On March 24, 2009, DG FastChannel, Inc. (the "Company") entered into a first amendment to the amended and restated credit agreement (the "Amended New Credit Agreement") dated March 13, 2008 with a syndicate of financial institutions led by Bank of Montreal ("BMO Capital Markets"). The Amended New Credit Agreement now consists of $148 million in term loans ("New Term Loan") and a $30 million revolving line of credit, for a total credit facility of $178 million. The borrowings under the Amended New Credit Agreement will bear interest at LIBOR plus applicable margins of 300-500 bps based on the Company's leverage levels. Both the New Term Loan and the revolving line of credit will mature in 2013.

In connection with entering into the Amended New Credit Agreement, the Company repaid its $65 million bridge loan to BMO Capital Markets through the following actions: increasing its current term loan by $40 million, drawing down $20 million on its revolving line of credit, and paying the remainder in cash.

The Amended New Credit Agreement contains financial covenants pertaining to
(i) the maximum total leverage ratio, (ii) the senior leverage ratio, (iii) the minimum fixed charge coverage ratio, and (iv) maintaining a minimum net worth. The Amended New Credit Agreement also contains a variety of restrictive covenants, such as limitations on borrowings, investments and dividends, and provides for customary events of default. The Amended New Credit Agreement is guaranteed by all of the Company's subsidiaries and is secured by substantially all of the Company's assets. The full text of the Amended New Credit Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.

A press release announcing this agreement was released on March 25, 2009 and is exhibit 99.1 to this filing.

(d) Exhibits

Exhibit No.                           Description of Exhibit

10.1           First Amendment dated March 24, 2009 to the Amended and Restated
               Credit Agreement, dated as of March 13, 2008 by and among DG
               FastChannel, Inc., the Guarantors, the banks and other financial
               institutions party to this Amendment, as Lenders, and Bank of
               Montreal, as Agent for the Lenders.

99.1           Press release dated March 25, 2009.