Exhibit 99.2
AMENDMENT
WHEREAS, Bluefly, Inc. ("Bluefly"), Quantum Industrial Partners LDC
("QIP") and SFM Domestic Investments LLC ("SFM") entered into the Note and
Warrant Purchase Agreement dated July 16, 2003 whereby Bluefly issued to QIP a
Convertible Demand Promissory note in the amount of $1,936,564.00 and issued to
SFM a Convertible Demand Promissory note in the amount of $63,436.00, both of
which mature on January 12, 2004 (the "July Notes");
WHEREAS, Bluefly, QIP and SFM entered into the Note and Warrant Purchase
Agreement dated October 17, 2003 whereby Bluefly issued to QIP a Convertible
Demand Promissory note in the amount of $1,936,564.00 and issued to SFM a
Convertible Demand Promissory note in the amount of $63,436.00 both of which
mature on April 14, 2004 (the "October Notes");
WHEREAS, Bluefly, QIP and SFM desire to extend the maturity dates of the
July Notes and the October Notes;
NOW THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereby agree as follows:
1. The first line of Section 1(c) of the July Notes is deleted in
its entirety and replaced with:
The outstanding principal and all accrued and unpaid interest shall be
paid in full no later than March 1, 2005 (the "Maturity Date"), unless
repaid earlier pursuant to the provisions of Section 2 (the date of any
payment pursuant to Section 2 and the Maturity Date, collectively
referred to as a "Repayment Date") or unless converted into Subsequent
Round Securities (as defined below) pursuant to Section 5 on or prior to
the Maturity Date.
2. The first line of Section 1(c) of the October Notes is deleted
in its entirety and replaced with:
The outstanding principal and all accrued and unpaid interest shall be
paid in full no later than March 1, 2005 (the "Maturity Date"), unless
repaid earlier pursuant to the provisions of Section 2 (the date of any
payment pursuant to Section 2 and the Maturity Date, collectively
referred to as a "Repayment Date") or unless converted into Subsequent
Round Securities (as defined below) pursuant to Section 5 on or prior to
the Maturity Date.
3. Except as amended by this Amendment, all existing terms of the
July Notes and the October Notes shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed and effective as of the 12th day of January 2004.
Bluefly, Inc.
/s/ E. Xxxxxxx Xxxxx
---------------------------------
Name: E. Xxxxxxx Xxxxx
Title: CEO
Quantum Industrial Partners LDC
/s/ Xxxx X. Xxxxx
---------------------------------
Name: Xxxx X. Xxxxx
Title: Attorney-in-Fact
SFM Domestic Investments LLC
/s/ Xxxx X. Xxxxx
---------------------------------
Name: Xxxx X. Xxxxx
Title: Attorney-in-Fact
