ITEM 1.01 - Entry into a Material Definitive Agreement.
On July 29, 2021, QuoteLab, LLC, a Delaware limited liability company (the
"Borrower"), and QL Holdings LLC, a Delaware limited liability company
("Holdings"), each a subsidiary of MediaAlpha, Inc., a Delaware corporation (the
"Company"), entered into an amendment (the "First Amendment") to the Credit
Agreement dated as of September 23, 2020 (the "Existing Credit Agreement" and,
as amended by the First Amendment, the "Amended Credit Agreement"), among the
Borrower, Holdings, the lenders from time to time party thereto and JPMorgan
Chase Bank, N.A., as administrative agent.
The Amended Credit Agreement provides for (a) a new five-year senior secured
term loan facility in an aggregate principal amount of $190.0 million, the
proceeds of which were used to refinance all of the $186.4 million of the
existing term loans outstanding under the Existing Credit Agreement and any
unpaid interest thereof as of the date of the First Amendment, to pay fees
related to the new credit facilities, and to provide cash for general corporate
purposes, and (b) a new five-year senior secured revolving credit facility with
commitments in an aggregate amount of $50.0 million, which replaced the existing
revolving credit facility under the Existing Credit Agreement. The Borrower may
also request the addition of up to $75.0 million of additional term loan and/or
revolving commitments under the Amended Credit Agreement. The obligations of the
Borrower under the term loan facility and the revolving credit facility are
guaranteed by Holdings and secured by substantially all assets of Holdings and
the Borrower.
Borrowings under the Amended Credit Agreement will bear interest at a rate equal
to, at the option the Borrower, the London interbank offered rate plus an
applicable margin, with a floor of 0.00%, or base rate plus an applicable
margin. The applicable margins will be based on the Borrower's consolidated
total net leverage ratio as calculated under the terms of the Amended Credit
Agreement (the "Leverage Ratio") for the prior fiscal quarter and range from
2.00% to 2.75% with respect to the London interbank offered rate and 1.00% and
1.75% with respect to the base rate.
Loans under the Amended Credit Agreement may be prepaid, at the option of the
Borrower, at any time without premium. Loans under the Amended Credit Agreement
are required to be prepaid from time to time with the proceeds of non-ordinary
course asset sales and casualty and condemnation events in excess of $5.0
million in any fiscal year, the proceeds of indebtedness not permitted under the
Amended Credit Agreement and a percentage (ranging from 0% to 50%, depending on
the Leverage Ratio) of excess cash flow of the Borrower and its subsidiaries at
the end of each fiscal year of the Borrower (beginning with the fiscal year
ending December 31, 2022).
Loans under the term loan facility and the revolving credit facility will mature
on July 29, 2026. Loans under the term loan facility will amortize quarterly,
beginning with December 31, 2021 and ending with June 30, 2026, by an amount
equal to 1.25% of the aggregate outstanding principal amount of the term loans
initially made.
The Amended Credit Agreement contains customary affirmative and negative
covenants and default provisions.

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The foregoing description of the First Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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ITEM 9.01 - Financial Statements and Exhibits.
(d) Exhibits
   Exhibit
     No.                                              Description
     10.1              First Amendment dated as of July 29, 2021, among QuoteLab, LLC, QL Holdings
                     LLC, the Lenders party thereto, the Issuing Bank party thereto and JPMorgan
                     Chase Bank, N.A., as Administrative Agent.

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