Common use of Counterparts; Section Titles Clause in Contracts

Counterparts; Section Titles. This letter agreement may be executed 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., its general partner By: /s/ [ILLEGIBLE] 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/ [ILLEGIBLE] Vice President PRUDENTIAL CAPI AL PARTNERS (PARALLEL FUND) II, L.P. By: Stetson Street Partners, L.P., its general partner By: /s/ [ILLEGIBLE] Vice President AGREED AND ACCEPTED: BLUESTEM BRANDS, INC. By: /s/ Xxxx Xxxxxxx Title: Chief Financial Officer SCHEDULE 6A TO LETTER AGREEMENT SCHEDULE 6B TO LETTER AGREEMENT SCHEDULE 6C TO LETTER AGREEMENT SCHEDULE 6G TO LETTER AGREEMENT SCHEDULE 6K TO LETTER AGREEMENT EXHIBIT A TO LETTER AGREEMENT [FORM OF SUBORDINATED NOTE] BLUESTEM BRANDS, INC. 13.00% AMENDED AND RESTATED SENIOR SUBORDINATED SECURED NOTE DUE NOVEMBER 21, 2013 No. _____ [Date] $ _____________

Counterparts; Section Titles. This letter agreement may be executed 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., its general partner By: /s/ [ILLEGIBLE] 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/ [ILLEGIBLE] Vice President PRUDENTIAL CAPI AL CAPITAL PARTNERS (PARALLEL FUND) II, L.P. By: Stetson Street Partners, L.P., its general partner By: /s/ [ILLEGIBLE] Vice President AGREED AND ACCEPTED: BLUESTEM BRANDSFINGERHUT DIRECT MARKETING, INC. By: /s/ Xxxx Xxxxxxx Title: Chief Financial Officer SCHEDULE 6A TO LETTER AGREEMENT SCHEDULE 6B TO LETTER AGREEMENT SCHEDULE 6C TO LETTER AGREEMENT SCHEDULE 6G TO LETTER AGREEMENT SCHEDULE 6K TO LETTER AGREEMENT EXHIBIT A TO LETTER AGREEMENT [FORM OF SUBORDINATED NOTE] BLUESTEM BRANDSVery truly yours, INC. 13.00% AMENDED AND RESTATED SENIOR SUBORDINATED SECURED NOTE DUE NOVEMBER 21PRUDENTIAL CAPITAL PARTNERS II, 2013 No. _____ [Date] $ _____________L.P. By: Stetson Street Partners, L.P., its general partner By: 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: Vice President PRUDENTIAL CAPITAL PARTNERS (PARALLEL FUND) II, L.P. By: Stetson Street Partners, L.P., its general partner By: Vice President

Counterparts; Section Titles. This letter agreement may be executed 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., its general partner By: /s/ [ILLEGIBLE] 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/ [ILLEGIBLE] Vice President PRUDENTIAL CAPI AL CAPITAL PARTNERS (PARALLEL FUND) II, L.P. By: Stetson Street Partners, L.P., its general partner By: /s/ [ILLEGIBLE] Vice President AGREED AND ACCEPTED: BLUESTEM BRANDSFINGERHUT DIRECT MARKETING, INC. By: Title: Very truly yours, PRUDENTIAL CAPITAL PARTNERS II, L.P. By: Stetson Street Partners, L.P., its general partner By: 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: Vice President PRUDENTIAL CAPITAL PARTNERS (PARALLEL FUND) II, L.P. By: Stetson Street Partners, L.P., its general partner By: Vice President AGREED AND ACCEPTED: FINGERHUT DIRECT MARKETING, INC. By: /s/ Xxxx Xxxxxxx [ILLEGIBLE] Title: Chief Financial Officer SCHEDULE 6A TO LETTER AGREEMENT SCHEDULE 6B TO LETTER AGREEMENT SCHEDULE 6C TO LETTER AGREEMENT SCHEDULE 6EVP and CFO EXHIBIT G TO LETTER AGREEMENT SCHEDULE 6K TO LETTER AGREEMENT EXHIBIT A TO LETTER AGREEMENT [FORM OF SUBORDINATED NOTE] BLUESTEM BRANDS, INC. 13.00% SECURITY AGREEMENT EXECUTION COPY SECOND AMENDED AND RESTATED SENIOR SUBORDINATED SECURED NOTE DUE NOVEMBER 21PLEDGE AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as it may be amended, 2013 No. _____ [Date] $ _____________restated, supplemented or otherwise modified from time to time, the “Security Agreement”) is entered into as of May 15, 2008 by and between Fingerhut Direct Marketing, Inc., a Delaware corporation (the “Grantor”), and Prudential Capital Partners II, L.P., as collateral agent for the Holders referenced below (in such capacity, the “Subordinated Collateral Agent”).

Counterparts; Section Titles. This letter agreement may be executed 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., its general partner By: /s/ [ILLEGIBLE] 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/ [ILLEGIBLE] Vice President PRUDENTIAL CAPI AL CAPITAL PARTNERS (PARALLEL FUND) II, L.P. By: Stetson Street Partners, L.P., its general partner By: /s/ [ILLEGIBLE] Vice President AGREED AND ACCEPTED: BLUESTEM BRANDSFINGERHUT DIRECT MARKETING, INC. By: Title: Very truly yours, PRUDENTIAL CAPITAL PARTNERS II, L.P. By: Stetson Street Partners, L.P., its general partner By: 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: Vice President PRUDENTIAL CAPITAL PARTNERS (PARALLEL FUND) II, L.P. By: Stetson Street Partners, L.P., its general partner By: Vice President AGREED AND ACCEPTED: FINGERHUT DIRECT MARKETING, INC. By: /s/ Xxxx Xxxxxxx [ILLEGIBLE] Title: Chief Financial Officer SCHEDULE 6A TO LETTER AGREEMENT SCHEDULE 6B TO LETTER AGREEMENT SCHEDULE 6C TO LETTER AGREEMENT SCHEDULE 6EVP and CFO EXHIBIT G TO LETTER AGREEMENT SCHEDULE 6K TO LETTER AGREEMENT EXHIBIT A TO LETTER AGREEMENT [FORM OF SUBORDINATED NOTE] BLUESTEM BRANDS, INCSECURITY AGREEMENT See Attached. 13.00% AMENDED AND RESTATED SENIOR SUBORDINATED SECURED NOTE DUE NOVEMBER 21, 2013 No. _____ [Date] $ _____________Signature Page Letter Agreement to Securities Purchase Agreement EXHIBIT Q FORM OF RECEIVABLES INTERCREDITOR AGREEMENT See Attached.