Financing Agreement [Amendment No. 3] - Bluefly Inc. and Rosenthal & Rosenthal Inc.
AMENDMENT #3 TO FINANCING AGREEMENT
March 22, 2002
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 number "Two Million Dollars ($2,000,000)" in Section
1.30(ii)(C) is deleted and the number "One Million Dollars
($1,000,000)" is substituted in its place and stead.
2. The number "$2,000,000" in Section 1.31 is deleted and the
number "$1,000,000" is substituted in its place and stead.
3. Subsection (b) of Section 3.2 is deleted and the following is
substituted in its place and stead:
"(b) the anniversary of the Closing Date during the Initial
Term and on (c) each anniversary of the Closing Date during any Subsequent Term
of this Agreement."
4. The words "undrawn Standby Letter of Credit" in the fifth,
ninth, seventeenth and twenty-sixth lines of Section 3.3 are
hereby deleted, and the words "Maximum Credit Facility" are
substituted in their place and stead.
5. The first sentence in Section 8.1 is deleted and the following
is substituted in its place and stead:
"This Agreement shall become effective on the Closing Date and
shall continue in full force and effect for twenty four months from the Closing
Date (the "Initial Term").
Except as hereinabove specifically set forth, the Financing Agreement
shall continue unmodified.
Very truly yours,
ROSENTHAL & ROSENTHAL, INC.
/s/ J. Michael Stanley
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J. Michael Stanley
Executive Vice President
Agreed:
BLUEFLY, INC.
By: /s/ E. Kenneth Seiff
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Name: E. Kenneth Seiff
Title: Chief Executive Officer