Common use of Amendments to the Purchase Agreement Clause in Contracts

Amendments to the Purchase Agreement. 2.1 Clause (i) of the first sentence of Section 1.3 of the Purchase Agreement is amended and restated in its entirety 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 “IHWCC Debt).” 2.2 The last paragraph of Section 1.3 of the Purchase Agreement is amended by the addition of the following provision at the end of such paragraph: “Notwithstanding the foregoing, the agreement to pay the IHWCC Debt shall not create any obligations of the Purchaser to third parties, and Purchaser’s failure to pay the IHWCC Debt for any reason shall not give rise to any consequential damages or liabilities to third parties.” 2.3 Section 1.4(a) of the Purchase Agreement is amended and restated in its entirety 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 ▇▇▇▇▇▇▇ 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.” 2.4 Section 1.4(b) of the Purchase Agreement is amended and restated in its entirety as follows:

Amendments to the Purchase Agreement. 2.1 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 the first sentence of Section 1.3 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: (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 : “IHWCC Debt).[Intentionally omitted];” 2.2 The last paragraph of Section 1.3 1.10 Paragraph 5A of the Purchase Agreement is hereby amended by the addition of inserting the following provision paragraph at the end of such paragraphthereof: “Notwithstanding the foregoing, after an Initial Public Offering, the agreement obligations in clauses (i) or (ii) of paragraph 5A may be satisfied with respect to pay financial information by furnishing the IHWCC Debt 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 not create any obligations 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 Purchaser to third parties, and Purchaser’s failure to pay Subordinated Notes of the IHWCC Debt for posting of any reason shall not give rise to any consequential damages or liabilities to third partiessuch documents.” 2.3 Section 1.4(a) 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: (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 ▇▇▇▇▇▇▇ 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.” 2.4 Section 1.4(b) of the Purchase Agreement is amended and restated in its entirety as follows:

Amendments to the Purchase Agreement. 2.1 Clause (i) of Subject to ------------------------------------ the first sentence of Section 1.3 of terms and conditions set forth herein, the Purchase Agreement is hereby amended and restated in its entirety 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, Each reference in the approximate principal amount not Purchase Agreement to exceed Six Hundred Sixty-Three Thousand Dollars "Bank One" shall be deemed to be a reference to "JPMorgan," ($663,000), which debt Purchaser shall pay in full at the Closing (and the amount of which has been included ii) each reference in the calculation of Purchase Agreement to "Bank One, NA (Main Office Chicago)" shall be deemed to be a reference to "JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago))" and (iii) each reference in the Purchase Price) Agreement to "Bank One, NA" shall be deemed to be a reference to "JPMorgan Chase Bank, N.A. (the “IHWCC Debtsuccessor by merger to Bank One, NA).”" 2.2 (b) Each reference in the Purchase Agreement to "Falcon Asset Securitization Corporation" shall be deemed to be a reference to "Falcon Asset Securitization Company LLC (formerly Falcon Asset Securitization Corporation)." (c) The last paragraph third sentence of Section 1.3 1.2 of the Purchase Agreement is hereby amended by deleting the addition of word "three" where it appears in such sentence in its entirety and replacing such word with the following provision at the end of such paragraph: “Notwithstanding the foregoing, the agreement to pay the IHWCC Debt shall not create any obligations of the Purchaser to third parties, and Purchaser’s failure to pay the IHWCC Debt for any reason shall not give rise to any consequential damages or liabilities to third partiesword "seven.”" 2.3 (d) Section 1.4(a7.1(a)(v) of the Purchase Agreement is hereby amended and restated in its entirety as follows: (a) The parties acknowledge by adding at the end of such section, immediately before the period, the following: AMENDMENT NO. 12 TO RECEIVABLES PURCHASE AGREEMENT ; provided that, on the Closing Date and pursuant to the terms for purposes of this AgreementSection 7.1(a)(v), Purchaser shall pay, posting 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 ▇▇------------- ▇▇▇▇▇ money deposit made or on the website of Graybar shall constitute delivery of such statements or reports to the Agent (e) Section 10.1 is hereby amended by Basin pursuant to that certain Letter of Intent, dated as of April 4, 2007, by amending and between Basin and the Seller Parties restating clause (the “Deposit”), toward payment of the IHWCC Debt.” 2.4 Section 1.4(bxv) of such section where such clause appears after the Purchase Agreement is amended and restated proviso in its entirety to read as follows:

Amendments to the Purchase Agreement. 2.1 Clause (i) of the first sentence of Section 1.3 of the The Purchase Agreement is hereby amended and restated in its entirety 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 “IHWCC Debt).” 2.2 The last paragraph of Section 1.3 of the Purchase Agreement is amended by the addition of the following provision at the end of such paragraph: “Notwithstanding the foregoing, the agreement to pay the IHWCC Debt shall not create any obligations of the Purchaser to third parties, and Purchaser’s failure to pay the IHWCC Debt for any reason shall not give rise to any consequential damages or liabilities to third parties.” 2.3 Section 1.4(a) of the Purchase Agreement is amended and restated in its entirety as follows: (a) The parties acknowledge thatSection 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, on or any Affiliate thereof, may from time to time (but without any obligation) purchase and hold for any period Commercial Paper issued by any Conduit for its own account, regardless of any difference between (i) the Closing Date equivalent interest rate for such Conduit’s CP Costs and (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 (v) of Section 9.1(f) of the Purchase Agreement are hereby amended and restated in their entirety to read as follows: (iii) any calendar month, the three month rolling average of 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 adding the 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 this Section 10.2 and having the terms facility provided for by such Funding Source rated by a credit rating agency could reduce the amount of this Agreementsuch compensation (in such Funding Source’s reasonable discretion), Purchaser such Funding Source shall pay, provide 30 days’ prior written notice 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 ▇▇▇▇▇▇▇ 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 “DepositRating Request”), toward payment 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 IHWCC DebtServicer 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 connection 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.” 2.4 (d) The last sentence of Section 1.4(b14.5(b) of the Purchase Agreement is hereby amended by inserting the phrase “(including, without limitation, as contemplated by Rule 17g-5 of the Securities Exchange Act of 1934)” immediately following the word “rule” therein. (e) The definition of “Aggregate Reserves” set forth in Exhibit I of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

Amendments to the Purchase Agreement. 2.1 Clause (i) The parties hereto agree that, effective as of the first sentence of Section 1.3 of date hereof, the Purchase Agreement is hereby amended and restated in its entirety as follows: (i) certain debt owed by IHWCC with retroactive effect to Cox/West Properties pursuant to the long-term note set forth on Exhibit A attached hereto and incorporated by referenceDecember 21, 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 “IHWCC Debt).” 2.2 The last paragraph of Section 1.3 of the Purchase Agreement is amended by the addition of the following provision at the end of such paragraph: “Notwithstanding the foregoing, the agreement to pay the IHWCC Debt shall not create any obligations of the Purchaser to third parties, and Purchaser’s failure to pay the IHWCC Debt for any reason shall not give rise to any consequential damages or liabilities to third parties.” 2.3 Section 1.4(a) of the Purchase Agreement is amended and restated in its entirety 2000 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 ▇▇▇▇▇▇▇ 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.” 2.4 Section 1.4(b5.01(s) of the Purchase Agreement is hereby amended by replacing the language set forth therein with the language “[INTENTIONALLY OMITTED]”. (b) Section 5.02 of the Purchase Agreement is hereby amended by deleting the 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 restated by adding the following language as clause (l) thereto: (l) not take any action, and shall not permit any Affiliate to take any action, to cancel, terminate, amend, supplement, modify or waive any of the 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 its entirety respect of Shares of any Fund under circumstances not required by the Prospectus of such Fund in effect on the date of this Agreement or by the 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 may permit an Affiliate to, from time to time waive a CDSC that becomes payable provided it pays in accordance with the Program Servicing Procedures an amount to the Purchaser equal to the CDSC to which such Purchaser would have been entitled.” (c) Section 5.03 of the Purchase Agreement is hereby amended by deleting the word “and” set forth at the end of clause (f) thereto, by replacing the “.” set forth at the end of clause (g) thereto with “; and”, and by adding the following language as followsclause (h) thereto:

Amendments to the Purchase Agreement. 2.1 Clause (ia) The definitions of the first sentence of terms “Notes”, “Obligations” and “Transaction Documents” contained in Section 1.3 1 of the Purchase Agreement is amended are deleted in their entirety and restated replaced with the following new definitions of such terms: “‘Notes’ shall mean the Third Amended and Restated Senior Secured Notes due April 1, 2007 (together with any such notes which may be issued hereunder in its entirety as follows: substitution or exchange therefor) of the Company to bear interest on the unpaid balance thereof from the date of issue until the principal thereof shall become due and payable (or such principal amount shall have been exchanged for Ordinary Shares) at the rates specified therein, issued pursuant to Section 2 hereof.” “‘Obligations” shall mean the obligations, liabilities, and indebtedness of the Company with respect to (i) certain debt the principal, interest and all other amounts 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 “IHWCC Debt).” 2.2 The last paragraph of Section 1.3 of the Purchase Agreement is amended by the addition of the following provision at the end of such paragraph: “Notwithstanding the foregoing, the agreement to pay the IHWCC Debt shall not create any obligations of the Purchaser to third parties, and Purchaser’s failure to pay the IHWCC Debt for any reason shall not give rise to any consequential damages or liabilities to third parties.” 2.3 Section 1.4(a) of the Purchase Agreement is amended and restated in its entirety as follows: (a) The parties acknowledge that, on the Closing Date and pursuant to the terms of the Notes and (ii) the payment and performance of all other obligations, liabilities and Indebtedness of the Company to the Purchaser, under any one or more of the Transaction Documents other than the Warrants and other than the obligations and liabilities relating to the issuance and delivery of Ordinary Shares under the Notes.” “‘Transaction Documents’ shall mean, collectively, (i) this Agreement, Purchaser shall payas amended by the First Amendment, the Second Amendment and the Third Amendment, (ii) the Advice Agreement; (iii) the Notes, (iv) the Warrants, (v) the Registration Rights Agreement, (vi) the Security Agreement, (vii) the U.K. Security Agreement, (viii) the Pledge Agreement, (ix) the Guaranty and (x) the Patent and Trademark Security Agreement and all exhibits and schedules thereto and hereto; as such agreements in (iii) and (iv) above are amended and ratified by amendments to such agreements executed and delivered by the parties thereto pursuant 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 ▇▇▇▇▇▇▇ 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 DebtThird Amendment.” 2.4 Section 1.4(b) of the Purchase Agreement is amended and restated in its entirety as follows:

Amendments to the Purchase Agreement. 2.1 Clause (i) of the first sentence of Section 1.3 of the Purchase Agreement is amended and restated in its entirety 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 “IHWCC Debt).” 2.2 The last paragraph of Section 1.3 of the Purchase Agreement is amended by the addition of the following provision at the end of such paragraph: “Notwithstanding the foregoing, the agreement to pay the IHWCC Debt shall not create any obligations of the Purchaser to third parties, and Purchaser’s failure to pay the IHWCC Debt for any reason shall not give rise to any consequential damages or liabilities to third parties.” 2.3 Section 1.4(a) of the Purchase Agreement is amended and restated in its entirety 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 (a1.4(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 ▇▇▇▇▇▇▇ 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: