Exhibit 10.2


 


SECOND 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 now known as RBS Citizens, National Association,
its successor by merger (the “Bank”), which Credit Facility Agreement, as
amended by First Amendment to Credit Facility Agreement dated August 30,
2007, 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.


 


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 by adding the following definition to be inserted into proper
alphabetical order:


 


“Assets
under Management and Deposits” means the sum of (a) Borrower’s
assets under management with the Bank or its affiliates including the Bank’s
Wealth Management group plus (b) demand deposit accounts, certificates of
deposit, money market accounts and savings accounts of Borrower held by the
Bank or the Bank’s affiliates, as averaged over the period of each calendar
quarter commencing with the quarter commencing October 1, 2008 to
determine a daily average.”


 


2.  Section 2.2 entitled “Interest Generally”
is amended by deleting the following sentence and substituting therefor the
following two sentence:


 


Deleted Sentence: “Fees for Letters of Credit
will be one and one-half (1.5%) percent per annum of the issuance amount,
payable annually in advance.”


 


Substituted Provisions: “Fees for Letters of Credit
will be at the rate of one percent per annum of the issuance amount, payable
quarterly in advance, if Assets Under Management and Deposits for the
immediately preceding calendar quarter are more than $45,000,000, and otherwise
will be one and one-half (1.5%) percent per annum of the issuance amount.
Letter of Credit fees will be adjusted quarterly to reflect Assets Under
Management and Deposits for the immediately preceding calendar quarter.”


 


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 tables 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:


 


“If
Assets Under Management and Deposits for the immediately preceding calendar
quarter are more than $45,000,000, the following table applies: 


 


Unused
Pricing Grid A


 


	
   

  	
  Level

  	
   

  	
  Ratio

  	
   

  	
  Per
  Annum Unused Line Fee

  Rate

  	
   

  
	
   

  	
  I

  	
   

  	
  Equal
  to or greater than 2.0:1

  	
   

  	
  0.30

  	
  %

  
	
   

  	
  II

  	
   

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

  	
   

  	
  0.25

  	
  %

  
	
   

  	
  III

  	
   

  	
  Less
  than 1.0:1

  	
   

  	
  0.20

  	
  %

  



 


In
all other cases, the following table applies:


 


Unused Pricing Grid B


 


	
   

  	
  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.                                      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.


 


5.                                      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.


 


6.                                      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.


 


2

















 


7.                                      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 18 day of December, 2008.


 


	
   

  	
  RBS
  CITIZENS, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William M. Clossey

  
	
   

  	
   

  	
  William
  M. Clossey, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TECHTARGET,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eric Sockol

  



 


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