Exhibit
10.5


 


WAIVER OF
SPECIFIED COVENANTS


 


Reference is made to the
Credit Facility Agreement dated as of August 30, 2006 (the “Agreement”) by
and between TechTarget, Inc., a Delaware corporation with its principal
place of business at 117 Kendrick Street, Needham, MA 02494 as “Borrower,” and
Citizens Bank of Massachusetts now known as RBS Citizens, National Association,
its successor by merger (the “Bank”) with its principal place of business at 28
State Street, Boston, Massachusetts 02109, as amended by the First Amendment to
Credit Facility Agreement dated August 30, 2007 and further amended by the
Second Amendment to Credit Facility Agreement dated December 18,
2008.  Capitalized terms not otherwise
defined herein shall have the same meaning assigned to them in the Agreement.


 


WHEREAS, the Borrower has
requested that Bank waive certain provisions of the Agreement with respect to
the period ending September 30, 2009.


 


1.                                       The Bank hereby
waives the provisions of Sections 12A.3 of the Agreement for delivery of the
financial statements and Covenant Compliance Certificate for the period ended September 30,
2009 as required by said Sections 12A.3, provided, that such delivery is made
by the close of business on January 31, 2010.


 


2.                                       No other
waivers shall be deemed granted by the Bank except as expressly set forth
above, and the only waivers with respect to the Agreement are as set forth
herein in writing.  Nothing herein
contained shall be deemed to constitute an undertaking on the part of the Bank
to grant other or future waivers of the foregoing or any other covenant.


 


3.                                       All other terms
of the Agreement shall continue in full force and effect.  The obligations of the Borrower under all
other documents and instruments executed in connection with the Agreement,
except as specifically waived or modified herein or by any other amendment or
waiver executed by the parties hereto, remain in full force and effect and are
hereby ratified and confirmed by the Borrower.


 


4.                                       Borrower
represents and warrants to the Bank that (i) no default under the
Agreement or under any other documents and instruments executed in connection
with the Agreement has occurred and is continuing; (ii) Borrower has
complied with all the covenants and agreements contained in the Agreement to be
performed by the Borrower; (iii) the representations and warranties of
Borrower contained in the Agreement are true and correct in all material
respects as of the date hereof; and (iv) this document has been authorized
by all necessary corporate action on the part of the Borrower.


 


5.                                       In
consideration of this Waiver, the Borrower agrees to pay all reasonable
expenses (including legal fees) of the Bank incurred in preparing and
negotiating this Waiver and all related documents.  Such expenses and fee may be taken by the
Bank as a charge against Borrower’s demand deposit account with the Bank.


 

















 


Executed this 17th day of December, 2009, under seal.


 


 


	
   

  	
  TECHTARGET,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RBS
  CITIZENS, NATIONAL ASSOCIATION,

  
	
   

  	
  successor
  by merger to Citizens Bank of Massachusetts

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  William M. Clossey, Vice
  President

  



 


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