Common use of Amendments to the Purchase Agreement Clause in Contracts

Amendments to the Purchase Agreement. Upon the Effective Date (as defined in Section 3 hereof), each Purchaser and the Company agree that, the Purchase Agreement and the Subordinated Notes shall be amended as follows: 1.01 Each reference to “Fingerhut SPV” in the Purchase Agreement is replaced by the phrase “Bluestem SPV”. 1.02 Each reference to “SPV Revolving Credit Agreement” in the Purchase Agreement is replaced by the phrase “SPV Credit Agreement”. 1.03 Each reference to “Fingerhut Direct Marketing, Inc.” in the Purchase Agreement is replaced by the phrase “Bluestem Brands, Inc.” 1.04 Paragraphs 1A and 4A of the Purchase Agreement are hereby amended by deleting the references to “March 24, 2013” and inserting “November 21, 2013” in lieu thereof. 1.05 Clause (i) of paragraph 5A of the Purchase Agreement is hereby amended by inserting “(or, following an Initial Public Offering, 90 days or such longer period in which the Company is permitted to submit its form 10-K with the Securities and Exchange Commission)” immediately following the reference to “120 days” contained therein. 1.06 Clauses (ii) and (iii) of paragraph 5A of the Purchase Agreement are hereby amended by, in each case, deleting the reference to “and, at the request of the Required Holder(s) at their sole discretion, consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows” contained therein and inserting “balance sheet and related statements of operations, stockholders’ equity and cash flows (and at the request of the Required Holder(s) in their sole discretion, consolidating balance sheets)” in lieu thereof. 1.07 Clause (iii) of paragraph 5A of the Purchase Agreement is hereby amended by deleting the reference to “20 days” contained therein and inserting “30 days” in lieu thereof. 1.08 Clause (vi) of paragraph 5A of the Purchase Agreement is hereby amended by (a) deleting the words “income statement and funds flow statement” contained therein, (b) inserting the words “balance sheet, income statement and funds flow statement” immediately following the words “projected consolidated” and (c) deleting the phrase “Required Holder(s) at their sole discretion” contained therein and inserting “Required Holder(s) in their sole discretion” in lieu thereof. 1.09 Clause (viii) of paragraph 5A of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: “[Intentionally omitted];” 1.10 Paragraph 5A of the Purchase Agreement is hereby amended by inserting the following paragraph at the end thereof: Notwithstanding the foregoing, after an Initial Public Offering, the obligations in clauses (i) or (ii) of paragraph 5A may be satisfied with respect to financial information by furnishing the Company’s Form 10-K or 10-Q, as applicable, to the extent filed with the Securities and Exchange Commission. Documents required to be delivered pursuant to clauses (i) or (ii) of paragraph 5A may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Company posts such documents, or provides a link thereto, on the Company’s website on the Internet; provided that the Company shall notify (which may be by facsimile or electronic mail) the holders of the Subordinated Notes of the posting of any such documents. 1.11 Paragraph 5I of the Purchase Agreement is hereby amended by (a) deleting the phrase “wind down and dissolve the Securitization SPE” and (b) replacing such phrase with the words “liquidate, wind down or dissolve Bluestem Fulfillment, Inc”. 1.12 Paragraph 5J of the Purchase Agreement is hereby amended by deleting the phrase “date of closing” contained therein and inserting “Fourth Amendment Effective Date” in lieu thereof. 1.13 Paragraph 5M of the Purchase Agreement is hereby amended by (a) deleting the phrase “First Amendment Effective Date” contained in clause (i) thereof and inserting “Fourth Amendment Effective Date” in lieu thereof, (b) deleting the reference to “Fingerhut SPV” contained in clause (i) thereof and replacing it with the words “Bluestem SPV and Bluestem Fulfillment, Inc.”, and (c) deleting the reference to “the Securitization SPE and Fingerhut SPV” contained in clause (ii) thereof and inserting “Bluestem SPV but excluding the Equity Interests in Bluestem Fulfillment, Inc.” in lieu thereof. 1.14 Paragraph 5O of the Purchase Agreement is hereby amended and restated in its entirety and shall read as follows:

Amendments to the Purchase Agreement. Upon the Effective Date (as defined in Section 3 hereof), each Purchaser and the Company agree that, the The Purchase Agreement and the Subordinated Notes shall be is hereby amended as follows: 1.01 Each reference to “Fingerhut SPV” in the Purchase Agreement is replaced by the phrase “Bluestem SPV”. 1.02 Each reference to “SPV Revolving Credit Agreement” in the Purchase Agreement is replaced by the phrase “SPV Credit Agreement”. 1.03 Each reference to “Fingerhut Direct Marketing, Inc.” in the Purchase Agreement is replaced by the phrase “Bluestem Brands, Inc.” 1.04 Paragraphs 1A and 4A of the Purchase Agreement are hereby amended by deleting the references to “March 24, 2013” and inserting “November 21, 2013” in lieu thereof. 1.05 Clause (ia) of paragraph 5A Section 3.1 of the Purchase Agreement is hereby amended by inserting “the following new sentence at the end thereof: Seller acknowledges and agrees that any Purchaser or Agent, or any Affiliate thereof, may from time to time (orbut without any obligation) purchase and hold for any period Commercial Paper issued by any Conduit for its own account, following an Initial Public Offering, 90 days or regardless of any difference between (i) the equivalent interest rate for such longer period in which the Company is permitted to submit its form 10-K with the Securities Conduit’s CP Costs and Exchange Commission)” immediately following the reference to “120 days” contained therein. 1.06 Clauses (ii) the applicable Discount Rate with respect to such Conduit’s Committed Purchaser, in each case for any such applicable period. (b) Clauses (iii), (iv) and (iiiv) of paragraph 5A Section 9.1(f) of the Purchase Agreement are hereby amended by, in each case, deleting the reference to “and, at the request of the Required Holder(s) at their sole discretion, consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows” contained therein and inserting “balance sheet and related statements of operations, stockholders’ equity and cash flows (and at the request of the Required Holder(s) restated in their sole discretion, consolidating balance sheets)” in lieu thereof.entirety to read as follows: 1.07 Clause (iii) any calendar month, the three month rolling average of paragraph 5A the Loss-to-Liquidation Ratio shall exceed 4.0%, (iv) any calendar month, the three month rolling average of the Dilution Ratio shall exceed 28.0%, (v) [reserved], and (c) Section 10.2 of the Purchase Agreement is hereby amended by deleting adding the reference following new paragraph at the end thereof: Without limiting the foregoing, if any Funding Source has or reasonably anticipates having any claim for compensation from the Seller pursuant to “20 days” contained therein this Section 10.2 and inserting “having the facility provided for by such Funding Source rated by a credit rating agency could reduce the amount of such compensation (in such Funding Source’s reasonable discretion), such Funding Source shall provide 30 days” ’ prior written notice to the Seller (a “Rating Request”), which Rating Request shall specify the basis for such claim, that such Funding Source or its designee intends to request a rating of its related facility from a credit rating agency that is mutually agreeable to such Funding Source, the Administrative Agent and the Servicer (the agreement of the Servicer not to be unreasonably withheld, conditioned or delayed). Each of the Seller and the Servicer agree that it shall promptly (i) cooperate reasonably with such Funding Source’s efforts to obtain and maintain such rating (including such efforts to make a full and complete application for such rating), (ii) provide such credit rating agency (either directly or through distribution to the Administrative Agent or such Funding Source (with a copy to the Administrative Agent)), any information requested by such credit rating agency reasonably necessary for the purposes of its analysis of, or its providing or monitoring of such rating, and (iii) comply with all requirements of the credit rating agency with respect to such rating. The Seller shall pay all initial, ongoing and renewal fees payable to such credit rating agency in lieu thereofconnection with any such rating or the monitoring thereof regardless of whether such rating is obtained. The Seller and the Servicer shall also comply in all respects with Rule 17g-5 of the Securities Exchange Act of 1934 in respect of such rating. Nothing in this paragraph shall (A) preclude any Funding Source from demanding compensation from the Seller in accordance with Article X or otherwise at any time and without regard to whether any rating shall have been obtained, or (B) require any Funding Source to obtain any rating on the related facility prior to demanding any such compensation from the Seller. 1.08 Clause (vid) The last sentence of paragraph 5A Section 14.5(b) of the Purchase Agreement is hereby amended by (a) deleting the words “income statement and funds flow statement” contained therein, (b) inserting the words phrase “balance sheet(including, income statement and funds flow statementwithout limitation, as contemplated by Rule 17g-5 of the Securities Exchange Act of 1934)” immediately following the words word “projected consolidatedrule” and (c) deleting the phrase “Required Holder(s) at their sole discretion” contained therein and inserting “Required Holder(s) in their sole discretion” in lieu thereoftherein. 1.09 Clause (viiie) The definition of paragraph 5A “Aggregate Reserves” set forth in Exhibit I of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: “[Intentionally omitted];” 1.10 Paragraph 5A of the Purchase Agreement is hereby amended by inserting the following paragraph at the end thereof: Notwithstanding the foregoing, after an Initial Public Offering, the obligations in clauses (i) or (ii) of paragraph 5A may be satisfied with respect to financial information by furnishing the Company’s Form 10-K or 10-Q, as applicable, to the extent filed with the Securities and Exchange Commission. Documents required to be delivered pursuant to clauses (i) or (ii) of paragraph 5A may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Company posts such documents, or provides a link thereto, on the Company’s website on the Internet; provided that the Company shall notify (which may be by facsimile or electronic mail) the holders of the Subordinated Notes of the posting of any such documents. 1.11 Paragraph 5I of the Purchase Agreement is hereby amended by (a) deleting the phrase “wind down and dissolve the Securitization SPE” and (b) replacing such phrase with the words “liquidate, wind down or dissolve Bluestem Fulfillment, Inc”. 1.12 Paragraph 5J of the Purchase Agreement is hereby amended by deleting the phrase “date of closing” contained therein and inserting “Fourth Amendment Effective Date” in lieu thereof. 1.13 Paragraph 5M of the Purchase Agreement is hereby amended by (a) deleting the phrase “First Amendment Effective Date” contained in clause (i) thereof and inserting “Fourth Amendment Effective Date” in lieu thereof, (b) deleting the reference to “Fingerhut SPV” contained in clause (i) thereof and replacing it with the words “Bluestem SPV and Bluestem Fulfillment, Inc.”, and (c) deleting the reference to “the Securitization SPE and Fingerhut SPV” contained in clause (ii) thereof and inserting “Bluestem SPV but excluding the Equity Interests in Bluestem Fulfillment, Inc.” in lieu thereof. 1.14 Paragraph 5O of the Purchase Agreement is hereby amended and restated in its entirety and shall read as follows:

Amendments to the Purchase Agreement. Upon the Effective Date (as defined in a) Section 3 hereof), each Purchaser and the Company agree that, the Purchase Agreement and the Subordinated Notes shall be amended as follows: 1.01 Each reference to “Fingerhut SPV” in the Purchase Agreement is replaced by the phrase “Bluestem SPV”. 1.02 Each reference to “SPV Revolving Credit Agreement” in the Purchase Agreement is replaced by the phrase “SPV Credit Agreement”. 1.03 Each reference to “Fingerhut Direct Marketing, Inc.” in the Purchase Agreement is replaced by the phrase “Bluestem Brands, Inc.” 1.04 Paragraphs 1A and 4A of the Purchase Agreement are hereby amended by deleting the references to “March 24, 2013” and inserting “November 21, 2013” in lieu thereof. 1.05 Clause (i2.3(a)(ii) of paragraph 5A of the Purchase Agreement is hereby amended by inserting “(or, following an Initial Public Offering, 90 days or such longer period in which the Company is permitted to submit its form 10-K with the Securities and Exchange Commission)” immediately following the reference to “120 days” contained therein. 1.06 Clauses (ii) and (iii) of paragraph 5A of the Purchase Agreement are hereby amended by, in each case, deleting the reference to “and, at the request of the Required Holder(s) at their sole discretion, consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows” contained therein and inserting “balance sheet and related statements of operations, stockholders’ equity and cash flows (and at the request of the Required Holder(s) in their sole discretion, consolidating balance sheets)” in lieu thereof. 1.07 Clause (iii) of paragraph 5A of the Purchase Agreement is hereby amended by deleting the reference to “20 days” contained therein percentage "1/2 of 1%" and inserting “30 days” in lieu thereofsubstituting therefor the phrase "the Applicable Margin". 1.08 Clause (vi) of paragraph 5A of the Purchase Agreement is hereby amended by (a) deleting the words “income statement and funds flow statement” contained therein, (b) inserting the words “balance sheet, income statement and funds flow statement” immediately following the words “projected consolidated” and (cSection 2.7(a)(iii) deleting the phrase “Required Holder(s) at their sole discretion” contained therein and inserting “Required Holder(s) in their sole discretion” in lieu thereof. 1.09 Clause (viii) of paragraph 5A of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: “[Intentionally omitted];” 1.10 Paragraph 5A of the Purchase Agreement is hereby amended by inserting the following paragraph at the end thereof: Notwithstanding the foregoing, after an Initial Public Offering, the obligations in clauses (i) or (ii) of paragraph 5A may be satisfied with respect to financial information by furnishing the Company’s Form 10-K or 10-Q, as applicable, to the extent filed with the Securities and Exchange Commission. Documents required to be delivered pursuant to clauses (i) or (ii) of paragraph 5A may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Company posts such documents, or provides a link thereto, on the Company’s website on the Internet; provided that the Company shall notify (which may be by facsimile or electronic mail) the holders of the Subordinated Notes of the posting of any such documents. 1.11 Paragraph 5I of the Purchase Agreement is hereby amended by (a) deleting the phrase “wind down and dissolve the Securitization SPE” and (b) replacing such phrase with the words “liquidate, wind down or dissolve Bluestem Fulfillment, Inc”. 1.12 Paragraph 5J of the Purchase Agreement is hereby amended by deleting the percentage ".20 of 1%" and substituting therefor the phrase “date of closing” contained therein and inserting “Fourth Amendment Effective Date” in lieu thereof"the Applicable Fee". 1.13 Paragraph 5M (c) Section 10(e) of the Purchase Agreement is hereby amended by deleting said section in its entirety and substituting therefor the phrase "Intentionally omitted". (ad) Exhibit A to the Credit Agreement is hereby amended by deleting the phrase “First Amendment Effective Date” contained in clause definition of "Purchase Commitment Amount" set forth therein and substituting therefor the following: "Purchase Commitment Amount - From and after December 31, 1995, $12,000,000." (ie) thereof and Exhibit A to the Credit Agreement is hereby amended by inserting “Fourth Amendment Effective Date” in lieu thereof, (b) deleting the reference following definitions where alphabetically appropriate: "Applicable Fee. Applicable to “Fingerhut SPV” contained in clause (i) thereof and replacing it with the words “Bluestem SPV and Bluestem Fulfillment, Inc.”, and (c) deleting the reference to “the Securitization SPE and Fingerhut SPV” contained in clause (ii) thereof and inserting “Bluestem SPV but excluding the Equity Interests in Bluestem Fulfillment, Inc.” in lieu thereof. 1.14 Paragraph 5O determination of the Purchase Commitment Fee from time to time, the rate per annum set forth below based on the ratings assigned to the senior debt of the Seller by Standard & Poor's Corporation (or its successors and assigns) and by Duff & Phelps, Inc. (or ixx xxxcessors and assigns). The Applicable Fee shall change on the date of any public announcement of a change in rating by either ratings agency. If the ratings of the ratings agencies shall fall within different categories, the higher rating shall prevail for purposes of determining the Applicable Fee. LEVEL STANDARD & POOR'S APPLICABLE FEE /DUFF & PHELPS ----- ----------------- -------------- I A- .10% II BBB+ .125% III BBB .15% IV BBB- .20% V BB .25% VI below BB .30% "Applicable Margin. Applicable to the Undivided Interest owned by the Bank from time to time, the rate per annum set forth below based on the ratings assigned to the senior debt of the Seller by Standard & Poor's Corporation (or its successors and assigns) and by Duff & Phelps, Inc. (or ixx xxxcessors and assigns). The Applicable Margin shall change on the date of any public announcement of a change in rating by either ratings agency. If the ratings of the ratings agencies shall fall within different categories, the higher rating shall prevail for purposes of determining the Applicable Margin. LEVEL STANDARD & POOR'S APPLICABLE FEE /DUFF & PHELPS ----- ----------------- -------------- I A- .25% II BBB+ .30% III BBB .375% IV BBB- .40% V BB .75% VI below BB 1.00% (f) The Purchase Agreement is hereby amended by deleting Schedule 1.1 thereto and restated substituting therefor a new Schedule 1.1 in its entirety and shall read the form attached hereto as follows:Schedule 1.1.

Amendments to the Purchase Agreement. Upon the Effective Date (as defined in Section 3 hereof), each Purchaser and the Company agree that, the Purchase Agreement and the Subordinated Notes shall be amended as follows: 1.01 Each reference to “Fingerhut SPV” in the Purchase Agreement is replaced by the phrase “Bluestem SPV”. 1.02 Each reference to “SPV Revolving Credit Agreement” in the Purchase Agreement is replaced by the phrase “SPV Credit Agreement”. 1.03 Each reference to “Fingerhut Direct Marketing, Inc.” in the Purchase Agreement is replaced by the phrase “Bluestem Brands, Inc.” 1.04 Paragraphs 1A and 4A of the Purchase Agreement are hereby amended by deleting the references to “March 24, 2013” and inserting “November 21, 2013” in lieu thereof. 1.05 2.1 Clause (i) of paragraph 5A the first sentence of Section 1.3 of the Purchase Agreement is hereby amended by inserting “(or, following an Initial Public Offering, 90 days or such longer period in which the Company is permitted to submit its form 10-K with the Securities and Exchange Commission)” immediately following the reference to “120 days” contained therein. 1.06 Clauses (ii) and (iii) of paragraph 5A of the Purchase Agreement are hereby amended by, in each case, deleting the reference to “and, at the request of the Required Holder(s) at their sole discretion, consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows” contained therein and inserting “balance sheet and related statements of operations, stockholders’ equity and cash flows (and at the request of the Required Holder(s) in their sole discretion, consolidating balance sheets)” in lieu thereof. 1.07 Clause (iii) of paragraph 5A of the Purchase Agreement is hereby amended by deleting the reference to “20 days” contained therein and inserting “30 days” in lieu thereof. 1.08 Clause (vi) of paragraph 5A of the Purchase Agreement is hereby amended by (a) deleting the words “income statement and funds flow statement” contained therein, (b) inserting the words “balance sheet, income statement and funds flow statement” immediately following the words “projected consolidated” and (c) deleting the phrase “Required Holder(s) at their sole discretion” contained therein and inserting “Required Holder(s) in their sole discretion” in lieu thereof. 1.09 Clause (viii) of paragraph 5A of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: : (i) certain debt owed by IHWCC to Cox/West Properties pursuant to the long-term note set forth on Exhibit A attached hereto and incorporated by reference, in the approximate principal amount not to exceed Six Hundred Sixty-Three Thousand Dollars ($663,000), which debt Purchaser shall pay in full at the Closing (and the amount of which has been included in the calculation of the Purchase Price) (the “[Intentionally omitted];IHWCC Debt).” 1.10 Paragraph 5A 2.2 The last paragraph of Section 1.3 of the Purchase Agreement is hereby amended by inserting the addition of the following paragraph provision at the end thereofof such paragraph: “Notwithstanding the foregoing, after an Initial Public Offering, the agreement to pay the IHWCC Debt shall not create any obligations in clauses (i) or (ii) of paragraph 5A may be satisfied with respect to financial information by furnishing the Company’s Form 10-K or 10-Q, as applicable, to the extent filed with the Securities and Exchange Commission. Documents required to be delivered pursuant to clauses (i) or (ii) of paragraph 5A may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Company posts such documents, or provides a link thereto, on the Company’s website on the Internet; provided that the Company shall notify (which may be by facsimile or electronic mail) the holders of the Subordinated Notes of Purchaser to third parties, and Purchaser’s failure to pay the posting of IHWCC Debt for any such documentsreason shall not give rise to any consequential damages or liabilities to third parties.” 1.11 Paragraph 5I 2.3 Section 1.4(a) of the Purchase Agreement is hereby amended by (a) deleting the phrase “wind down and dissolve the Securitization SPE” and (b) replacing such phrase with the words “liquidate, wind down or dissolve Bluestem Fulfillment, Inc”. 1.12 Paragraph 5J of the Purchase Agreement is hereby amended by deleting the phrase “date of closing” contained therein and inserting “Fourth Amendment Effective Date” in lieu thereof. 1.13 Paragraph 5M of the Purchase Agreement is hereby amended by (a) deleting the phrase “First Amendment Effective Date” contained in clause (i) thereof and inserting “Fourth Amendment Effective Date” in lieu thereof, (b) deleting the reference to “Fingerhut SPV” contained in clause (i) thereof and replacing it with the words “Bluestem SPV and Bluestem Fulfillment, Inc.”, and (c) deleting the reference to “the Securitization SPE and Fingerhut SPV” contained in clause (ii) thereof and inserting “Bluestem SPV but excluding the Equity Interests in Bluestem Fulfillment, Inc.” in lieu thereof. 1.14 Paragraph 5O of the Purchase Agreement is hereby amended and restated in its entirety and shall read as follows: (a) The parties acknowledge that, on the Closing Date and pursuant to the terms of this Agreement, Purchaser shall pay, to the party identified by the Seller Parties, and according to the payoff letter, a copy of which is attached hereto as Schedule 1.4(a) and incorporated by reference, the IHWCC Debt in full, and in connection therewith, Purchaser may apply the One Hundred Thousand Dollars ($100,000) refundable xxxxxxx money deposit made by Basin pursuant to that certain Letter of Intent, dated as of April 4, 2007, by and between Basin and the Seller Parties (the “Deposit”), toward payment of the IHWCC Debt.” Assignment and Amendment Agreement Page 4 of 16 (including exhibits) 2.4 Section 1.4(b) of the Purchase Agreement is amended and restated in its entirety as follows:

Amendments to the Purchase Agreement. Upon the Effective Date (as defined in Section 3 hereof), each Purchaser and the Company agree that, the Purchase Agreement and the Subordinated Notes shall be amended as follows: 1.01 Each reference The heading to “Fingerhut SPV” in the Purchase Agreement is replaced by the phrase “Bluestem SPV”. 1.02 Each reference to “SPV Revolving Credit Agreement” in the Purchase Agreement is replaced by the phrase “SPV Credit Agreement”. 1.03 Each reference to “Fingerhut Direct Marketing, Inc.” in the Purchase Agreement is replaced by the phrase “Bluestem Brands, Inc.” 1.04 Paragraphs 1A and 4A of the Purchase Agreement are hereby amended by deleting the references to “March 24, 2013” and inserting “November 21, 2013” in lieu thereof. 1.05 Clause (i) of paragraph 5A of the Purchase Agreement 4.7 is hereby amended by inserting adding the following text to the end of the heading: “; Termination of 401(k) Plan” Clause 4.7 is hereby amended by adding the following text as a new paragraph following the existing text of such clause: “The Seller shall cause C&K Components, LLC to adopt a resolution, in a form reasonably proposed by the Buyer in writing, to terminate, effective immediately prior to and contingent upon Completion, CoActive Technologies U.S. tax-qualified defined contribution plan (or, following an Initial Public Offering, 90 days or the “CoActive 401(k) Plan”). The Company shall provide the Buyer with evidence that such longer period in which the Company is permitted to submit its form 10-K resolution has been duly passed. In connection with the Securities termination of the CoActive 401(k) Plan, the assets thereof shall be distributed to the participants and Exchange Commission)Buyer shall permit each such participant who is then actively employed by Buyer or any of its Affiliates to make rollover contributions of “eligible rollover distributions” immediately following (within the reference to “120 days” contained therein. 1.06 Clauses (ii) and (iiimeaning of Section 401(a)(31) of paragraph 5A the Code) in cash or a note (in the case of a participant loan) distributed to such employee from the Purchase Agreement are CoActive 401(k) Plan to the applicable tax-qualified defined contribution plan maintained by Buyer and its Affiliates.” Clause 5.6 is hereby amended by, in each case, deleting by removing the reference to text “and, at the request of the Required Holder(sand Completion shall have taken place”. Clause 13.1(e) at their sole discretion, consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows” contained therein and inserting “balance sheet and related statements of operations, stockholders’ equity and cash flows (and at the request of the Required Holder(s) in their sole discretion, consolidating balance sheets)” in lieu thereof. 1.07 Clause (iii) of paragraph 5A of the Purchase Agreement is hereby amended by deleting the reference to following text: “20 days” contained therein and inserting “30 days” in lieu thereof. 1.08 Clause (vi) of paragraph 5A for U.S. federal and applicable state and local Tax purposes, any payment of the Purchase Agreement is hereby amended by (aThird Party Indebtedness or Shareholder Indebtedness pursuant to Clause 5.3(a)(ii) deleting shall be treated as a contribution to the words “income statement and funds flow statement” contained therein, (b) inserting the words “balance sheet, income statement and funds flow statement” immediately following the words “projected consolidated” and (c) deleting the phrase “Required Holder(s) at their sole discretion” contained therein and inserting “Required Holder(s) in their sole discretion” in lieu thereof. 1.09 Clause (viii) of paragraph 5A capital of the Purchase Agreement is hereby amended and restated in its entirety Company by the Buyer or series of contributions through the chain of relevant Group Members to read as follows: “[Intentionally omitted];” 1.10 Paragraph 5A the capital of the Purchase Agreement is hereby amended relevant debtor, followed by inserting a payment by the following paragraph at Company or the end thereof: Notwithstanding the foregoing, after an Initial Public Offering, the obligations in clauses (i) or (ii) of paragraph 5A may be satisfied with respect to financial information by furnishing the Company’s Form 10-K or 10-Qrelevant Group Member, as applicable, to the extent filed with the Securities and Exchange Commission. Documents required to be delivered pursuant to clauses (i) or (ii) of paragraph 5A may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Company posts such documents, or provides a link thereto, on the Company’s website on the Internet; provided that the Company shall notify (which may be by facsimile or electronic mail) the holders of the Subordinated Notes of the posting of any such documents. 1.11 Paragraph 5I of the Purchase Agreement Third Party Indebtedness or Shareholder Indebtedness, as applicable,”. Clause 13.1 is hereby amended by to insert a new subclause (af) deleting as follows, with conforming adjustments to the phrase lettering of subclauses 13.1(f) to 13.1(k): “wind down and dissolve It is specifically noted that it is the Securitization SPE” and (b) replacing such phrase with Buyer’s intention to onward transfer the words “liquidate, wind down or dissolve Bluestem Fulfillment, Inc”. 1.12 Paragraph 5J shares in a number of the Purchase Agreement Subsidiaries that are entities subject to French corporate income tax (the “French Entities”) to another related entity subject to French corporate income tax with a view to including the French Entities in a French tax consolidation group. The present statement is hereby amended by deleting made for the phrase “date of closing” contained therein and inserting “Fourth Amendment Effective Date” in lieu thereof. 1.13 Paragraph 5M benefit of the Purchase Agreement is hereby amended by (a) deleting the phrase “First Amendment Effective Date” contained in clause (i) thereof and inserting “Fourth Amendment Effective Date” in lieu thereofprovisions of Article 223 B, (b) deleting the reference to “Fingerhut SPV” contained in clause (i) thereof and replacing it with the words “Bluestem SPV and Bluestem Fulfillment9th paragraph, Inc.”, and letter (c) deleting the reference to “the Securitization SPE and Fingerhut SPV” contained in clause (ii) thereof and inserting “Bluestem SPV but excluding the Equity Interests in Bluestem Fulfillment, Inc.” in lieu thereof. 1.14 Paragraph 5O of the Purchase Agreement is hereby amended and restated in its entirety and shall read as follows:French tax code.”

Amendments to the Purchase Agreement. Upon the Effective Date (as defined in Section 3 hereof), each Purchaser and the Company The parties hereto agree that, effective as of the date hereof, the Purchase Agreement and the Subordinated Notes shall be is hereby amended with retroactive effect to December 21, 2000 as follows: 1.01 Each reference to “Fingerhut SPV” in the Purchase Agreement is replaced by the phrase “Bluestem SPV”. 1.02 Each reference to “SPV Revolving Credit Agreement” in the Purchase Agreement is replaced by the phrase “SPV Credit Agreement”. 1.03 Each reference to “Fingerhut Direct Marketing, Inc.” in the Purchase Agreement is replaced by the phrase “Bluestem Brands, Inc.” 1.04 Paragraphs 1A and 4A of the Purchase Agreement are hereby amended by deleting the references to “March 24, 2013” and inserting “November 21, 2013” in lieu thereof. 1.05 Clause (ia) of paragraph 5A Section 5.01(s) of the Purchase Agreement is hereby amended by inserting “(or, following an Initial Public Offering, 90 days or such longer period in which replacing the Company is permitted to submit its form 10-K language set forth therein with the Securities and Exchange Commission)” immediately following the reference to language “120 days” contained therein[INTENTIONALLY OMITTED]”. 1.06 Clauses (iib) and (iii) of paragraph 5A of the Purchase Agreement are hereby amended by, in each case, deleting the reference to “and, at the request of the Required Holder(s) at their sole discretion, consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows” contained therein and inserting “balance sheet and related statements of operations, stockholders’ equity and cash flows (and at the request of the Required Holder(s) in their sole discretion, consolidating balance sheets)” in lieu thereof. 1.07 Clause (iii) of paragraph 5A Section 5.02 of the Purchase Agreement is hereby amended by deleting the reference word “and” set forth at the end of clause (j) thereto, by replacing the “.” set forth at the end of clause (k) thereto with “; and”, and by adding the following language as clause (l) thereto: (l) not take any action, and shall not permit any Affiliate to “20 days” contained therein and inserting “30 days” in lieu thereof. 1.08 Clause (vi) of paragraph 5A take any action, to cancel, terminate, amend, supplement, modify or waive any of the Purchase provisions of any Distribution Agreement, any Principal Shareholder Servicer’s Agreement, any Shareholder Servicer’s Agreement, any Distribution Plan, the Conversion Features or the CDSC arrangements applicable to the holders of any Shares of any Fund (including by way of allowing Free Redemptions in respect of Shares of any Fund under circumstances not required by the Prospectus of such Fund in effect on the date of this Agreement is hereby amended or by (a) deleting the words “income statement Systematic Withdrawal Program or by allowing Free Redemptions which are not Permitted Free Exchanges), or request, consent or agree to any such cancellation, termination, amendment, supplement, modification or waiver, except with the prior written consent of the Program Agent, except that it may, and funds flow statement” contained thereinmay permit an Affiliate to, (b) inserting from time to time waive a CDSC that becomes payable provided it pays in accordance with the words “balance sheet, income statement and funds flow statement” immediately following Program Servicing Procedures an amount to the words “projected consolidated” and Purchaser equal to the CDSC to which such Purchaser would have been entitled.” (c) deleting the phrase “Required Holder(s) at their sole discretion” contained therein and inserting “Required Holder(s) in their sole discretion” in lieu thereof. 1.09 Clause (viii) of paragraph 5A of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: “[Intentionally omitted];” 1.10 Paragraph 5A of the Purchase Agreement is hereby amended by inserting the following paragraph at the end thereof: Notwithstanding the foregoing, after an Initial Public Offering, the obligations in clauses (i) or (ii) of paragraph 5A may be satisfied with respect to financial information by furnishing the Company’s Form 10-K or 10-Q, as applicable, to the extent filed with the Securities and Exchange Commission. Documents required to be delivered pursuant to clauses (i) or (ii) of paragraph 5A may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Company posts such documents, or provides a link thereto, on the Company’s website on the Internet; provided that the Company shall notify (which may be by facsimile or electronic mail) the holders of the Subordinated Notes of the posting of any such documents. 1.11 Paragraph 5I of the Purchase Agreement is hereby amended by (a) deleting the phrase “wind down and dissolve the Securitization SPE” and (b) replacing such phrase with the words “liquidate, wind down or dissolve Bluestem Fulfillment, Inc”. 1.12 Paragraph 5J Section 5.03 of the Purchase Agreement is hereby amended by deleting the phrase word “date and” set forth at the end of closing” contained therein and inserting “Fourth Amendment Effective Date” in lieu thereof. 1.13 Paragraph 5M of the Purchase Agreement is hereby amended by (a) deleting the phrase “First Amendment Effective Date” contained in clause (if) thereof and inserting thereto, by replacing the “Fourth Amendment Effective Date.” in lieu thereof, (b) deleting set forth at the reference to “Fingerhut SPV” contained in end of clause (ig) thereof and replacing it thereto with the words “Bluestem SPV and Bluestem Fulfillment, Inc.; and”, and (c) deleting by adding the reference to “the Securitization SPE and Fingerhut SPV” contained in following language as clause (iih) thereof and inserting “Bluestem SPV but excluding the Equity Interests in Bluestem Fulfillment, Inc.” in lieu thereof. 1.14 Paragraph 5O of the Purchase Agreement is hereby amended and restated in its entirety and shall read as followsthereto: