Exhibit 10.23
CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Consent and First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 7th day of December, 2021, by and among (i) WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”), as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), (ii) Bank, as a Lender, and (iii) TECHTARGET, INC., a Delaware corporation, (“Borrower”) whose address is 275 Grove Street, Newton, Massachusetts 02466.
Recitals
A. Among other indebtedness which may be owing by Borrower to Lenders, Borrower is indebted to Lenders pursuant to, among other documents, that certain Loan and Security Agreement, dated as of October 29, 2021 by and among Borrower, Administrative Agent and the Lenders party thereto (as may be amended, modified, supplemented, or restated from time to time, the “Loan and Security Agreement”). Hereinafter, all indebtedness owing by Borrower to Lenders shall be referred to as the “Indebtedness” and the Loan and Security Agreement and any and all other documents executed by Borrower in favor of Administrative Agent for the ratable benefit of the Lenders and Administrative Agent, shall be referred to as the “Existing Documents.”
B. Borrower has informed Administrative Agent and Lenders that Borrower has prepared a certain Offering Memorandum to be dated on or about December 7, 2021 (the “Offering Memorandum”) pursuant to which the Borrower (i) will offer to issue and sell (the “2021 Offering”) up to $415,000,000.00 aggregate principal amount of convertible senior notes due 2026 (the “2026 Notes”), and (ii) has indicated an intention to repurchase up to $161,000,000.00 aggregate principal amount of its existing 0.125% convertible senior notes due 2025 (the “Repurchase”, and collectively with the 2021 Offering, the “2021 Transactions”).
C. Borrower has requested that the Administrative Agent and the Lenders amend the Loan and Security Agreement to (i) consent to the 2021 Transactions, and (ii) make certain other revisions to the Loan and Security Agreement as more fully set forth herein.
D. Administrative Agent and Lenders have agreed to (i) consent to the 2021 Transactions, and (ii) so amend the Loan and Security Agreement, subject to the conditions and in reliance upon the representations and warranties set forth below.
Agreement
Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
“ “2025 Notes” means the 0.125% Convertible Senior Notes due 2025 issued by the Borrower.”
“ “2026 Notes” means the Convertible Senior Notes due 2026 to be issued by the Borrower.”
“ “Notes” means, collectively, (i) the 2025 Notes and (ii) the 2026 Notes.”
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[Signature page follows.]
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In Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.
ADMINISTRATIVE AGENT
WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION
By: /s/ Christian Perkins
Name: Christian Perkins
Title: Senior Director | BORROWER
TECHTARGET, INC.
By: /s/ Daniel T. Noreck
Name: Daniel T. Noreck
Title: Chief Financial Officer |
LENDER:
WESTERN ALLIANCE BANK, AN
ARIZONA CORPORATION
By: /s/ Christian Perkins
Name: Christian Perkins
Title: Senior Director
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