FINGERHUT DIRECT MARKETING, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 21st, 2011 • Bluestem Brands, Inc. • New York
THIS CERTIFIES THAT, for value received, Goldman, Sachs & Co., or its registered assigns (the “Holder”), is entitled to subscribe for and purchase from Fingerhut Direct Marketing, Inc., a Delaware corporation (the “Company”), the Shares (as defined in Section 1 hereof) at the per share exercise price of $0.01 (the “Exercise Price”) (as adjusted from time to time pursuant to Section 4 hereof), at any time or from time to time prior to or upon the Expiration Date (as defined in Section 13 hereof), subject to the provisions and upon the terms and conditions hereinafter set forth.
FINGERHUT DIRECT MARKETING, INC. SERIES A PREFERRED STOCK PURCHASE WARRANTBluestem Brands, Inc. • April 21st, 2011 • New York
THIS CERTIFIES THAT, for value received, Prudential Capital Partners II, L.P., or its registered assigns (the “Holder”), is entitled to subscribe for and purchase from Fingerhut Direct Marketing, Inc., a Delaware corporation (the “Company”), the Shares (as defined in Section 1 hereof) at the per share exercise price of $0.01 (the “Exercise Price”) (as adjusted from time to time pursuant to Section 4 hereof), at any time or from time to time prior to or upon the Expiration Date (as defined in Section 13 hereof), subject to the provisions and upon the terms and conditions hereinafter set forth.
FINGERHUT DIRECT MARKETING, INC. COMMON STOCK PURCHASE WARRANT ________________Bluestem Brands, Inc. • April 21st, 2011 • New York
THIS CERTIFIES THAT, for value received, CIGPF I CORP., or its registered assigns (the “Holder”), is entitled to subscribe for and purchase from Fingerhut Direct Marketing, Inc., a Delaware corporation (the “Company”), the Shares (as defined in Section 1 hereof). at the per share exercise price of $0.01 (the “Exercise Price”) (as adjusted from time to time pursuant to Section 4 hereof), at any time or from time to time prior to or upon the Expiration Date (as defined in Section 13 hereof, subject to the provisions and upon the terms and conditions hereinafter set forth.
LEASE WELSH FINGERHUT MN, LLC as Landlord, and FINGERHUT DIRECT MARKETING, INC. as TenantLease • April 21st, 2011 • Bluestem Brands, Inc.
shall work together in good faith to agree upon the Prevailing Market Rate for the Premises during the Extension Period; provided, however, that if Landlord and Tenant fail to agree within thirty (30) days of the date of the Rejection Notice or deemed rejection, Landlord and Tenant shall determine the Prevailing Market Rate and accordingly the Annual Fixed Rent for the applicable Extension Period in accordance with Section 2.4 below. If Tenant gives Landlord a Binding Notice either initially or promptly upon agreement of the applicable Prevailing Market Rate, Landlord and Tenant shall enter into the amendment to this Lease setting forth the modified Annual Fixed Rent, the applicable Extension Date and other applicable terms. Upon agreement of Landlord and Tenant to the terms of an Extension, Landlord may, at its option, require Tenant to increase the amount of its business interruption insurance required in Section 7.2(f), but not earlier than six (6) months prior to beginning of the f
CHASE SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 20, 2010 among BLUESTEM BRANDS, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent CHASE BUSINESS CREDITCredit Agreement • April 21st, 2011 • Bluestem Brands, Inc. • New York
Commitment Schedule Schedule 3.05 — Properties Schedule 3.06 — Disclosed Matters Schedule 3.15 — Insurance Schedule 3.16 — Capitalization and Subsidiaries Schedule 3.19 — Affiliate Transactions Schedule 6.01 — Existing Indebtedness Schedule 6.02 — Existing Liens Schedule 6.04 — Existing Investments Schedule 6.10 — Restrictive Agreements
WEBBANK and BLUESTEM BRANDS, INC. [dba “FINGERHUT”] BACK-UP ORIGINATOR RECEIVABLES SALE AGREEMENT Dated as of January 19, 2011Receivables Sale Agreement • April 21st, 2011 • Bluestem Brands, Inc. • Utah
THIS BACK-UP ORIGINATOR RECEIVABLES SALE AGREEMENT (“Agreement”), ”), dated as of Janaury 19, 2011 (the “Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and BLUESTEM BRANDS, INC., a Delaware corporation, having its principal location in Eden Prairie, Minnesota (“Company”).
BLUESTEM LETTER AGREEMENTBluestem Letter Agreement • April 21st, 2011 • Bluestem Brands, Inc. • New York
We refer to the Credit Agreement, dated as of August 20, 2010, between Fingerhut Receivables I, LLC (the “Company”), the Tranche A Lenders and Tranche B Lenders from time to time parties thereto, Goldman Sachs Bank USA (“GS Bank”), as administrative agent, collateral agent, joint lead arranger, joint bookrunner, syndication agent and documentation agent, and J.P. Morgan Securities Inc., as joint lead arranger and joint bookrunner (“Credit Agreement”). Defined terms used but not defined herein or in Appendix A hereto have the meaning specified in the Credit Agreement. This is the “Bluestem Letter Agreement” referred to in the Credit Agreement and reflects the agreement of the parties hereto as to the matters specified herein.
SUPPLEMENT NO. 1 TO STOCK PURCHASE AGREEMENT AMONG FINGERHUT DIRECT MARKETING, INC. AND THE SUPPLEMENTAL PURCHASERS NAMED ON THE SUPPLEMENTAL SCHEDULE I HERETO Dated as of October 27, 2004Stock Purchase Agreement • April 21st, 2011 • Bluestem Brands, Inc.
This Supplement supplements and amends that certain Stock Purchase Agreement dated as of February 24, 2004 (the “Purchase Agreement”) by and among the persons and entities named on Schedule I thereto (the “Existing Purchasers”), which Existing Purchasers include, but are not limited to, the Supplemental Purchasers other than the Additional Purchaser. The Existing Purchasers and the Supplemental Purchasers are collectively referred to as the “Purchasers.” Terms not defined in this Supplement have the meaning given them in the Purchase Agreement.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTAmended and Restated Stockholders Agreement • April 21st, 2011 • Bluestem Brands, Inc. • New York
This Agreement (the “Agreement”) is made and entered into as of May 15, 2008 by and among Fingerhut Direct Marketing, Inc., a Delaware corporation (the “Company”), the parties listed as Investors on Exhibit A hereto (the “Investors”), and the other stockholders listed on Exhibit B hereto (such stockholders collectively, the “Common Stockholders”).
SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 21st, 2011 • Bluestem Brands, Inc. • New York
THIS SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of August 20, 2010 by and between Bluestem Brands, Inc. (f/k/a Fingerhut Direct Marketing, Inc.), a Delaware corporation (the “Grantor”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement referred to below.
LIMITED WAIVER AND AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 21st, 2011 • Bluestem Brands, Inc. • New York
This LIMITED WAIVER AND AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of April 21, 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”).
CREDIT AGREEMENT dated as of August 20, 2010 among FINGERHUT RECEIVABLES I, LLC, TRANCHE A LENDERS PARTIES HERETO, TRANCHE B LENDERS PARTIES HERETO, GOLDMAN SACHS BANK USA, as Administrative Agent, Collateral Agent, Joint Lead Arranger, Joint...Credit Agreement • April 21st, 2011 • Bluestem Brands, Inc. • New York
This CREDIT AGREEMENT, dated as of August 20, 2010, is entered into by and among FINGERHUT RECEIVABLES I, LLC, a Delaware limited liability company (the “Company”), the Tranche A Lenders party hereto from time to time, the Tranche B Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“GS Bank”), as Administrative Agent (in such capacity, “Administrative Agent”), Collateral Agent (in such capacity, “Collateral Agent”), Joint Lead Arranger and Joint Bookrunner, J.P. MORGAN SECURITIES INC. (“JPMSI”), as Joint Lead Arranger and Joint Bookrunner, GS BANK, as Syndication Agent (in such capacity, “Syndication Agent”), and GS BANK, as Documentation Agent (in such capacity, “Documentation Agent”).
METABANK And BLUESTEM BRANDS, INC. AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Dated as of August 20, 2010Receivables Sale Agreement • April 21st, 2011 • Bluestem Brands, Inc. • Iowa
THIS AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this “Agreement”), dated as of August 20, 2010 (“Effective Date”), is made by and between METABANK (“Bank”), a federal savings bank doing business as Meta Payment Systems and operating from a branch in Sioux Falls, South Dakota, and BLUESTEM BRANDS, INC. (formerly known as FINGERHUT DIRECT MARKETING, INC.) (“Bluestem”), a Delaware corporation having its principal location in Eden Prairie, Minnesota (each a “Party” and collectively the “Parties”).
STOCK PURCHASE AGREEMENT AMONG FINGERHUT DIRECT MARKETING, INC., BAIN CAPITAL VENTURE FUND 2007, L.P., BATTERY VENTURES VI, L.P., PRUDENTIAL CAPITAL PARTNERS II, L.P. AND THE OTHER PURCHASERS NAMED ON SCHEDULE I HERETO Dated as of May 15, 2008Stock Purchase Agreement • April 21st, 2011 • Bluestem Brands, Inc. • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 15th day of May, 2008 (the “Purchase Date”) by and among Fingerhut Direct Marketing, Inc., a Delaware corporation (the “Company”), Bain Capital Venture Fund 2007, L.P., a Delaware limited partnership (“Bain Capital”), certain entities related to Bain Capital as listed on Schedule I attached hereto, Battery Ventures VI, L.P., a Delaware limited partnership (“Battery Ventures”), certain Affiliates of Battery Ventures listed on Schedule I attached hereto, certain entities related to Prudential Capital Partners II, L.P., a Delaware limited partnership (“Prudential”), as listed on Schedule I attached hereto, and the other purchasers listed on Schedule I (each such purchaser, including Bain Capital, Battery Ventures and Prudential, is referred to herein as a “Purchaser,” and such purchasers collectively are referred to herein as the “Purchasers”). Certain terms used and not otherwise defined in the text of this Ag
FIRST AMENDMENT AND WAIVER TO SERVICING AGREEMENTServicing Agreement • April 21st, 2011 • Bluestem Brands, Inc. • New York
This FIRST AMENDMENT AND WAIVER TO SERVICING AGREEMENT, dated as of April 21, 2011 (this “Amendment”), amends that certain Servicing Agreement, dated as of August 20, 2010 (the “Servicing Agreement”) by and among BLUESTEM BRANDS, INC. (“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, “Administrative Agent”) and Collateral Agent, and grants certain waivers under the Servicing Agreement and the other Credit Documents as hereafter set forth. Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Servicing Agreement.
August 20, 2010Letter Agreement • April 21st, 2011 • Bluestem Brands, Inc. • 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 and that certain letter agreement dated as of July 31, 2009 (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.
May 15, 2008Purchase Agreement • April 21st, 2011 • Bluestem Brands, Inc. • 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 (the “Purchase Agreement”), between 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.
COLLECTIVE BARGAINING AGREEMENT BETWEEN BLUESTEM FULFILLMENT, INC. LOCATED IN ST. CLOUD IN THE STATE OF MINNESOTA AND CHICAGO & MIDWEST REGIONAL JOINT BOARD, AN AFFILIATE OF WORKERS UNITED/SEIU April 1, 2011 — March 31, 2014Collective Bargaining Agreement • April 21st, 2011 • Bluestem Brands, Inc.
THIS AGREEMENT made and entered into by and between Bluestem Fulfillment, Inc. (“FFI”) located in St. Cloud MN, hereinafter referred to as “Employer”, “Company”, or “Management”, by the undersigned duly authorized representative and the Chicago & Midwest Regional Joint Board, an affiliate of Workers United/SEIU, hereinafter referred to as the “Union”, by its undersigned duly authorized officials.
July 31, 2009Purchase Agreement • April 21st, 2011 • Bluestem Brands, Inc. • 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 and that certain letter agreement dated as of May 15, 2008 (the “Purchase Agreement”), between 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.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 21st, 2011 • Bluestem Brands, Inc. • New York
This Agreement (the “Agreement”) is made as of May 15, 2008 by and among Fingerhut Direct Marketing, Inc., a Delaware corporation (the “Company”), and the parties listed as Investors on Exhibit A hereto (the “Investors”).
STOCK PURCHASE AGREEMENT AMONG FINGERHUT DIRECT MARKETING, INC., BAIN CAPITAL VENTURE FUND, L.P., BATTERY VENTURES VI, L.P., PETTERS COMPANY, INC., THEODORE DEIKEL, AND THE OTHER PURCHASERS NAMED ON SCHEDULE I HERETO Dated as of February 24, 2004Stock Purchase Agreement • April 21st, 2011 • Bluestem Brands, Inc. • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 24th day of February, 2004 (the “Purchase Date”) by and among Fingerhut Direct Marketing, Inc., a Delaware corporation (the “Company”), Bain Capital Venture Fund, L.P., a Delaware limited partnership (“Bain Capital”), certain Affiliates of Bain Capital listed on Schedule I attached hereto, Battery Ventures VI, L.P., a Delaware limited partnership (“Battery Ventures”), certain Affiliates of Battery Ventures listed on Schedule I, Petters Company, Inc., a Minnesota corporation (“PCI”), Theodore Deikel (“Deikel”) and the other purchasers listed on Schedule I (each such purchaser, including Bain Capital, Battery Ventures, PCI and Deikel, is referred to herein as a “Purchaser,” and such purchasers collectively are referred to herein as the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.
NONQUALIFIED STOCK OPTION AGREEMENT FINGERHUT DIRECT MARKETING, INC. 2003 EQUITY INCENTIVE PLAN (EXECUTIVES)Agreement • April 21st, 2011 • Bluestem Brands, Inc.
THIS AGREEMENT, made effective as of this ___ day of ________, 20___ (the “Issue Date”) by and between Fingerhut Direct Marketing, Inc. , a Delaware corporation (the “Company”), and ________________ (“Optionee”).
June 21, 2007Purchase Agreement • April 21st, 2011 • Bluestem Brands, Inc. • Illinois
7A. Acceleration. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise):
METABANK and BLUESTEM BRANDS, INC. BACK-UP ORIGINATOR AGREEMENT FOR GETTINGTON CREDIT PROGRAM Dated as of August 20, 2010Bluestem Brands, Inc. • April 21st, 2011 • Iowa
THIS BACK-UP ORIGINATOR AGREEMENT FOR GETTINGTON CREDIT PROGRAM (this “Agreement”), dated as of August 20, 2010 (the “Effective Date”), is made by and between METABANK (“Bank”), a federal savings bank doing business as Meta Payment Systems and operating from a branch in Sioux Falls, South Dakota, and BLUESTEM BRANDS, INC. (f/k/a Fingerhut Direct Marketing, Inc.) (“Company”), a Delaware corporation having its principal location in Eden Prairie, Minnesota (each, a “Party” and collectively, the “Parties”).
NONQUALIFIED STOCK OPTION AGREEMENT FINGERHUT DIRECT MARKETING, INC. 2008 EQUITY AND INCENTIVE PLAN (CEO DIRECT REPORTS)Agreement • April 21st, 2011 • Bluestem Brands, Inc.
THIS AGREEMENT, made effective as of this ________ day of _________, 20__ (the “Date of Grant”), by and between Fingerhut Direct Marketing, Inc., a Delaware corporation (the “Company”), and [Insert Participant Name] (“Participant”).
SERVICING AGREEMENT between BLUESTEM BRANDS, INC., Servicer, FINGERHUT RECEIVABLES I, LLC, Company, and GOLDMAN SACHS BANK USA, Administrative Agent and Collateral Agent Dated as of August 20, 2010Servicing Agreement • April 21st, 2011 • Bluestem Brands, Inc. • New York
The undersigned, a duly authorized representative of BLUESTEM BRANDS, INC., as Servicer (the “Servicer”), pursuant to that certain Servicing Agreement, dated as of August 20, 2010, by and among the Servicer, FINGERHUT RECEIVABLES I, LLC (the “Company”) and GOLDMAN SACHS BANK USA, as Administrative Agent (the “Administrative Agent”) and Collateral Agent (as amended, restated, replaced, supplemented or otherwise modified from time to time the “Servicing Agreement”), (defined terms used and not otherwise defined herein shall have the meaning ascribed to them in the Servicing Agreement)), does hereby certify that:
THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 21st, 2011 • Bluestem Brands, Inc. • Illinois
THIS THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) is entered into as of August 20, 2010 by and between Bluestem Brands, Inc. (f/k/a Fingerhut Direct Marketing, Inc.), a Delaware corporation (the “Grantor”), and Prudential Capital Partners II, L.P., as collateral agent for the Holders referenced below (in such capacity, the “Subordinated Collateral Agent”).
April 21, 2011Purchase Agreement • April 21st, 2011 • Bluestem Brands, Inc. • 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 (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.
NONQUALIFIED STOCK OPTION AGREEMENT FINGERHUT DIRECT MARKETING, INC. 2005 NON- EMPLOYEE DIRECTORS PLANAgreement • April 21st, 2011 • Bluestem Brands, Inc.
THIS AGREEMENT, made effective as of this ____ day of ___________ 2005 (the “Issue Date”) by and between Fingerhut Direct Marketing, Inc., a Delaware corporation (the “Company”), and ______________________ (“Optionee”).
GUARANTY dated as of August 20, 2010Bluestem Brands, Inc. • April 21st, 2011 • New York
Reference is made to that certain Credit Agreement, dated as of August 20, 2010 (as may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Credit Agreement”) by and among Fingerhut Receivables I, LLC (the “Company”), the Lenders party thereto from time to time, Goldman Sachs Bank USA (“GS Bank”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), collateral agent, joint lead arranger, joint bookrunner, syndication agent and documentation agent, and J.P. Morgan Securities Inc. (“JPMSI”), as joint lead arranger and joint bookrunner. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
