exv10w1






Exhibit 10.1




NEW LENDER ADDENDUM




     THIS NEW LENDER ADDENDUM, dated February 2, 2011, to the Amended and Restated Revolving Credit
and Term Loan Agreement dated as of the 14th day of January, 2010 (as otherwise amended
or modified from time to time, the “Credit Agreement”), among QuinStreet, Inc. (“Borrower”), each
of the financial institutions parties thereto (collectively, the “Lenders”) and Comerica Bank, as
Agent for the Lenders.



WITNESSETH:




     WHEREAS, the Credit Agreement provides in Section 2.13 thereof that a financial institution,
although not originally a party thereto, may become a party to the Credit Agreement with the
consent of the Borrower and the Agent by executing and delivering to the Agent a New Lender
Addendum to the Credit Agreement in substantially the form of this New Lender Addendum; and



     WHEREAS, the undersigned New Lender (the “New Lender”) was not an original party to the Credit
Agreement but now desires to become a party thereto;



     NOW, THEREFORE, the New Lender hereby agrees as follows:



     The New Lender hereby confirms that it has received a copy of the Credit Agreement and the
exhibits and schedules referred to therein, and all other Loan Documents which it considers
necessary, together with copies of the other documents which were required to be delivered under
the Credit Agreement as a condition to the making of the loans thereunder. The New Lender
acknowledges and agrees that it: (a) has made and will continue to make such inquiries and has
taken and will take such care on its own behalf as would have been the case had its commitment been
granted and its loans been made directly by such New Lender to the Borrower without the
intervention of the Agent or any other Lender; and (b) has made and will continue to make,
independently and without reliance upon the Agent or any other Lender, and based on such documents
and information as it has deemed appropriate, its own credit analysis and decisions relating to the
Credit Agreement. The New Lender further acknowledges and agrees that the Agent has made any
representations or warranties about the creditworthiness of the Borrower or any other party to the
Credit Agreement or any other of the Loan Documents, or with respect to the legality, validity,
sufficiency or enforceability of the Credit Agreement, or any other of the Loan Documents.



     New Lender represents and warrants that it is a Person to which assignments are permitted
pursuant to Sections 13.8(c) and (d) of the Credit Agreement.



     Except as otherwise provided in the Credit Agreement, effective as of the Effective Date (as
defined below):




	 	(a)	 	the New Lender (i) shall be deemed automatically to have become a party to the
Credit Agreement and the other Loan Documents, and to have all the rights and
obligations of a party to the Credit Agreement and the other Loan Documents, as if it
were an original signatory; and (ii) agrees to be bound by the terms and





 









 











	 	 	 	conditions set forth in the Credit Agreement and the other Loan Documents as if it
were an original signatory thereto; and
	 
	 	(b)	 	the New Lender shall be a Revolving Credit Lender and its Percentage of the
Revolving Credit Aggregate Commitment (and its risk participation in Letters of Credit)
shall be as set forth in the attached revised Schedule 1.2 (Percentages); provided any
fees paid prior to the Effective Date, including any Letter of Credit Fees, shall not
be recalculated, redistributed or reallocated by Borrower, Agent or the Lenders.





     As used herein, the term “Effective Date” means the date on which all of the following have
occurred or have been completed, as reasonably determined by the Agent:



     (1) the Borrower shall have paid to the Agent, all interest, fees (including the Revolving
Credit Facility Fee) and other amounts, if any, accrued to the Effective Date for which
reimbursement is then owing under the Credit Agreement;



     (2) New Lender shall have remitted to the Agent funds in an amount equal to its Percentage of
all Advances of the Revolving Credit outstanding as of the Effective Date; and



     (3) the Borrower shall have executed and delivered to the Agent for the New Lender, a new
Revolving Credit Note payable to such New Lender in the face amount of such New Lender’s Percentage
of the Revolving Credit Aggregate Commitment (after giving effect to this New Lender Addendum, and
any other New Lender Addendum executed concurrently herewith).



     The Agent shall notify the New Lender, along with Borrower, of the Effective Date. The New
Lender shall deliver herewith to the Agent administrative details with respect to the funding and
distribution of Advances (and Letters of Credit) as requested by Agent.



     Terms defined in the Credit Agreement and not otherwise defined herein shall have their
defined meanings when used herein.



 









 





     IN WITNESS WHEREOF, the undersigned has caused this New Lender Addendum to be executed and
delivered by a duly authorized officer on the date first above written.



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Christie K. Shaw 	 
	 	 	Its:  	Vice President 	 
	 	 	 	 




	 	 	 	 	 
	Accepted this 2nd day of February,
2011

 	 	 
	QUINSTREET, INC.

 	 	 
	By:  	/s/
Douglas Valenti 	 	 
	 	Its:  	CEO 	 	 
	 	 	 	 
	Accepted this 2nd day of February,
2011

 	 	 
	COMERICA BANK, as Agent

 	 	 
	By:  	/s/ Phil Koblis 	 	 
	 	Its:  	SVP