Exhibit
10.3


 


THIRD
AMENDMENT TO CREDIT FACILITY AGREEMENT


 


Reference is made to that
certain Credit Facility Agreement dated as of August 30, 2006, by and
between TechTarget, Inc., 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 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, is
referred to herein as the “Credit Agreement.” 
Capitalized terms not defined herein shall bear the same definitions as
set forth in the Credit Agreement.


 


WHEREAS, the parties desire
to reduce the Credit Line from $20,000,000 to $5,000,000 effective as of December 1,
2009.


 


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


 


1.                                       The definitions
of “Credit Line” and “Maximum Commitment” set forth in Section 1 are
hereby amended by deleting the figure “$20,000,000” and substituting therefor
the figure “$5,000,000”.


 


2.                                       Section 2.10
entitled Unused Line Fee is hereby amended by deleting the figure “$20,000,000”
and substituting therefor the figure “$5,000,000”.


 


3.                                       As amended
hereby, the Credit Agreement shall continue in full force and effect.  The obligations of the Borrower under the
Credit Agreement and all other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed by the Borrower.


 


4.                                       The Borrower
represents and warrants to the Bank that (i) to the best of its knowledge
no Events of Default have occurred and no event which with the passage of time
of the giving of notice (or both) would constitute an Event of Default has
occurred; (ii) to the best of its knowledge the Borrower has complied with
all the covenants and agreements contained in the Loan Documents; (iii) to
the best of its knowledge the representations and warranties of the 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 Bank have been authorized
by all necessary actions on the part of the Borrower.


 


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page)


 

















 


As amended hereby, the
Credit Agreement is hereby affirmed and shall continue in full force and effect
in accordance with its terms.


 


Executed this 17th day of
December, 2009


 


	
   

  	
  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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