Exhibit 1.1
   Underwriting Agreement
  
    Registration Statement




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Purchase of the Shares by the Underwriters
  2




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3




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Representations and Warranties of the Company
 Preliminary Prospectus. provided
 4




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Pricing Disclosure Package provided
 Issuer Free Writing Prospectus. provided
 Registration Statement and Prospectus.
 5




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provided
 Financial Statements.
 No Material Adverse Change.
 6




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Organization and Good Standing.
 Capitalization.
 7




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Stock Options.
 Due Authorization.
 Underwriting Agreement.
 8




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The Shares.
 No Violation or Default.
 No Conflicts.
 No Consents Required.
 9




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Legal Proceedings.
 Independent Accountants
 Title to Real and Personal Property.
 Title to Intellectual Property.
 10




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No Undisclosed Relationships.
 Investment Company Act.
 Taxes.
 Licenses and Permits.
 11




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No Labor Disputes.
 Occupational Laws.
 Compliance with and Liability under Environmental Laws.
 12




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Hazardous Materials
 Compliance with ERISA.
 13




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Disclosure Controls
 Accounting Controls.
 14




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Insurance.
 No Unlawful Payments.
 Compliance with Anti-Money Laundering Laws
 15




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Compliance with OFAC.
 Compliance with Customer Privacy Laws.
 Compliance with Certain Consumer Protection Laws.
 No Restrictions on Subsidiaries
 No Brokers Fees.
 16




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No Registration Rights
 No Stabilization.
 Forward-Looking Statements.
 Statistical and Market Data.
 Sarbanes-Oxley Act
 Status under the Securities Act bona fide
 17




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No FINRA Affiliation.
  Representations and Warranties of the Selling Stockholders
 Required Consents; Authority
 No Conflicts
 Title to Shares.
 18




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No Stabilization.
 Pricing Disclosure Package. provided
 Issuer Free Writing Prospectus.
 19




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Registration Statement and Prospectus. provided
 Material Information
 Custody Agreement and Power of
  20




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Further Agreements of the Company
 Required Filings.
 Delivery of Copies.
 21




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Amendments or Supplements, Issuer Free Writing Prospectuses.
 Notice to the Representatives.
 Ongoing Compliance.
 22




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Blue Sky Compliance. provided
 Earning Statement.
 Clear Market.
 23




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Use of Proceeds.
 No Stabilization.
 Exchange Listing.
 Reports. provided
 Record Retention
 Sarbanes-Oxley Compliance.
 24




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Filings.
 Announcement of Lock-Up Release or Waivers.
 Further Agreements of the Selling Stockholders
 Clear Market
 Tax Form.
 Stabilization
 Free Writing Prospectuses.
 Costs and Expenses.
 Selling Stockholder Information.
 25




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Certain Agreements of the Underwriters
  provided provided further
 Conditions of Underwriters Obligations
 Registration Compliance; No Stop Order.
 Representations and Warranties.
 26




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No Downgrade.
 No Material Adverse Change.
 Officers Certificate.
 Comfort Letters.
 27




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Opinion and 10b-5 Statement of Counsel for the Company.
 Opinion of Internal Counsel for the Company.
 Opinion of Counsel for the Selling Stockholders.
 Opinion and 10b-5 Statement of Counsel for the Underwriters.
 No Legal Impediment to Issuance and/or Sale.
 Good Standing
 28




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Exchange Listing.
 Lock-up Agreements
 FINRA
 Additional Documents.
 Additional Actions.
 Trustee Release
 29




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In re Petters
Company Inc. et al.
    Indemnification and Contribution
 Indemnification of the Underwriters by the Company.
 30




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Indemnification of the Underwriters by the Selling Stockholders
 Indemnification of the Company and the Selling Stockholders.
 Notice and Procedures. provided provided further
 31




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provided however
 32




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Contribution.
 Limitation on Liability. pro rata
 33




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Non-Exclusive Remedies.
 Effectiveness of Agreement
 Termination
   Defaulting Underwriter
  34




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35




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Payment of Expenses .
   Persons Entitled to Benefit of Agreement
 36




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Survival
 Certain Defined Terms
 Miscellaneous
 Authority of the Representatives.
 Notices. th
 Governing Law.
 Counterparts.
 Amendments or Waivers.
 Headings.
 37




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Very truly yours,
BLUESTEM BRANDS, INC.By:Name:Title:PETTERS GROUP WORLDWIDE, LLCBy:Name:Title:EBP SELECT HOLDINGS, LLCBy:Name:Title:RTB HOLDING, LLCBy:Name:Title: Bluestem Brands Underwriting Agreement  Signature Page




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Accepted: , 2011
DEUTSCHE BANK SECURITIES INC.For itself and on behalf of the several Underwriters listed in Schedule I hereto.By:Authorized SignatoryBy:Authorized SignatoryPIPER JAFFRAY & CO.For itself and on behalf of the several Underwriters listed in Schedule I hereto.By:Authorized SignatoryBy:Authorized Signatory Bluestem Brands Underwriting Agreement  Signature Page




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Underwriter
    
    Number of Underwritten SharesDeutsche Bank Securities Inc.Piper Jaffray & Co.Oppenheimer & Co. Inc.William Blair & Co., LLCTotal
 Schedule I-1




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Selling Stockholder
    
    Attorney(s)-in-Fact
    
    Number of SharesPetters Group Worldwide, LLC
    
    
    [     ]EBP Select Holdings, LLC
    
    
    [     ]RTB Holding, LLC
    
    
    [     ]Total
 Schedule II-1




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3




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Annex-A-2-1




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Annex-A-3-1




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Annex-A-3-2




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a. Pricing Disclosure Package
  Pricing Information Provided Orally by Underwriters
 Number of Underwritten Shares:
    
    
    []Number of Option Shares:
    
    
    []Public Offering Price (per share):
    
    $
    []Underwriting Discount (per share):
    
    $
    []
 Annex-B-1




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Pricing Term Sheet
  Annex-C-1




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1
    
    Petters Group Worldwide, LLC2
    
    Battery Ventures VI, L.P.3
    
    Brookside Capital Partners Fund, L.P.4
    
    Bain Capital Venture Fund 2007, L.P.5
    
    Brookside Capital Partners Fund, L.P.6
    
    Bain Capital Venture Fund, L.P.7
    
    Brian Smith8
    
    Prudential Capital Partners II, L.P.9
    
    EBP Select Holdings, LLC10
    
    BCIP Venture Associates11
    
    Theodore Deikel as Trustee of the Theodore Deikel Family Term Trust, Established December 30,
200912
    
    BCIP Associates III, LLC13
    
    John Damrow Trust14
    
    Battery Investment Partners VI, LLC15
    
    Mark Wagener16
    
    Michael Moharter17
    
    Battery Investment Partners VI, LLC18
    
    Prudential Capital Partners (Parallel Fund) II, L.P.19
    
    Chidam Chidambaram20
    
    Ray G. Frigo21
    
    John Giuliani22
    
    CIGPF I Corp23
    
    Sabyasachi Sengupta24
    
    Alice M. Richter and Charles H. Richter, Trustees of the Alice M. Richter Revocable Trust
Dated February 25, 200025
    
    Prudential Capital Partners Management Fund II, L.P.26
    
    John Damrow27
    
    Roy A. Guthrie28
    
    RTB Holding, LLC29
    
    BCIP Associates III-B, LLC30
    
    Erica Street31
    
    BCIP Venture Associates B32
    
    Brad T. Atkinson33
    
    Goldman, Sachs & Co.34
    
    DB FHUT LLC35
    
    Prudential Capital Partners II, LP36
    
    CCP Credit Acquisition Holdings, LLC37
    
    Eton Park Fund, L.P.38
    
    FPF FHUT LLC39
    
    FCOF UB Investments LLC40
    
    Prudential Capital Partners (Parallel Fund) II, LP41
    
    Prudential Capital Partners Management Fund II, LP
 Annex-D-1




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[Form of Press Release]
 [Company]
[Date]
  This press release is not an offer for sale of the securities in the United States or in any
other jurisdiction where such offer is prohibited, and such securities may not be offered or sold
in the United States absent registration or an exemption from registration under the United States
Securities Act of 1933, as amended
 Annex-F-1