exv4w19






Exhibit 4.19




AMENDMENT NO. 1

TO

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT




     This Amendment No. 1 to Amended and Restated Stockholders Agreement, dated as of May 20, 2011
(this “Amendment”), amends that certain Amended and Restated Stockholders 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 and
Common Stockholders 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 8.2 of the Agreement, the amendment contemplated hereby may be
effected by written consent of the Company, the Required Holders, Bain Capital, Battery Ventures,
and Douglas A. Kelley (the court-appointed receiver and trustee who exercises all rights of Thomas
J. Petters and his affiliates 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 Article I 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.



 









 








     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.




[REMAINDER OF PAGE LEFT BLANK]




Amendment No. 1 to Amended and Restated Stockholders Agreement




 









 




     IN WITNESS WHEREOF, each of the undersigned has signed this Amendment to Amended and Restated
Stockholders Agreement, or caused it 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 and

Chief Financial Officer 	 
	 
	 	BAIN CAPITAL VENTURE FUND 2007, L.P.
	 
	 	By:  	Bain Capital Venture Partners 2007, L.P.
 	 
	 	 	its general partner 	 
	 	By:  	Bain Capital Venture Investors, LLC
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ Michael Krupka
 	 
	 	 	Michael Krupka 	 
	 	 	Authorized Person 	 
	 
	 	BATTERY VENTURES VI, L.P.
	 
	 	By:  	Battery Partners VI, LLC
 	 
	 	 	General Partner 	 
	 	 	 
	 	By:  	/s/ Morgan Jones
 	 
	 	Name:  	Morgan Jones 	 
	 	Its: 	            Member Manager 	 
	 	 	 
	 	/s/ Douglas A. Kelley
 	 
	 	DOUGLAS A. KELLEY 	 
	 	Court-appointed receiver,

on behalf of Thomas J. Petters 	 
	 



Amendment No. 1 to Amended and Restated Stockholders Agreement




 









 








		 	 	 	 
	 	REQUIRED HOLDERS:



Bain Capital Venture Fund 2001, L.P.
	 
	 	By:  	Bain Capital Venture Partners, L.P.
 	 
	 	 	its General Partner 	 
	 	By:  	Bain Capital Investors, LLC
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	/s/ Michael Krupka
 	 
	 	 	Michael Krupka 	 
	 	 	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:  	Bain Capital Investors, LLC
 	 
	 	 	their Managing Partner 	 
	 	 	 
	 	By:  	/s/Michael Krupka
 	 
	 	 	Michael Krupka 	 
	 	 	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 Stockholders Agreement




 









 








	 	 	 	 	 
	 	REQUIRED HOLDERS (continued):



RGIP, LLC

 	 
	 	By:  	/s/ Illegible
 	 
	 	Name:  	 	 
	 	Its: 	           Authorized Person 	 
	 
	 	BAIN CAPITAL VENTURE FUND 2007, L.P.
	 
	 	By:  	Bain Capital Venture Partners 2007, L.P.
 	 
	 	 	its general partner 	 
	 	By:  	Bain Capital Venture Investors, LLC
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ Michael Krupka
 	 
	 	 	Michael Krupka 	 
	 	 	Authorized Person 	 
	 
	 	BCIP VENTURE ASSOCIATES
	 
	 	By:  	Bain Capital Investors, LLC
 	 
	 	 	its managing partner 	 
	 	By:  	Bain Capital Venture Investors, LLC
 	 
	 	 	its Attorney-in-fact 	 
	 	 	 
	 	By:  	/s/ Michael Krupka
 	 
	 	 	Michael Krupka 	 
	 	 	Managing Director 	 
	 



Amendment No. 1 to Amended and Restated Stockholders Agreement




 









 








	 	 	 	 	 
	 	REQUIRED HOLDERS (continued):



BCIP VENTURE ASSOCIATES B
	 
	 	By:  	Bain Capital Investors, LLC
 	 
	 	 	its managing partner 	 
	 	By:  	Bain Capital Venture Investors, LLC
 	 
	 	 	its Attorney-in-fact 	 
	 	 	 
	 	By:  	/s/ Michael Krupka
 	 
	 	 	Michael Krupka 	 
	 	 	Managing Director 	 
	 
	 	BATTERY VENTURES VI, L.P.
	 
	 	By:  	Battery Partners VI, LLC
 	 
	 	 	General Partner 	 
	 	 	 
	 	By:  	/s/Morgan Jones
 	 
	 	Name:  	Morgan Jones 	 
	 	Its: 	                Member Manager 	 
	 
	 	BATTERY INVESTMENT PARTNERS VI, LLC

 	 
	 	By:  	/s/ Morgan Jones
 	 
	 	Name:  	Morgan Jones 	 
	 	Its: 	       Member Manager 	 
	 



Amendment No. 1 to Amended and Restated Stockholders Agreement