,
consolidated statement of income and expense and a consolidated statement of
cash flow, in accordance with GAAP, with an audit report thereon by an
independent certified public accountant selected by Borrower and reasonably
satisfactory to Bank, such statements to including consolidating data in
respect of Borrower and all Subsidiaries. Such report shall be accompanied by
any other material submitted to the Securities and Exchange Commission on Form
10-K.”


 


6.                                      There shall be
added to the Credit Agreement the following additional provision to be
designated as Section 12A.3(f):


 


“(f)                             Concurrently
with the filing thereof, all reports submitted to the Securities and Exchange
Commission or applicable stock exchanges, and concurrently with the transmittal
thereof, all reports and other materials transmitted to its stockholders.”


 


7.                                      Sections
12A.9.1. and 12A.9.2 are amended by deleting the existing provisions thereof
and substituting therefor the following:


 


“12A.9.1
The Borrower shall maintain a Debt Service Coverage Ratio of not less than 1.25
to 1.0, tested as of the end of each fiscal quarter on a trailing twelve months
basis.


 


12A.9.2
Borrower’s ratio of Total Funded Debt to EBITDA shall not exceed 3.0 to 1.0,
with EBITDA calculated on a trailing 12 month basis, tested as of the end of
each fiscal quarter.”


 


8.                                      Borrower
represents and warrants to the Lender that (i) no Defaults or Events of
Default have occurred that are continuing; (ii) Borrower has complied with
all the covenants and agreements contained in the Loan Documents (as defined in
the Credit Agreement) in all material respects; (iii) the representations
and warranties of Borrower contained in the Loan Documents are true and correct
in all material respects as of the date hereof; and (iv) this Amendment
and all other documents relating to this Amendment delivered this date to the
Lender have been authorized by all necessary actions on the part of the
Borrower.


 


9.                                      The Borrower
shall pay the Lender all costs and expenses of the Lender (including all
reasonable attorneys’ fees) in connection with this Amendment. The Borrower
agrees to deliver to the Lender such other documents relating to this Amendment
as the Lender may reasonably require, all in form and substance reasonably
satisfactory to the Lender.


 


10.                               This Amendment
may be executed in one or more counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same agreement.


 


4

















 


11.                               Upon and after
the date of this Amendment, all references to the Credit Agreement in any Loan
Document, shall mean the Credit Agreement as affected by this Amendment. Except
as expressly provided in this Amendment, the execution and delivery of this
Amendment does not and will not amend, modify or supplement any provision of,
or constitute a consent to or a waiver of any noncompliance with the provisions
of the Credit Agreement, except as specifically set forth herein, and except as
specifically provided in this Amendment, the Credit Agreement and the other
Loan Documents shall remain in full force and effect in accordance with the
respective terms thereof.


 


Executed
as of the 30 day of August, 2007.


 


	
   

  	
  CITIZENS
  BANK OF MASSACHUSETTS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William M. Clossey

  
	
   

  	
   

  	
  William
  M. Clossey, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TECHTARGET,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eric Sockol

  
	
   

  	
   

  	
  Eric
  Sockol

  
	
   

  	
   

  	
  CFO

  



 


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