Financing Agreement [Amendment] - Bluefly Inc. and Rosenthal & Rosenthal Inc.
October 2, 2003
Bluefly, Inc.
42 West 39th Street
New York, NY 10018
Gentlemen:
Reference is made to the Financing Agreement entered into between us
dated March 30, 2001, as amended (the "Financing Agreement").
This will confirm that the Financing Agreement is hereby amended as
follows:
1. The following is added as a definition in Section 1 of the
Financing Agreement:
""Discretionary Facility" shall mean an amount of up to $500,000
in excess of the Credit Accommodation which Lender could be required to make
pursuant to subsection (i) of Section 2.1(a) hereof."
2. The definition "Maximum Credit Facility" in Subsection 1.30 of
the Financing Agreement is hereby deleted, and the following is substituted in
its place and stead:
"1.30 "Maximum Credit Facility" shall mean an amount equal to
the lesser of (i) $10,000,000 or (ii) (a) the undrawn amount of the unexpired
Standby Letter of Credit; plus (b) the lesser of (x) twenty percent (20%) of the
Inventory Book Value of the Eligible Inventory (excluding any reserves or
allowances that are or may be included in Borrower's books with respect to such
Inventory to the extent such reserves do not exceed the amount of the Inventory
Book Value of the Inventory excluded from Eligible Inventory pursuant to clause
(g) of the definition of Eligible Inventory) or (y) the Inventory Liquidation
Value; or (z) Two Million Dollars ($2,000,000); plus (c) the Discretionary
Facility."
3. Section 2.1(a) of the Financing Agreement is deleted, and the
following is substituted in its place and stead:
"2.1(a) Subject to the terms and conditions of this Agreement,
Lender, from time to time, at Borrower's request:
(i) shall make Credit Accommodations to, on behalf
of or as directed by Borrower, which Credit Accommodations in the aggregate
shall not exceed the Maximum Credit Facility if the definition of Maximum Credit
Facility did not include subsection (ii)(c) of
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subsection 1.30; and
(ii) may, at its sole and absolute discretion, make
additional Credit Accommodations to, on behalf of or as directed by Borrower,
provided these additional Credit Accommodations do not exceed the Discretionary
Facility amount and which when added together with the Credit Accommodation
provided pursuant to Section 2.1(a)(i) hereof do not exceed $10,000,000."
4. The third sentence of Section 3.1 of the Financing
Agreement is deleted and the following is substituted in its place and stead:
"All outstanding Funded Credit Accommodations, excepting
only for Credit Accommodations pursuant to the Discretionary Facility, shall be
repaid by Borrower upon termination of this Agreement. The Credit Accommodations
pursuant to the Discretionary Facility shall be repaid upon the earlier to occur
of (i) three (3) business days after the date written demand by Lender is sent
by certified mail return receipt requested, postage prepaid, to the mailing
address of Borrower set forth in this Agreement or (ii) termination of this
Agreement."
Except as hereinabove specifically set forth, the Financing Agreement
shall continue unmodified.
Very truly yours,
ROSENTHAL & ROSENTHAL, INC.
Agreed: By: /s/ J. Michael Stanley
-----------------------
Name: J. Michael Stanley
BLUEFLY, INC. Title: EVP
By: /s/ E. Kenneth Seiff
------------------------
Name: E. Kenneth Seiff
Title: CEO
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October 1, 2003
Quantum Industrial Partners, LDC
888 Seventh Avenue
New York, NY 10106
Gentlemen:
Reference is made to the Financing Agreement entered into between
Bluefly, Inc. and Rosenthal & Rosenthal, Inc. dated March 30, 2001, as amended
(the "Financing Agreement").
This will constitute our consent to an amendment to the Financing
Agreement substantially as set forth in Exhibit A attached hereto.
Very truly yours,
ROSENTHAL & ROSENTHAL, INC.
By: /s/ J. Michael Stanley
-----------------------
Name: J. Michael Stanley
Title: EVP
Consented to:
QUANTUM INDUSTRIAL PARTNERS, LDC
By: /s/ John F. Brown
---------------------
Name: John F. Brown
Title: Attorney-in-fact