AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 4.20

AMENDMENT NO. 1
TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

     This Amendment No. 1 to Amended and Restated Investor Rights Agreement, dated as of May 20, 2011 (this “Amendment”), amends that certain Amended and Restated Investor Rights 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 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 14 of the Agreement, the amendment contemplated hereby may be effected by written consent of the Company, the Required Holders, Bain Capital, Battery Ventures, and Douglas A. Kelley (the court-appointed receiver and trustee who exercises all rights of Thomas J. Petters and his affiliates (including Petters Group Worldwide, LLC) 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 Section 1.18 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.

Amendment No. 1 to Investor Rights Agreement

     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 Investor Rights Agreement

     IN WITNESS WHEREOF, each of the undersigned has signed this Amendment to Amended and Restated Investor Rights Agreement, or caused it to be signed by its duly authorized officer, effective as of the date first written above.

Amendment No. 1 to Amended and Restated Investor Rights Agreement

Amendment No. 1 to Amended and Restated Investor Rights Agreement

Amendment No. 1 to Amended and Restated Investor Rights Agreement

Amendment No. 1 to Amended and Restated Investor Rights Agreement