Reimbursement Agreement [Amendment No. 2] - Bluefly Inc. and Quantum Industrial Partners LDC
AMENDMENT #2 TO REIMBURSEMENT AGREEMENT
March 17, 2003
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, as amended, 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 first sentence in Section 1 is deleted in its entirety and
the following is substituted in its place and stead: "QIP
hereby agrees to procure and maintain a Standby Letter of
Credit until November 15, 2004, as Account Party, for the
benefit of Lender in an amount equal to $2,000,000 for
delivery by March 17, 2003."
2. The following language is added to the end of Section 6 (a):
"As partial consideration for and a condition to its
increasing the value of and maintaining the Standby Letter of
Credit from March 17, 2003 until November 15, 2004, 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 the Current
Market Price as of March 17, 2003 and an expiration date of
March 17, 2013 to purchase that number of shares of the Common
Stock obtained by multiplying TWENTY FIVE THOUSAND (25,000) by
such Soros Entity's Percentage Interest (as defined in Section
6(c) below)."
Except as herinabove specifically set forth, the Reimbursement
Agreement shall continue unmodified.
Very truly yours,
QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ John F. Brown
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Name: John. F. Brown
Title: Attorney in fact
Agreed:
BLUEFLY, INC.
By: /s/ E. Kenneth Seiff
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Name: E. Kenneth Seiff
Title: CEO