AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Exhibit 4.20
This Amendment No. 1 to Amended and Restated Investor Rights Agreement, dated as of May 20,
2011 (this “Amendment”), amends that certain Amended and Restated Investor Rights Agreement
dated as of May 15, 2008 (the “Agreement”), by and among Bluestem Brands, Inc. (f/k/a
Fingerhut Direct Marketing, Inc.), a Delaware corporation (the “Company”), and the
Investors party thereto.
WHEREAS, the Company is contemplating a possible initial public offering of its common stock
(“IPO”), and in contemplation thereof the Company and parties hereto desire to amend the Agreement
for the purpose of better positioning the Company for a successful IPO, it being acknowledged by
the parties hereto that this Amendment is in the best interests of both the Company and the other
parties hereto as equity investors in the Company.
WHEREAS, pursuant to Section 14 of the Agreement, the amendment contemplated hereby may be
effected by written consent of the Company, the Required Holders, Xxxx Capital, Battery Ventures,
and Xxxxxxx X. Xxxxxx (the court-appointed receiver and trustee who exercises all rights of Xxxxxx
X. Xxxxxxx and his affiliates (including Petters Group Worldwide, LLC) under the Agreement).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree and consent as follows:
1. Defined Terms. Capitalized terms used but not defined herein will have the
meanings given to them in the Agreement.
2. Amendment. The definition of “Qualified Public Offering” in Section 1.18 of the
Agreement is hereby amended and restated in its entirety to read as follows:
“Qualified Public Offering” means either (i) an underwritten public offering of shares
of Common Stock after which (x) the Common Stock is listed on the New York Stock Exchange or
Nasdaq Stock Market and (y) no shares of Preferred Stock remain outstanding, or (ii) an
underwritten public offering of shares of Common Stock in which the aggregate net proceeds
to the Company equal or exceed $75 million and the public offering price per share is not
less than $0.2235 (as adjusted appropriately in the event of any subdivision, combination,
reorganization, recapitalization, reclassification, stock dividend or similar event
affecting the Common Stock) and after which the Common Stock is listed on the New York Stock
Exchange or Nasdaq Stock Market.
3. All Other Terms Unchanged. Except as expressly provided in this Amendment, all of
the provisions, terms and conditions of the Agreement remain in full force and effect.
4. Conflicting Provisions. Should any of the provisions of this Amendment conflict
with any of the provisions of the Agreement, then the provisions of this Amendment shall apply.
Amendment No. 1 to Investor Rights Agreement
5. Counterparts. This Amendment may be executed in one or more counterparts, any one
of which need not contain the signatures of more than one party, but all such counterparts taken
together will constitute one and the same instrument.
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Amendment No. 1 to Amended and Restated Investor Rights Agreement
IN WITNESS WHEREOF, each of the undersigned has signed this Amendment to Amended and Restated
Investor Rights Agreement, or caused it to be signed by its duly authorized officer, effective as
of the date first written above.
| BLUESTEM BRANDS, INC. |
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| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Executive Vice President and
Chief Financial Officer |
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| XXXX CAPITAL VENTURE FUND 2007, L.P. | ||||
| By: | Xxxx Capital Venture Partners 2007, L.P. | |||
| its general partner | ||||
| By: | Xxxx Capital Venture Investors, LLC | |||
| its general partner | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx | ||||
| Authorized Person | ||||
| BATTERY VENTURES VI, L.P. | ||||
| By: | Battery Partners VI, LLC | |||
| General Partner | ||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Its: | Member Manager | |||
| /s/ Xxxxxxx X. Xxxxxx | ||||
| XXXXXXX X. XXXXXX | ||||
| Court-appointed trustee and receiver,
on behalf of Petters Group Worldwide, LLC, RTB Holdings, LLC, EBP Select Holdings LLC, and Xxxxxx X. Xxxxxxx |
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Amendment No. 1 to Amended and Restated Investor Rights Agreement
| REQUIRED HOLDERS: Xxxx Capital Venture Fund 2001, L.P. |
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| By: | Xxxx Capital Venture Partners, L.P. | |||
| its General Partner | ||||
| By: | Xxxx Capital Investors, LLC | |||
| its General Partner | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx | ||||
| Authorized Person | ||||
| BCIP Associates III, LLC | ||||
| By: | BCIP Associates III | |||
| its sole member and manager | ||||
| BCIP ASSOCIATES III-B, LLC | ||||
| By: | BCIP Associates III-B, LLC | |||
| its sole member and manager | ||||
| By: | Xxxx Capital Investors, LLC | |||
| their Managing Partner | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx | ||||
| Authorized Person | ||||
| BROOKSIDE CAPITAL PARTNERS FUND, L.P. | ||||
| By: | Brookside Capital Investors, L.P. | |||
| its general partner | ||||
| By: | Brookside Capital Management, LLC | |||
| its general partner | ||||
| By: | /s/ Illegible | |||
| Name: | ||||
| Its: | ||||
Amendment No. 1 to Amended and Restated Investor Rights Agreement
| REQUIRED HOLDERS (continued): RGIP, LLC |
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| By: | /s/ Illegible | |||
| Name: | ||||
| Its: | Authorized Person | |||
| XXXX CAPITAL VENTURE FUND 2007, L.P. | ||||
| By: | Xxxx Capital Venture Partners 2007, L.P. | |||
| its general partner | ||||
| By: | Xxxx Capital Venture Investors, LLC | |||
| its general partner | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx | ||||
| Authorized Person | ||||
| BCIP VENTURE ASSOCIATES | ||||
| By: | Xxxx Capital Investors, LLC | |||
| its managing partner | ||||
| By: | Xxxx Capital Venture Investors, LLC | |||
| its Attorney-in-fact | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx | ||||
| Managing Director | ||||
Amendment No. 1 to Amended and Restated Investor Rights Agreement
| REQUIRED HOLDERS (continued): BCIP VENTURE ASSOCIATES B |
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| By: | Xxxx Capital Investors, LLC | |||
| its managing partner | ||||
| By: | Xxxx Capital Venture Investors, LLC | |||
| its Attorney-in-fact | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx | ||||
| Managing Director | ||||
| BATTERY VENTURES VI, L.P. | ||||
| By: | Battery Partners VI, LLC | |||
| General Partner | ||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Its: | Member Manager | |||
| BATTERY INVESTMENT PARTNERS VI, LLC |
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| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Its: | Member Manager | |||
Amendment No. 1 to Amended and Restated Investor Rights Agreement
