CREDIT FACILITY AGREEMENT

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Exhibit 10.16

CREDIT FACILITY AGREEMENT

        AGREEMENT dated as of August 30, 2006 and between TECHTARGET, INC., a Delaware corporation with its principal place of business at 117 Kendrick Street, Needham MA 02494 (the " Borrower ") and CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank having its principal place of business at 28 State Street, Boston, Massachusetts 02109 (the " Bank ").

        WHEREAS, the Borrower desires to obtain a $10,000,000 Term Loan and a $20,000,000 Credit Line; and

        WHEREAS, the Bank is willing to provide such credit facility, but only upon the terms and conditions set forth in this Agreement.

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

        1.     Definitions.     In addition to the terms defined above or elsewhere defined in this Agreement, as used in this Agreement, the following terms shall have the following respective meanings (such meanings, as well as the meanings of other terms defined elsewhere in this Agreement, to be equally applicable to both the singular and plural forms of the terms defined, where the context permits):

        " Advances " shall mean cash loans or advances outstanding under the Credit Line.

        " Applicable LIBOR Margin " means one and 50/100 percent (1.50%) per annum.

        " Applicable Prime Rate Margin " means one (1%) percent, applied as a reduction to the Prime Rate as provided in Section 2.4 below.

        " Business Day " means:

(a)

any day which is neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in Boston, Massachusetts.

(b)

when such term is used to describe a day on which a payment or prepayment is to be made in respect of a LIBOR Rate Loan, any day which is: (i) neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in New York City; and (ii) a London Banking Day; and

(c)

when such term is used to describe a day on which an interest rate determination is to be made in respect of a LIBOR Rate Loan, any day which is a London Banking Day.

        " Capital Expenditures " means expenditures incurred for the acquisition of capital assets or otherwise required under GAAP to be capitalized, including but not limited to capital leases. Capital Expenditures shall not include any Qualified Acquisitions.

        " Capital Transactions " means sales or other disposition of those items of property, plant or equipment which are properly classified as non-current or capital in accordance with GAAP.

        " Collateral " shall mean all collateral at any time granted to Bank under the Security Agreements or under the Pledge Agreement(s) or cash collateral provided under Section 2.2 .

        " Conditions of Lending " shall have the meaning set forth in Section 10 below.

        " Credit Line " shall mean a revolving line of credit in the maximum amount of $20,000,000 established under this Agreement.

        " Debt Service Coverage Ratio" A ratio, the numerator of which shall be EBITDA minus (a) Capital Expenditures, (b) cash taxes, (c) dividends and stockholder distributions and the denominator of which shall be, for the same measurement period, the sum of (x) interest expense accrued, (y) letter of credit

fees and (z) principal payments to Bank or any other lender in respect of borrowed money scheduled to be paid during the six months immediately preceding the test date.

        " Default " shall mean an event or occurrence which, with the giving of notice or lapse of time or both, would constitute an Event of Default.

        " EBITDA" shall mean the sum of revenues from operations of the specified entity less all costs and expenses other than interest, taxes, non-cash compensation expense and depreciation and amortization and excluding any Capital Transactions from revenues and expenses, all as determined in accordance with GAAP. EBITDA from businesses acquired by Borrower shall be included in the calculation of EBITDA of Borrower on an actual and reported basis, and not pro-forma.

        " Event of Default " shall have the meaning set forth in Section 13 hereof.

        " Financial Statements " shall mean the balance sheet(s), income statement(s) and statement(s) of cash flow for the Borrower identified on Schedule 11.7 .

        " Foreign Subsidiaries " shall mean all Subsidiaries formed in a jurisdiction other than the United States and which neither are (a) qualified as foreign entities with any jurisdiction within the United States and (b) are not conducting business within the United States.

        " GAAP " shall mean generally accepted accounting principles which are consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and/or its predecessors as in effect from time to time.

        " Government Agency " shall mean the United States Government or any department, agency or instrumentality thereof and any State or Municipal Agency.

        " Guarantors shall mean all Subsidiaries required to issue Guaranties pursuant to Section 12A.10 below.

        " Hedging Contracts " means interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, or any other agreements or arrangements entered into between the Borrower and the Bank and designed to protect the Borrower against fluctuations in interest rates or currency exchange rates.

        " Hedging Obligations" means, with respect to the Borrower, all liabilities of the Borrower to the Bank under Hedging Contracts.

        " Interest Payment Date " means (a) relative to any LIBOR Rate Loan, having an Interest Period of three months or less, the last Business Day of such Interest Period, and as to any LIBOR Rate Loan having an Interest Period longer than three months, each Business Day which is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (b) relative to any Prime Rate Loan, is the last day of any calendar month.

        " Interest Period " shall have the meaning set forth in Section 2.4 below .

        " Interest Rate Options " shall mean the selection by Borrower of LIBOR Rate Loan or a Prime Rate Loan as set forth in Section 2.4.4 and Section 2.4.5 .

        " Letters of Credit " shall mean all commercial and standby letters of credit, which the Bank shall issue following the Borrower's application therefor, and the payment of all applicable fees in connection therewith.

        " Letter of Credit Line Expiration Date " shall mean ten (10) business days prior to the Maturity Date of the Credit Line.

        " LIBOR Rate " means relative to any Interest Period for LIBOR Rate Loans, the offered rate for deposits of U.S. Dollars in an amount approximately equal to the amount of the requested LIBOR

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Rate Loan for a term coextensive with the designated Interest Period which the British Bankers' Association fixes as its LIBOR rate as of 11:00 a.m. London time on the day which is two London Banking Days prior to the beginning of such Interest Period.

        " LIBOR Rate Loan " means any Loan the rate of interest applicable to which is based upon the LIBOR Rate.

        " LIBOR Lending Rate " means, relative to any LIBOR Rate Loan to be made, continued or maintained as, or converted into, a LIBOR Rate Loan for any Interest Period, a rate per annum determined pursuant to the following formula:

        " LIBOR-Reference Banks Loan " means any Loan the rate of interest applicable to which is based upon the LIBOR-Reference Banks Rate.

        " LIBOR-Reference Banks Lending Rate " means, relative to a LIBOR-Reference Banks Rate Loan for any Interest Period, a rate per annum determined pursuant to the following formula:

        " LIBOR-Reference Banks Rate " means relative to any Interest Period for LIBOR-Reference Banks Loans, the rate for which deposits in U.S. Dollars are offered by the Reference Banks to prime banks in the London interbank market in an amount approximately equal to the amount requested LIBOR-Reference Banks Loan at approximately 11:00 a.m., London time on the day that is two London Banking Days prior to the beginning of such Interest Period. The Bank will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for such date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for such date will be the arithmetic mean of the rates quoted by major banks in New York City selected by the Bank, at approximately 11:00 a.m. New York City time for loans in U.S. Dollars to leading European banks for such Interest Period and in an amount approximately equal to the amount requested LIBOR-Reference Banks Loan.

        " LIBOR Reserve Percentage " means, relative to any day of any Interest Period for LIBOR Rate Loans, the maximum aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) under any regulations of the Board of Governors of the Federal Reserve System (the "Board") or other governmental authority having jurisdiction with respect thereto as issued from time to time and then applicable to assets or liabilities consisting of "Eurocurrency Liabilities", as currently defined in Regulation D of the Board, having a term approximately equal or comparable to such Interest Period.

        " Loan Documents " shall mean this Agreement, the Notes, the Security Agreement, the Pledge Agreement, the Perfection Certificate, and each Guaranty executed by a Guarantor, and any all other documents, instruments, and agreements executed in connection with this Agreement.

        " Loans " shall mean, collectively, amounts advanced pursuant to the Credit Line, the Term Loan and amounts advanced pursuant to Letters of Credit.

        " London Banking Day" means a day on which dealings in US dollar deposits are transacted in the London interbank market.

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        " Maturity Date " means, in respect to the Term Note, December 30, 2009, and in respect to the Credit Line, August 30, 2011.

        " Maximum Commitment " shall mean $20,000,000.

        " Notes " means the Revolving Note and the Term Note.

        " Obligations " shall mean all obligations of the Borrower to the Bank, whether such obligations are now existing or hereafter arising, direct or indirect, primary or secondary, including but not limited to the Notes, Letters of Credit, all outstanding amounts advanced by the Bank under any Letters of Credit and all other obligations under this Agreement and the other Loan Documents. Obligations include all Hedging Obligations, all obligations of the Borrower arising under any ACH Contract and any commodity or equity swap, foreign exchange transactions, currency swap, cross currency rate swap, currency option, or similar transactions now or hereafter entered into between the Borrower and the Bank. "ACH Contract" means all obligations of the Borrower to the Bank under any Automated Clearing House ("ACH") Agreements relating to the processing of ACH transactions, together with all fees, expenses, charges and other amounts owing by or chargeable to the Borrower under the ACH Agreements and all liabilities to the Lender to repay overdrafts and other amounts due to the Lender under any existing or future agreements relating to cash management services.

        " Perfection Certificate " shall mean the Certificate of Borrower dated this date delivered to Bank by the Borrower in connection with the making by the Bank of the Loans.

        " Permitted Encumbrance(s) " shall have the meaning set forth in Section 12B.2 .

        " Pledge Agreement " means the Pledge Agreements of even date from Borrower to the Bank by which outstanding ownership interests of TechTarget Securities Corporation and Tech Target Limited are pledged to the Bank. Pledge Agreement shall also include all Pledge Agreements hereafter entered into between Borrower or any of its Subsidiaries and the Bank pursuant to Section 12A.10 below.

        " Prime Rate" means the rate of interest announced by Bank in Boston, Massachusetts from time to time as its "Prime Rate." The Borrower acknowledges that the Bank may make loans to its customers above, at or below the Prime Rate. Interest accruing by reference to the Prime Rate shall be calculated on the basis of actual days elapsed and a 360-day year.

        " Prime Rate Loan " means any Loan for the period(s) when the rate of interest applicable to such Loan is calculated by reference to the Prime Rate.

        " 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. No single Qualified Acquisition may 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 Qualified Acquisitions during any one fiscal year may 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.

        " Reference Banks " means four major banks in the London interbank market as selected by the Bank.

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        " Revolving Loans " shall mean, at any time, the aggregate of the Advances outstanding under the Revolving Note.

        " Revolving Note " shall mean the promissory note described in Section 2.1.2 hereof.

        " Security Agreements " shall mean the Security Agreement of Borrower dated as of the date hereof and executed by Borrower for the benefit of Bank, as it may be amended from time to time. Security Agreements shall also include all Security Agreements hereafter entered into between Borrower or any of its Subsidiaries and the Bank pursuant to Section 12A.10 below.

        " State or Municipal Agency " shall mean a State or municipality or any subdivision of either, or any department, agency or instrumentality thereof.

        " Subordinated Debt " shall mean indebtedness to a third party which has been subordinated to the Borrower's indebtedness to the Bank by an agreement satisfactory to the Bank in form and substance.

        " Subsidiary" shall mean any of Bitpipe, Inc., BTPE Acquisition Corporation, TechTarget Securities Corporation, The Middleware Company and any other entities of which more than 51% of the voting securities shall be owned directly or indirectly by Borrower, and including any such entity now existing or hereafter formed or acquired.

        " Term Loan " and " Term Note " shall have the meaning set forth in Section 2.3 below.

        All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP, and all financial data submitted pursuant to this Agreement and all financial records kept by the Borrower shall be prepared (except as hereinafter expressly provided) and kept in accordance with such principles.

        2.     The Loans.     

        2.1.     Revolving Loans.     

        2.1.1 Subject to the terms and conditions of this Agreement, including but not limited to the Conditions of Lending, the Bank shall make Advances to the Borrower and/or provide Letters of Credit under the Credit Line up to a maximum principal amount outstanding including the amount of the Letters of Credit of not more than the Maximum Commitment. All Advances and all Obligations in respect of Letters of Credit are secured by the Collateral and are guaranteed pursuant to the Guarantees, which are in turn secured by Security Agreements or Pledge Agreements.

        2.1.2 All Advances and Letters of Credit issued under the Credit Line shall be evidenced by the promissory note from the Borrower to the Bank of even date herewith (the " Revolving Note ") in the principal amount of the Maximum Commitment. Within the Credit Line, the Borrower may borrow, repay, and reborrow (without penalty or premium), subject to the limitations and conditions set forth in this Agreement. Unless earlier payment is required by the Bank pursuant to Section 13 below upon an Event of Default, all principal and any unpaid interest under the Revolving Loans will be due and payable on August 30, 2011.

        2.1.3 To the extent that the sum of the aggregate principal amount of the Advances outstanding plus Letters of Credit outstanding exceeds the Maximum Commitment at any time, such excess shall be due and payable immediately upon demand from the Bank.

        2.1.4 Each Advance under the Credit Line shall be in an amount of not less than $250,000 . The Borrower will give the Bank written, telecopied or telephonic notice specifying the amount and date of each borrowing hereunder; provided , however , that notice given by telephone hereunder shall be followed by prompt written confirmation thereof by the Borrower. Provided that all conditions, including the Conditions of Lending, set forth in this Agreement have been satisfied

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with respect to such requested Advance, an Advance will be made on the same Business Day as notice is received if notice is received before 1:00 p.m. Boston time, and if received thereafter, the Advance will be made on the next Business Day.

        2.2     Letters of Credit.     Subject to the terms and conditions of this Agreement including but not limited to the Conditions of Lending set forth in Section 10 below and within the Credit Line, on application by the Borrower, the Bank shall issue for the benefit of the Borrower commercial or standby Letters of Credit in the aggregate amount outstanding at any time not more than $5,000,000 and expiring no later than the Letter of Credit Line Expiration Date. The Borrower's obligations to the Bank under the Letters of Credit shall be deemed to be obligations to the Bank and shall be secured pursuant to the Borrower's Security Agreement and guaranteed by the Guarantors and secured by the Security Agreements of the respective Guarantors. Amounts drawn on a Letter of Credit shall be deemed to be an Advance to the Borrower for purposes of this Agreement and evidenced by the Revolving Note . Fees for Letters of Credit will be one and one-half (1.5%) percent per annum of the issuance amount, payable annually in advance. The then applicable other fees of the Bank applicable to letters of credit issued by the Bank shall also apply, including but not limited to, issuance, transfer, negotiation, correspondent and draw fees and any other fees specified under the terms of the application for said Letter of Credit. Fees shall be payable as specified by the Bank. If the Credit Line is terminated for any reason while a Letter of Credit is outstanding, so long as such Letter of Credit is outstanding, the Borrower shall pledge to the Bank additional collateral consisting of cash deposited with the Bank in an aggregate amount of not less than 100% of the aggregate outstanding amount of each such Letter of Credit.

        2.3     Term Loan.     Subject to the terms and conditions of this Agreement, including but not limited to the Conditions of Lending, the Bank shall make a term loan to the Borrower of $10,000,000 (the "Term Loan"). Amounts outstanding under the Term Loan are secured by the Collateral and are guaranteed pursuant to the Guarantees, which are in turn secured by Security Agreements or Pledge Agreements. The Term Loan shall be evidenced by the promissory note from the Borrower to the Bank of even date herewith (the " Term Note ") in the principal amount of $10,000,000. Unless earlier payment is required by the Bank pursuant to Section 13 below upon an Event of Default, principal under the Term Note shall be payable by thirty-nine consecutive monthly installments of $250,000 each, plus interest, the first such installment to be due on the 30 ^th day of September, 2006, plus interest, with a final payment of the entire unpaid principal balance due on December 30, 2009.

        2.4     Interest Generally.     Interest on the outstanding principal amount of any Loan when classified: (i) as a LIBOR Rate Loan, shall accrue during each Interest Period at a rate equal to the sum of the LIBOR Lending Rate for such Interest Period plus the Applicable LIBOR Margin and be payable on each Interest Payment Date, (ii) as a LIBOR-Reference Banks Rate Loan, shall accrue during each Interest Period at a rate equal to the sum of the LIBOR-Reference Banks Lending Rate for such Interest Period plus the Applicable LIBOR Margin and be payable on each Interest Payment Date, and (iii) as a Prime Rate Loan, shall accrue during each Interest Period at a rate equal to the Prime Rate minus the Applicable Prime Rate Margin and be payable on each Interest Payment Date.

        2.4.1     Interest Period Applicable to the Term Note.     For purposes of this Agreement in respect to borrowings under the Term Note, and for purposes of the Term Note, the term "Interest Period" shall mean initially, the period beginning on (and including) the Funding Date and ending on (but excluding) August 31, 2006 (the "Stub Period"); and

(i)

then, each period commencing on the last day of the next preceding Interest Period and ending on the day which numerically corresponds to the last day of the Stub Period one month thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month); and

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(ii)

thereafter, each period commencing on the last day of the next preceding Interest Period and ending one month thereafter;

provided, however , that

(a)

if the Borrower has or may incur Hedging Obligations with the Bank in connection with the Loan, the Interest Period shall be of the same duration as the relevant period set under the applicable Hedging Contract;

(b)

if such Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day unless such day falls in the next calendar month, in which case such Interest Period shall end on the first preceding Business Day; and

(c)

no Interest Period may end later than the termination of this Agreement.

        2.4.2     Interest Period Applicable to the Revolving Note.     For purposes of this Agreement in respect to borrowings under the Revolving Note, and for purposes of the Revolving Note, the term "Interest Period" shall mean

(i)

initially, the period beginning on (and including) the date on which such LIBOR Rate Loan is made or continued as, or converted into, a LIBOR Rate Loan pursuant to Section 2.4.4 or 2.4.5 and ending on (but excluding) the day which numerically corresponds to such date one, two, three or six months thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month), in each case as the Borrower may select in its notice pursuant to Section 2.4.4 or 2.4.5 ; and

(ii)

thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such LIBOR Rate Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Bank not less than two Business Days prior to the last day of the then current Interest Period with respect thereto;

provided, however , that

(a)

the Borrower shall not be permitted to select Interest Periods for LIBOR Rate Loans to be in effect at any one time which have expiration dates occurring on more than five (5) different dates;

(b)

Interest Periods commencing on the same date for LIBOR Rate Loans comprising part of the same advance under this agreement shall be of the same duration;

(c)

Interest Periods for LIBOR Rate Loans in connection with which Borrower has or may incur Hedging Obligations with the Bank shall be of the same duration as the relevant periods set under the applicable Hedging Contracts;

(d)

if such Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day unless such day falls in the next calendar month, in which case such Interest Period shall end on the first preceding Business Day; and

(e)

no Interest Period may end later than the termination of this Agreement.

        2.4.3.     Special Provisions Regarding Repayment of Term Loan; Automatic Rollover of LIBOR Rate Loan if Part of Term Loan.     During the period(s) a Loan is classified as a LIBOR Rate Loan, it shall mature and become payable in full on the last day of each Interest Period. Upon maturity the Loan shall automatically be continued as a LIBOR Rate Loan with an equal Interest Period in an amount equal to the expiring LIBOR Rate Loan LESS the applicable Principal Repayment

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Amount, provided, however , that no portion of the outstanding principal amount of a LIBOR Rate Loan may be continued as a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. If any Default or Event of Default has occurred and is continuing (if the Bank does not otherwise elect to exercise any right to accelerate the Loan it is granted hereunder), the maturing LIBOR Rate Loan shall automatically be continued as a Prime Rate Loan. During the period(s) that the Loan is classified as a Prime Rate Loan, the Borrower shall make regular payments of principal in amounts equal to the applicable Principal Repayment Amount on the last day of each Interest Period. Notwithstanding the foregoing, the Loan shall mature and become payable in full upon the Maturity Date.

        2.4.4.     Making of LIBOR Loan Elections.     By delivering a borrowing request to the Bank on or before 10:00 a.m. New York time on a Business Day, the Borrower may from time to time irrevocably request, on not less than two nor more than five Business Days' notice, that a LIBOR Rate Loan be made in a minimum amount of $1,000,000 and integral multiples of $500,000 with an Interest Period of one, two, three or six months, subject in the case of the Term Loan, to Section 2.4.1 above. On the terms and subject to the conditions of this agreement, each LIBOR Rate Loan shall be made available to the Borrower no later than 11:00 a.m. New York time on the first day of the applicable Interest Period by deposit to the account of the Borrower as shall have been specified in its borrowing request.

        2.4.5.     Continuation and Conversion Elections.     By delivering a continuation/conversion notice to the Bank on or before 10:00 a.m., New York time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than two nor more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 of any Prime Rate Loan or of a LIBOR Rate Loan be converted on the last day of an Interest Period into a LIBOR Rate Loan with a different Interest Period, or continued on the last day of an Interest Period as a LIBOR Rate Loan with a similar Interest Period, provided, however , that no portion of the outstanding principal amount of any LIBOR Rate Loans may be converted to, or continued as, LIBOR Rate Loans when any Default or Event of Default has occurred and is continuing, and no portion of the outstanding principal amount of any LIBOR Rate Loans may be converted to LIBOR Rate Loans of a different duration if such LIBOR Rate Loans relate to any Hedging Obligations. If any Default or Event of Default has occurred and is continuing (if the Bank does not otherwise elect to exercise any right to accelerate the Loans it is granted hereunder), or in the absence of delivery of a continuation/conversion notice with respect to any LIBOR Rate Loan at least two Business Days before the last day of the then current Interest Period with respect thereto, each maturing LIBOR Rate Loan shall automatically be continued as a Prime Rate Loan.

        2.4.6     Repayments Continuations and Conversions.     LIBOR Rate Loans shall mature and become payable in full on the last day of the Interest Period relating to such LIBOR Rate Loan. Prior to the termination of this Agreement, upon the maturity of a LIBOR Rate Loan under this Section 2.4.6, it may be continued for an additional Interest Period or may be converted to a Prime Rate Loan (if there exists no Default or Event of Default and the Bank does not otherwise elect to exercise any right to accelerate the Loans it is granted hereunder).

        2.4.7     Voluntary Prepayment of LIBOR Rate Loans.     LIBOR Rate Loans maybe prepaid upon the terms and conditions set forth herein. For LIBOR Rate Loans in connection with which the Borrower has or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contracts. The Borrower shall give the Bank, no later than 10:00 a.m., New York City time, at least four (4) Business Days notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple

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of $250,000 and accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. Borrower acknowledges that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Bank incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrower hereby promises to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount ("LIBOR Rate Loan Prepayment Fee") determined by the Bank pursuant to the following formula:

(a)

the then current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from

(b)

the LIBOR Lending Rate plus the Applicable Margin applicable to the LIBOR Rate Loan being prepaid.

If the result of this calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of this calculation is a positive number, then the resulting percentage shall be multiplied by:

(a)

the amount of the LIBOR Rate Loan being prepaid.

The resulting amount shall be divided by:

(b)

360

and multiplied by:

(c)

the number of days remaining in the Interest Period as to which the prepayment is being made.

Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining on the Interest Period for the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall be the LIBOR Rate Loan Prepayment Fee.

        2.4.8.     LIBOR Rate Lending Unlawful.     If the Bank shall determine (which determination shall, upon notice thereof to the Borrower be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law, rule, regulation or guideline, (whether or not having the force of law) makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for the Bank to make, continue or maintain any LIBOR Rate Loan as, or to convert any Loan into, a LIBOR Rate Loan of a certain duration, all LIBOR Rate Loans of such type shall automatically convert into LIBOR-Reference Banks Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion. For purposes of this agreement, in the event of such a conversion, all LIBOR-Reference Banks Rate Loans shall be treated (except as to interest rate) as equivalent to a LIBOR Rate Loan of similar amount and Interest Period. For greater certainty, all provisions of this agreement relating to LIBOR Rate Loans shall apply equally to LIBOR-Reference Banks Loans, including, but not limited to the manner in which LIBOR-Reference Banks Loans are requested, continued, converted, the manner in which interest accrues, is payable, principal payments are made, whether voluntary or involuntary, as well as any penalties, increased costs or taxes associated with any of the foregoing.

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        2.4.9     Substitute Rate.     If the Bank shall have determined that

(a)

US dollar deposits in the relevant amount and for the relevant Interest Period are not available to the Bank in the London interbank market;

(b)

by reason of circumstances affecting the Bank in the London interbank, adequate means do not exist for ascertaining the LIBOR Rate applicable hereunder to LIBOR Rate Loans of any duration, or

(c)

LIBOR no longer adequately reflects the Bank's cost of funding Loans.

Then, upon notice from the Bank to the Borrower, all LIBOR Rate Loans shall automatically convert to LIBOR-Reference Banks Loans.

        2.4.10.     Special LIBOR Indemnities.     In addition to the LIBOR Rate Loan Prepayment Fee, the Borrower agrees to reimburse the Bank (without duplication) for any increase in the cost to the Bank, or reduction in the amount of any sum receivable by the Bank, in respect, or as a result of:

(a)

any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;

(b)

any Loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;

(c)

any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the continuation/conversion notice thereof, or

(d)

any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Bank) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto.

The Bank shall promptly notify the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Bank for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower to the Bank within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. The Borrower understands, agrees and acknowledges the following: (i) the Bank does not have any obligation to purchase, sell and/or match funds in connection with the use of LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrower has accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Prepayment Fee, and other funding losses incurred by the Bank. Borrower further agrees to pay the LIBOR Rate Prepayment Fee and other funding losses, if any, whether or not the Bank elects to purchase, sell and/or match funds.

        2.5.     Increased Costs.     If on or after the date hereof the adoption of any applicable law, rule or regulation or guideline (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(a)

shall subject the Bank to a