exv10w35






Exhibit 10.35




EXECUTION VERSION




GOLDMAN SACHS BANK USA

6011 Connection Drive

Irving, Texas 75039



PRIVATE AND CONFIDENTIAL



October 25, 2011




Fingerhut Receivables I, LLC

6509 Flying Cloud Drive

Suite 101

Eden Prairie, MN 55344

Attention: Executive Vice President & Chief Financial Officer




Bluestem Brands, Inc.

6509 Flying Cloud Drive

Eden Prairie, MN 55344

Attention: Senior Vice President & General Counsel




Amendment Letter



Ladies and Gentlemen:




     This letter agreement amends (i) the commitment letter agreement, dated as of July 19, 2011,
entered into by Goldman Sachs Bank USA (“GS Bank”), JPMorgan Chase Bank, N.A., The Royal Bank of
Scotland pIc, Riverside Funding LLC, Deutsche Bank AG, New York Branch, and PNC Bank, National
Association (each, a “Lender”), Fingerhut Receivables I, LLC (the “Company”) and Bluestem Brands,
Inc. (“Bluestem”) (the “Commitment Letter”) and (ii) the fee letter, dated as of July 19, 2011,
entered into by the Company, Bluestem and each Lender in connection with the Commitment Letter and
the amended credit facility contemplated thereby (the “Fee Letter”). Capitalized terms used but not
defined herein shall have the meanings given to them in the Commitment Letter.



     1. Amendment to Commitment Letter. The sixth paragraph of the commitment Letter is
hereby amended and restated in its entirety as follows:




	 	 	“The commitment and the other agreements of the Lenders hereunder shall terminate
upon the first to occur of (i) at the election of any Lender, a material breach by
Bluestem or the Company under this Commitment Letter or the Fee Letter, (ii) the
time of the closing of the Amended Credit Facility on the terms and subject to the
conditions contained herein, and (iii) December 31, 2011.”




 









 











     2. Amendment to Fee Letter. Paragraph 2(a) of the Fee Letter is hereby amended and
restated in its entirety as follows:




	 	 	“(a) 0.50% of the amount of the Incremental Revolving Commitment of such Lender
under the Amended Credit Agreement as shown on Appendix A hereto, which shall be
earned on the date hereof and shall be payable on the earlier to occur of (1) the
Effective Date and (2) October 31, 2011.”





     3. Confidentiality. This letter agreement may not be disclosed to any third party or
circulated or referred to publicly without the prior written consent of each Lender, except as may
be required by law or compulsory legal process.



     4. Ratification of Commitment Letter and Fee Letter. Except as modified by this
letter agreement, the Commitment Letter and the Fee Letter remain in full force and effect and are
hereby ratified and confirmed. From and after the date hereof, any reference to the Commitment
Letter or the Fee Letter shall be to such agreement as modified by the terms of this letter
agreement.



     5. Miscellaneous.



          (a) Applicable Law. THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) THEREOF.




          (b) Counterparts. This letter agreement may be signed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall collectively constitute one and the same
agreement. Delivery of an executed signature page to this letter agreement by facsimile
transmission or other electronic image scan transmission (e.g., “PDF” or “tif” via email) shall be
as effective as delivery of a manually signed counterpart of this letter agreement.




          (c) Headings. The headings of this letter agreement are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof.













 









 








     Please confirm that the foregoing is in accordance with your understanding by signing and
returning to us a copy of this letter, which shall become a binding agreement upon our receipt.


Sincerely,



GOLDMAN SACHS BANK USA, as Administrative Agent and as Lender




	 	 	 	 	 

	By:

	 	/s/ Jason P. Gelberd
 

Authorized Signatory
	 	 







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JPMORGAN CHASE BANK, N.A., as a Lender




	 	 	 	 	 

	By:

	 	/s/ Bradford R. Kuhn
 

Name:  Bradford R. Kuhn
	 	 
	 

	 	Title:  Duly Authorized Signatory	 	 




THE ROYAL BANK OF SCOTLAND PLC, as a Lender




	 	 	 	 	 

	By:

	 	RBS Securities Inc., as agent
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gregory S. Blanck
 

Name:  Gregory S. Blanck
	 	 
	 

	 	Title:  Managing Director	 	 





WINDMILL FUNDING CORPORATION,

as a Noncommitted Conduit Lender for The Royal Bank of Scotland pic




	 	 	 	 	 

	By:

	 	/s/ Jill A. Russo
 

Name: Jill A. Russo
	 	 
	 

	 	Title: Vice President	 	 




PNC BANK, NATIONAL ASSOCIATION, as a Lender




	 	 	 	 	 

	By:

	 	/s/ Graham Holding
 

Name: Graham Holding
	 	 
	 

	 	Title: Commercial Banking Officer	 	 





RIVERSIDE FUNDING LLC,

as a Committed Conduit Lender for Deutsche Bank AG, New York




	 	 	 	 	 

	By:

	 	/s/ Jill A. Russo
 

Name: Jill A. Russo
	 	 
	 

	 	Title: Vice President	 	 







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ACKNOWLEDGED AND ACCEPTED AS OF THE DATE ABOVE:



BLUESTEM BRANDS, INC.




	 	 	 	 	 

	By:

	 	/S/ Mark P. Wagener
 

	 	 
	Name: Mark P. Wagener

Title:  Executive Vice President

	 	 




FINGERHUT RECEIVABLES I, LLC




	 	 	 	 	 

	By:

	 	/S/ Mark P. Wagener
 


	 	 
	Name: Mark P. Wagener


Title: Executive Vice President
	 	 





Amendment Letter





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