Reimbursement Agreement [Amendment No. 1] - Bluefly Inc. and Quantum Industrial Partners LDC
AMENDMENT #1 TO REIMBURSEMENT AGREEMENT
March 22, 2002
Bluefly, Inc.
42 West 39 Street
New York, New York 10018
Gentlemen:
Reference is made to the Reimbursement Agreement (the "Reimbursement
Agreement") dated as of March 30, 2001 between Bluefly, Inc., a Delaware
corporation, and Quantum Industrial Partners LDC, a Cayman Island limited
duration company. This will confirm that the Reimbursement Agreement is hereby
amended as follows:
1. The dollar amount "$2,500,000" in the first sentence of Section 1 is
deleted and the dollar amount "$1,500,000" is substituted in its place and
stead.
2. The second sentence in Section 1 is deleted in its entirety
3. The following language is added to the end of Section 6 (a): "As
partial consideration for and a condition to its obtaining and maintaining the
Standby Letter of Credit from March 30, 2002 until March 30, 2003, the Soros
Entities shall each receive from Borrower a warrant substantially in the form
attached as Exhibit A hereto (provided, however, that the warrants issued
pursuant to this sentence shall have an exercise price equal to ONE DOLLAR AND
SIXTY-SIX CENTS ($1.66) and an expiration date of March 30, 2007 to purchase
that number of shares of the Common Stock obtained by multiplying SIXTY THOUSAND
(60,000) by such Soros Entity's Percentage Interest (as defined in Section 6(c)
below)."
Except as hereinabove specifically set forth, the Reimbursement
Agreement shall continue unmodified.
Very truly yours,
QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Richard D. Holahan, Jr.
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Name: Richard D. Holahan, Jr.
Title: Attorney-in-fact
Agreed:
BLUEFLY, INC.
By: /s/ E. Kenneth Seiff
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Name: E. Kenneth Seiff
Title: Chief Executive Officer