exv10w37






Exhibit 10.37




EXECUTION COPY




July 1, 2011




Bluestem Brands, Inc.

6509 Flying Cloud Drive

Eden Prairie, Minnesota 55344

Attn: Chief Financial Officer



Ladies and Gentlemen:




     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.



     The Company has requested that the Purchasers amend the Purchase Agreement pursuant to the
terms and conditions set forth herein;



     Subject to the terms and conditions hereof, and effective upon the satisfaction of the
conditions set forth herein, the Purchasers are willing to agree to such request. Accordingly, and
in accordance with the provisions of paragraph 12C of the Purchase Agreement, the parties hereto
agree as follows:



     SECTION 1. Amendments to the Purchase Agreement. Upon the Effective Date, each
Purchaser and the Company agree that the Purchase Agreement shall be amended as follows:



     1.1 Amendment to clause (x) of paragraph 6C. Clause (x) of paragraph 6C is amended in
its entirety to read as follows:




     (x) investments received or loans or advances made in connection with the dispositions
of assets permitted by paragraph 6E including pursuant to installment contracts or similar
arrangements in connection with dispositions permitted under clause (xi) of paragraph 6E
(provided that the aggregate amount of such investments pursuant to installment contracts or
similar arrangements in connection with dispositions permitted under clause (xi) of
paragraph 6E shall not exceed $10,000,000 in the aggregate at any time outstanding);”



 









 





     1.2 Amendment to paragraph 6E. Paragraph 6E is hereby amended by (i) moving the “and” at the
end of clause (ix) to the end of clause (x) and (ii) adding the following new clause (xi) at the
end thereof:




     “(xi) with respect to the Company and any Subsidiary other than Bluestem SPV, sales of
inventory pursuant to installment contracts or similar arrangements with consumers and/or
employers of consumers in connection with voluntary benefit programs and payroll deduction
plans used to purchase general merchandise and services;”



     SECTION 2. Amendments to the Transaction Documents.



          (a) Upon the Effective Date, each Purchaser and the Company agree that, if US Bank shall
change any account number held at US Bank that is referenced in the Transaction Documents, such
account shall be deemed to refer to such new account number, immediately upon notice thereof to the
Subordinated Collateral Agent.




          (b) In connection with any change to the account number of any one or more accounts held at US
Bank, the Company, as grantor, hereby authorizes (i) the amendment of the related control agreement
and (ii) the filing of such amendments to financing statements, as, in each case, the Subordinated
Collateral Agent may determine are necessary or advisable to perfect (or maintain) any security
interest granted to the Subordinated Collateral Agent in such account, under any Security Document.




     SECTION 3. Representations and Warranties. The Company represents and warrants to the
Purchasers that, after giving effect hereto (a) each representation and warranty set forth in
paragraph 8 of the Purchase Agreement is true and correct as of the date of the execution and
delivery of this letter by the Company with the same effect as if made on such date (except to the
extent such representations and warranties expressly refer to an earlier date, in which case they
were true and correct as of such earlier date), (b) no Event of Default or Default exists, and (c)
neither the Company nor any of its Subsidiaries have paid or agreed to pay, nor will pay or agree
to pay, any fees or other compensation with respect to the amendments to the Servicing Agreement,
Holdings Letter Agreement, SPV Security Agreement or Credit Agreement referred to in Section 4(ii)
hereof (other than reimbursement of costs and expenses as required under such documentation).



     SECTION 4. Effectiveness. The amendments and/or consents described in Sections 1 and 2
above shall become effective upon the date (the “Effective Date”) the Required Holder(s) have
received the following documents:




     (i) a counterpart of this letter agreement duly executed by the Company; and




     (ii) fully executed copies of an amendment or consent to the Servicing
Agreement, Holdings Letter Agreement, SPV Security Agreement and an amendment to the
Credit Agreement, in form and substance satisfactory to the



 









 







Required Holder(s), and all conditions precedent to the effectiveness of such
amendments.



     SECTION 5. Reference to and Effect on Purchase Agreement. Upon the effectiveness of
this letter agreement, each reference in the Purchase Agreement or any other document, instrument
or agreement to the “Purchase Agreement” shall mean and be a reference to the Purchase Agreement as
modified by this letter agreement. Except as specifically set forth in Section 1 hereof, the
Purchase Agreement shall remain in full force and effect and is hereby ratified and confirmed in
all respects. Except as specifically stated in Sections 1 and 2 of this letter, the execution,
delivery and effectiveness of this letter shall not (a) amend the Purchase Agreement or any
Subordinated Note, (b) operate as a waiver of any other Default or Event of Default or as a waiver
of any right, power or remedy of any holder of the Subordinated Notes, or (c) constitute a waiver
of, or consent to any departure from, any provision of the Subordinated Note Agreement or any
Subordinated Note at any time. The execution, delivery and effectiveness of this letter shall not
be construed as a course of dealing or other implication that any holder of the Subordinated Notes
has agreed to or is prepared to grant any consents or agree to any waiver to the Purchase Agreement
in the future, whether or not under similar circumstances.



     SECTION 6. Expenses. The Company hereby confirms its obligations under the Purchase
Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly
after request by the Purchasers, all reasonable out-of-pocket costs and expenses, including
attorneys’ fees and expenses, incurred by the Purchasers in connection with this letter agreement
or the transactions contemplated hereby, in enforcing any rights under this letter agreement, or in
responding to any subpoena or other legal process or informal investigative demand issued in
connection with this letter agreement or the transactions contemplated hereby. The obligations of
the Company under this Section 6 shall survive transfer by the Purchasers of any Subordinated Note
and payment of any Subordinated Note.



     SECTION 7. Consent to Amendments or Consents to the Credit Agreement and the Servicing
Agreement, Holdings Letter Agreement and SPV Security Agreement. By their execution of this
letter agreement, the Purchasers hereby consent (to the extent required) to the execution and
delivery by the Company of amendments to each of the Credit Agreement and the Servicing Agreement,
Holdings Letter Agreement and SPV Security Agreement, which are substantially similar to the
amendments set forth herein, and this letter agreement shall constitute proper notice under the
Transaction Documents (to the extent required) with respect to such amendments.



     SECTION 8. Governing Law. THIS LETTER AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS OF SUCH STATE WHICH WOULD OTHERWISE CAUSE THIS LETTER AGREEMENT TO BE CONSTRUED OR
ENFORCED OTHER THAN IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.



 









 





     SECTION 9. Counterparts; Section Titles. This letter agreement may be executed via
facsimile or electronic transmission in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed and delivered shall be deemed to be an
original and all of which taken together shall constitute but one and the same instrument. The
section titles contained in this letter agreement are and shall be without substance, meaning or
content of any kind whatsoever and are not a part of the agreement between the parties hereto.



	 	 	 	 	 
	 	Very truly yours,







PRUDENTIAL CAPITAL PARTNERS II, L.P.

 	 
	 	By:  	 Stetson Street Partners, L.P.,
 	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	By:  	                    /s/ David Quackenbush
 	 
	 	 	Vice President 	 
	 	 	 	 
	 
	 	PRUDENTIAL CAPITAL PARTNERS

MANAGEMENT FUND II, L.P.

 	 
	 	By:  	 Mulberry Street Holdings, LLC,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	 	 
	 	By:  	                Prudential Investment Management, Inc.,
 	 
	 	 	its managing member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                /s/ David Quackenbush
 	 
	 	 	Vice President 	 
	 	 	 	 
	 
	 	PRUDENTIAL CAPITAL PARTNERS

(PARALLEL FUND) II, L.P.

 	 
	 	By:  	 Stetson Street Partners, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                            /s/ David Quackenbush
 	 
	 	 	Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 

	AGREED AND ACCEPTED	 	 
	 
	 	 	 	 
	BLUESTEM BRANDS, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mark P. Wagener
 

Title:  Executive Vice President & CFO