Item 1.01. Entry Into A Material Definitive Agreement.

On August 26, 2020, Digital Media Solutions Holdings, LLC ("DMSH LLC"), an indirect subsidiary of Digital Media Solutions, Inc. ("DMS Inc."), Digital Media Solutions, LLC ("DMS LLC"), an indirect subsidiary of DMS Inc., each of the affiliates of DMS LLC party thereto, various financial institutions party thereto and Monroe Capital Management Advisors, LLC ("Monroe"), as Administrative Agent, entered into Amendment No. 4 to Credit Agreement (the "Amendment").

The Amendment, among other things, amends the Credit Agreement, dated July 3, 2018, by and among DMSH LLC, DMS LLC, each of the affiliates of DMS LLC party thereto, various financial institutions party thereto and Monroe, as Administrative Agent and Lead Arranger (as amended, the "Credit Facility"), to (i) modify the calculation of EBITDA to include certain transaction expenses incurred in connection with the July 15, 2020 business combination between DMS Inc. (f/k/a Leo Holdings Corp.) and DMSH LLC and (ii) exclude the account of SmarterChaos.com LLC, an indirect subsidiary of DMS Inc., containing the proceeds of its payment protection plan loan from deposit account control agreement requirements.

A copy of the Amendment is attached as Exhibit 10.1 hereto and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits



Exhibit
Number                                   Description

10.1+         Amendment No. 4 to Credit Agreement, dated August 26, 2020, by and
            among Digital Media Solutions Holdings, LLC, Digital Media Solutions,
            LLC, each of the affiliates of Digital Media Solutions, LLC party
            thereto, various financial institutions party thereto and Monroe
            Capital Management Advisors, LLC, as Administrative Agent

104         Cover Page Interactive File (the cover page tags are embedded within
            the Inline XBRL document).




+   The schedule to this Exhibit has been omitted in accordance with Item
    601(a)(5) of Regulation S-K.




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