exv10w14





Exhibit
10.14


ACKNOWLEDGMENT AND AGREEMENT OF

REVOLVING CREDIT COMMITMENT INCREASE




November 18, 2009




To: Borrower and Agent




     Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of
September 29, 2008 (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.



     Each of the undersigned hereby acknowledges and agrees that, effective as of the Effective
Date (as defined below), such Lender’s Revolving Credit Commitment and Revolving Credit Percentage
shall be as set forth in the attached revised Schedule 1.2 (Percentages). To facilitate the
foregoing, each undersigned, which as a result of the adjustments of Revolving Credit Percentages
evidenced by the attached revised Schedule 1.2 is to have a greater principal amount of Revolving
Credit Advances than it had outstanding immediately prior to the Effective Date, shall remit to
Agent immediately available funds in amounts sufficient to cover such greater principal amount of
Revolving Credit Advances (and the Agent shall, to the extent of the funds so received, disburse
funds to each Lender which, as a result of the adjustment of the Revolving Credit Percentages, is
to have a lesser principal amount of Revolving Credit Advances outstanding than such Lender had
under the Credit Agreement immediately prior to the Effective Date). Each of the undersigned
acknowledges and agrees that 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
other Lenders.



     As used herein, the term “Effective Date” means the date the Agent shall have received (i) for
each of the undersigned, a fully executed replacement Revolving Credit Note payable to each of the
undersigned in the amount of the undersigned’s Revolving Credit Percentage of the Revolving Credit,
as set forth in the attached revised Schedule 1.2 and (ii) a non-refundable fee in an amount equal
to 50 basis points on the increase of the Revolving Credit Aggregate Commitment, for distribution
to the undersigned Lenders based on their share of such increase.



     The Agent shall notify the undersigned and the Borrower of the Effective Date.



     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 Acknowledgment and Agreement to be
executed and delivered by a duly authorized officer on the date first above written.



	 	 	 	 	 
	 	COMERICA BANK, as Lender and as Agent 

 	 
	 	By:  	/s/
Illegible	 
	 	 	 	 
	 	Its:	Senior
Vice President	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender 

 	 
	 	By:  	/s/
Illegible	 
	 	 	 	 
	 	Its:	SVP	 
	 



	 	 	 	 	 
	 	UNION BANK, N.A. (f/k/a Union Bank of California), as a
Lender
 	 
	 	By:  	/s/
Illegible	 
	 	 	 	 
	 	Its:	Assistant
Vice President	 



 









 






	 	 	 
	Acknowledged and accepted by:

	 
	Quinstreet, Inc.
	 
	By:	 	Douglas
Valenti
	 
	Its:	 	CEO





 








 






	 	 	 	 	 



Quinstreet, Inc.

Schedule 1.2

Percentages and Allocations

Revolving Credit and Term Loan Facilities




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	REVOLVING	 	REVOLVING	 	 	 	 	 	 
	 	 	CREDIT	 	CREDIT	 	TERM LOAN	 	TERM LOAN	 	WEIGHTED
	LENDERS	 	PERCENTAGE	 	ALLOCATIONS	 	PERCENTAGE	 	ALLOCATIONS	 	PERCENTAGE
	Comerica Bank
	 	 	35	%	 	$	35,000,000	 	 	 	35	%	 	$	9,450,000	 	 	 	35.00	%
	Union Bank
	 	 	25	%	 	$	25,000,000	 	 	 	25	%	 	$	6,750,000	 	 	 	25.00	%
	Bank of America
	 	 	26	%	 	$	26,000,000	 	 	 	20	%	 	$	5,400,000	 	 	 	24.72	%
	Wells Fargo
	 	 	14	%	 	$	14,000,000	 	 	 	20	%	 	$	5,400,000	 	 	 	15.28	%
	TOTALS
	 	 	100	%	 	$	100,000,000	 	 	 	100	%	 	$	27,000,000	 	 	 	100	%