Item 1.01 Entry into a Material Definitive Agreement.



First Lien Credit Agreement Amendment
On July 20, 2021, ZoomInfo LLC (the "Borrower") entered into an amendment (the
"Credit Agreement Amendment"), by and among the Borrower, ZoomInfo Technologies
LLC, as the co-borrower (the "Co-Borrower"), ZoomInfo Midco LLC ("Holdings"),
the other guarantors party thereto, Morgan Stanley Bank, N.A., as the 2021-1
incremental first lien term loan lender, and Morgan Stanley Senior Funding,
Inc., as administrative agent, collateral agent and L/C issuer, to the
Borrower's existing first lien credit agreement, dated as of February 1, 2019,
by and among the Borrower, the Co-Borrower, Holdings, the lenders from time to
time party thereto and Morgan Stanley Senior Funding, Inc., as administrative
agent, collateral agent and L/C issuer (as amended by that certain Amendment No.
1, dated as of February 19, 2020, as further amended by that certain Amendment
No. 2 dated as of February 2, 2021, and as further amended by the Credit
Agreement Amendment, the "First Lien Credit Agreement"), that provided for,
among other things, the incurrence of an additional $200.0 million aggregate
principal amount of additional term loans under the First Lien Credit Agreement.

The net proceeds from the Credit Agreement Amendment were used, together with
the net proceeds from the previously announced offering (the "Offering") by the
Co-Borrower and ZoomInfo Finance Corp. of $300.0 million aggregate principal
amount of 3.875% Senior Notes due 2029, to (i) repay $225 million of outstanding
borrowings under the revolving credit facility which were used to pay a portion
of the consideration for the previously announced acquisition of AffectLayer
Inc. d/b/a Chorus.ai (the "Acquisition"), and (ii) pay fees and expenses related
to the Credit Agreement Amendment, the Offering and the Acquisition, and the
remainder is expected to be used for general corporate purposes.

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

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

FORWARD-LOOKING STATEMENTS



This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the federal securities laws. Forward-looking statements include all
statements that are not historical facts. In some cases, you can identify these
forward-looking statements by the use of words such as "anticipate," "believe,"
"can," "continue," "could," "estimate," "expect," "forecast," "goal," "intend,"
"may," "might," "objective," "outlook," "plan," "potential," "predict,"
"projection," "seek," "should," "target," "trend," "will," "would" or the
negative version of these words or other comparable words. Such forward-looking
statements are subject to various risks, uncertainties, assumptions, or changes
in circumstances that are difficult to predict or quantify. These
forward-looking statements include any statements regarding the intended use of
proceeds from the Offering and the Credit Agreement Amendment. Accordingly,
there are or will be important factors that could cause actual outcomes or
results to differ materially from those indicated in these statements. These
factors include but are not limited to those described in the Company's Annual
Report on Form 10-K for the year ended December 31, 2020 and other reports filed
by the Company from time to time with the Securities and Exchange Commission
("SEC"), which are accessible on the SEC's website at www.sec.gov. These factors
should not be construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included such filings. The Company
undertakes no obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future developments or
otherwise, except as required by law.


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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following documents are herewith filed as exhibits to this report:



Exhibit No.
10.1                                      Amendment No. 3 to First Lien

Credit Agreement, dated July 20,


                                        2021, by and among ZoomInfo LLC

(f/k/a DiscoverOrg, LLC), a

Delaware limited liability company

(the "Borrower"), ZoomInfo

Technologies LLC, a Delaware

limited liability company (the


                                        "Co-Borrower"), ZoomInfo Midco LLC (f/k/a DiscoverOrg Midco,
                                        LLC), a Delaware limited liability company ("Holdings"), Morgan
                                        Stanley Bank, N.A., as the 2021-1 incremental first lien term
                                        loan lender and Morgan Stanley Senior Funding, Inc., as
                                        administrative agent, collateral agent and L/C issuer







--------------------------------------------------------------------------------


                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ZoomInfo Technologies Inc.

Date: July 20, 2021

                        By:               /s/ Anthony Stark
                        Name:             Anthony Stark
                        Title:            General Counsel and Corporate Secretary

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