AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

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, Xxxx Capital, Battery Ventures, and Xxxxxxx X. Xxxxxx (the court-appointed receiver and trustee who exercises all rights of Xxxxxx X. Xxxxxxx 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.

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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/ Xxxx X. Xxxxxxx
	Name:		Xxxx X. Xxxxxxx
	Title:		Executive Vice President and Chief Financial Officer
	XXXX CAPITAL VENTURE FUND 2007, L.P.
	By:	Xxxx Capital Venture Partners 2007, L.P.
		its general partner
	By:	Xxxx Capital Venture Investors, LLC
		its general partner
	By:	/s/ Xxxxxxx Xxxxxx
		Xxxxxxx Xxxxxx
		Authorized Person
	BATTERY VENTURES VI, L.P.
	By:	Battery Partners VI, LLC
		General Partner
	By:	/s/ Xxxxxx Xxxxx
	Name:		Xxxxxx Xxxxx
	Its:	Member Manager
	/s/ Xxxxxxx X. Xxxxxx
	XXXXXXX X. XXXXXX
	Court-appointed receiver, on behalf of Xxxxxx X. Xxxxxxx

Amendment No. 1 to Amended and Restated Stockholders Agreement

	REQUIRED HOLDERS: Xxxx Capital Venture Fund 2001, L.P.
	By:	Xxxx Capital Venture Partners, L.P.
		its General Partner
	By:	Xxxx Capital Investors, LLC
		its General Partner
	By:	/s/ Xxxxxxx Xxxxxx
		Xxxxxxx Xxxxxx
		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:	Xxxx Capital Investors, LLC
		their Managing Partner
	By:	/s/Xxxxxxx Xxxxxx
		Xxxxxxx Xxxxxx
		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
	XXXX CAPITAL VENTURE FUND 2007, L.P.
	By:	Xxxx Capital Venture Partners 2007, L.P.
		its general partner
	By:	Xxxx Capital Venture Investors, LLC
		its general partner
	By:	/s/ Xxxxxxx Xxxxxx
		Xxxxxxx Xxxxxx
		Authorized Person
	BCIP VENTURE ASSOCIATES
	By:	Xxxx Capital Investors, LLC
		its managing partner
	By:	Xxxx Capital Venture Investors, LLC
		its Attorney-in-fact
	By:	/s/ Xxxxxxx Xxxxxx
		Xxxxxxx Xxxxxx
		Managing Director

Amendment No. 1 to Amended and Restated Stockholders Agreement

	REQUIRED HOLDERS (continued): BCIP VENTURE ASSOCIATES B
	By:	Xxxx Capital Investors, LLC
		its managing partner
	By:	Xxxx Capital Venture Investors, LLC
		its Attorney-in-fact
	By:	/s/ Xxxxxxx Xxxxxx
		Xxxxxxx Xxxxxx
		Managing Director
	BATTERY VENTURES VI, L.P.
	By:	Battery Partners VI, LLC
		General Partner
	By:	/s/Xxxxxx Xxxxx
	Name:		Xxxxxx Xxxxx
	Its:	Member Manager
	BATTERY INVESTMENT PARTNERS VI, LLC
	By:	/s/ Xxxxxx Xxxxx
	Name:		Xxxxxx Xxxxx
	Its:	Member Manager

Amendment No. 1 to Amended and Restated Stockholders Agreement