Item 1.01 Entry into a Material Definitive Agreement.

On April 29, 2021, Digital Turbine, Inc. (the "Company") entered into an amended and restated Credit Agreement (the "Credit Agreement") with Bank of America, N.A., as a lender and administrative agent ("Administrative Agent"), and a syndicate of lenders ("Lenders"), which provides for a revolving line of credit of $400.0 million to be used for working capital, permitted acquisitions, capital expenditures, and other lawful corporate purposes. Digital Turbine Media, Inc. ("DT Media") and Digital Turbine USA, Inc. ("DT USA") are additional co-borrowers under the Credit Agreement, and Mobile Posse, Inc. ("Mobile Posse"), AdColony, Inc. ("AdColony"), and AdColony Holdings US, Inc. are guarantors (together with the Company, DT Media, DT USA, Mobile Posse and AdColony, collectively, the "Loan Parties").

On December 29, 2021 the Loan Parties, Administrative Agent and Lenders entered into a first amendment to the Credit Agreement (the "First Amendment"), which provides for an increase in the Loan Parties' revolving line of credit by $125,000,000, which increased the aggregate revolving line of credit to $525,000,000.

The description of the First Amendment provided herein is qualified by reference to the First Amendment, which is attached to this Form 8-K as Exhibit 10.1 and is incorporated by reference herein.

The First Amendment contains representations and warranties by each of the parties to the First Amendment, which were made only for purposes of the First Amendment and as of specified dates. The representations, warranties and covenants in the First Amendment were made solely for the benefit of the parties to the First Amendment, are subject to limitations agreed upon by such parties, including being qualified by schedules, may have been made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and are subject to standards of materiality applicable to the parties that may differ from those applicable to others. Others should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the First Amendment, which subsequent information may or may not be fully reflected in the Company's public disclosures.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant.

The discussion in Item 1.01 above is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit No.   Description
   10.1         First Amendment, dated as of December 29, 2021, by and among
              Digital Turbine, Inc., Digital Turbine Media, Inc., Digital Turbine
              USA, Inc., Mobile Posse Inc., AdColony, Inc., AdColony Holdings US,
              Inc. and Bank of America, N.A. as administrative agent and a lender,
              and the lenders party thereto.
    104       Cover Page Interactive Data File (formatted as inline XBRL and
              contained in Exhibit 101)

© Edgar Online, source Glimpses