exv4w23






Exhibit 4.23




Execution Version




BLUESTEM BRANDS, INC.




AMENDMENT NO. 1

TO

SERIES A PREFERRED STOCK PURCHASE WARRANT



     This Amendment No. 1 to Series A Preferred Stock Purchase Warrant, dated as of June 28, 2011
(this “Amendment”), will amend that certain warrant, originally issued on March 24, 2006 (the
“Warrant”), by Bluestem Brands, Inc., a Delaware corporation (the “Company”), to Prudential Capital
Partners Management Fund II, L.P. (the “Holder”), to purchase 1,669,119 shares of the Company’s
Series A Convertible Preferred Stock, par value $0.00001 per share, at the per share exercise price
of $0.01.



     WHEREAS, the Company and the Holder desire to amend the Warrant to clarify the effect that the
Company’s initial public offering will have on the Holder’s rights under the Warrant.



     NOW, THEREFORE, the parties hereby agree as follows:



     1. Defined Terms. Capitalized terms used but not defined herein will have the
meanings given to them in the Warrant.



     2. Redemption or Conversion of Series A Preferred Stock.




     a) If the Company’s Registration Statement on Form S-1, No. 333-173668, filed with the
Securities and Exchange Commission, shall become effective and the Company shall consummate
the initial public offering of its Common Stock thereunder, (such event, an “Event”), then
from and after such Event, the Holder shall have the right to purchase and receive, in lieu
of the shares of Series A Preferred Stock immediately theretofore purchasable and receivable
pursuant to the Warrant, shares of common stock of the Company (“Common Stock”) in an
aggregate amount (as the same may be adjusted as hereinafter provided, the “Shares”) equal
to the number of shares of Common Stock that such Holder would have received if the Holder
had exercised the Warrant immediately prior to the Event and the Series A Preferred Stock
that such Holder would have received upon such exercise had been simultaneously converted
into shares of Common Stock. The Exercise Price shall be adjusted simultaneously with the
Event to equal the quotient obtained by dividing (x) the aggregate Exercise Price of the
maximum number of shares of Series A Preferred Stock for which the Warrant was exercisable
immediately prior to such Event, by (y) the number of shares of Common Stock for which the
Warrant is exercisable immediately after such Event.




     b) From and after such Event, references in the Warrant to Series A Preferred Stock
shall be deemed amended to be references to Common Stock, and any other appropriate
provision shall be made, to the extent necessary or appropriate, to accord the Holder the
same rights and privileges relative to the purchase of Common Stock as the Warrant accorded
the Holder relative to the purchase of Series A Preferred Stock prior to the Event;
provided, however, that from and after such Event, the term “Shares” shall
have the meaning given to it in Section 2(a) of this Amendment.



 









 






     c) From and after such Event, the last sentence of Section 4(d)(i) shall be amended and
restated to read as follows:




	 	 	 	“If the Company shall, at any time or from time to time prior to the
Expiration Date, issue any shares of Common Stock as a stock dividend or
upon any stock split or other subdivision or combination of shares of Common
Stock, the number of Shares issuable pursuant to this Warrant shall be
increased or decreased (as applicable) by such amount required so that the
total number of Shares issuable under this Warrant, as a percentage of the
aggregate number of Fully Diluted Shares of the Company as of the date of
(and after giving effect to) such dividend, shall equal the same percentage
of Fully Diluted Shares of the Company as of immediately prior to such
dividend; provided that, for the avoidance of doubt, there shall be
no such adjustment as a result of the issuance by the Company of shares of
Common Stock in accordance with Article FOURTH, Section 1.6 of the Company’s
Fourth Amended and Restated Certificate of Incorporation in satisfaction of
dividends that have accrued on the Company’s Series B Preferred Stock or
Series A Preferred Stock pursuant to Article FOURTH, Section 1.2 or 1.3,
respectively, of the Company’s Fourth Amended and Restated Certificate of
Incorporation (the “Preferred Dividend Conversion Shares”).”






     d) From and after such Event, the meaning given to the term “Excluded Shares”
in Section 4(d)(iii) of the Warrant shall no longer apply, and for purposes of Section 4(d)
of the Warrant the term “Excluded Shares” shall mean all shares of Common Stock
issued (or pursuant to Section 4(d)(ii) of the Warrant deemed to have been issued) by the
Company at any time (A) upon conversion of any shares of preferred stock of the Company
(including the Preferred Dividend Conversion Shares), (B) to officers, directors, employees
or consultants of the Company pursuant to any compensatory equity award (including, without
limitation, restricted stock or stock options), (C) upon exercise or conversion of any
Convertible Securities outstanding as of the date of such Event, or (D) in events described
in Section 4(b) or 4(c) of the Warrant.



     3. All Other Terms Unchanged. Except as expressly provided in this Amendment, all of
the provisions, terms and conditions of the Warrant 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 Warrant, then the provisions of this Amendment shall apply.



     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.



[Signature page follows.]









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     IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to Series A
Preferred Stock Purchase Warrant to be signed by its duly authorized officer, effective as of the
date first written above.



	 	 	 	 	 	 	 

	 	 	BLUESTEM BRANDS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark P. Wagener	 	 
	 

	 	Name:
	 	 

Mark P. Wagener
	 	 
	 

	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PRUDENTIAL CAPITAL PARTNERS MANAGEMENT FUND II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Julia Buthman	 	 
	 

	 	Name:
	 	 

Julia Buthman
	 	 
	 

	 	Title:
	 	Vice President	 	 







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