BLUESTEM BRANDS, INC. 10,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 31st, 2011 • Bluestem Brands, Inc. • Retail-catalog & mail-order houses • New York
Piper Jaffray & Co. Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule I hereto c/o Piper Jaffray & Co. 800 Nicollet Mall Minneapolis, Minnesota 55402
July 1, 2011Securities Purchase Agreement • October 31st, 2011 • Bluestem Brands, Inc. • Retail-catalog & mail-order houses • Illinois
Reference is made to that certain Securities Purchase Agreement, dated as of March 23, 2006, as amended by that certain letter agreement dated as of June 21, 2007, that certain letter agreement dated as of May 15, 2008, that certain letter agreement dated as of July 31, 2009 and that certain letter agreement dated as of August 20, 2010 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”), between Bluestem Brands, Inc. (formerly known as Fingerhut Direct Marketing, Inc.), a Delaware corporation (the “Company”), and the purchasers named on the Purchaser Schedule attached thereto (the “Purchasers”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
SECOND AMENDMENT TO SERVICING AGREEMENT FIRST AMENDMENT TO BLUESTEM LETTER AGREEMENT FIRST AMENDMENT TO SECURITY AGREEMENTServicing Agreement • October 31st, 2011 • Bluestem Brands, Inc. • Retail-catalog & mail-order houses • New York
This SECOND AMENDMENT TO SERVICING AGREEMENT, FIRST AMENDMENT TO BLUESTEM LETTER AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT, dated as of July 1, 2011 (this “Amendment”), amends or otherwise modifies (i) that certain Servicing Agreement, dated as of August 20, 2010 (as amended, supplemented or otherwise modified prior to the date hereof, the “Servicing Agreement”) by and among BLUESTEM BRANDS, INC., a Delaware corporation (“Bluestem”), as Servicer, FINGERHUT RECEIVABLES I, LLC, a Delaware limited liability company (the “Company”) and GOLDMAN SACHS BANK USA (“GS Bank”), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), (ii) that certain Bluestem Letter Agreement, dated as of August 20, 2010 (as amended, supplemented or otherwise modified prior to the date hereof, the “Letter Agreement”), by and among Bluestem and the Administrative Agent and (iii) that certain Security Agreement, dated as of Au
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 31st, 2011 • Bluestem Brands, Inc. • Retail-catalog & mail-order houses • New York
This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of July 1, 2011 is by and among BLUESTEM BRANDS, INC. (the “Borrower”), each of the Lenders party to the Credit Agreement (as defined below) as of the date hereof, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (“Administrative Agent”).
