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EXHIBIT RRR
AMENDMENT #2 TO REIMBURSEMENT AGREEMENT
March 17, 2003
Bluefly, Inc.
00 Xxxx 00 Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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 Xxxxx 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 Xxxxx 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:
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Name:
Title:
Agreed:
BLUEFLY, INC.
By:
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Name:
Title:
