NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • August 14th, 2012 • Bluefly Inc • Retail-catalog & mail-order houses • New York
This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of August 13, 2012 (this “Agreement”), is entered into by and among BLUEFLY, INC., a Delaware corporation (the “Company”), PRENTICE CONSUMER PARTNERS, LP, a Delaware limited partnership (“Prentice”), and RHO VENTURES VI, L.P., a Delaware limited partnership (“Rho”). Each of Prentice and Rho are from time to time referred to herein as an “Investor” and, collectively, the “Investors.”
ContractNote Purchase Agreement • August 14th, 2012 • Bluefly Inc • Retail-catalog & mail-order houses • New York
This instrument is subject to the terms of aN Intercreditor Agreement, dated AUGUST 13, 2012, between Wells Fargo BANK, NATIONAL ASSOCIATION, PRENTICE CONSUMER PARTNERS, LP, A DELAWARE LIMITED PARTNERSHIP AND RHO VENTURES VI, L.P., A DELAWARE LIMITED PARTNERSHIP (the “INTERCREDITOR AGREEMENT”). payor shall furnish a copy of THE intercreditor agreement upon written request and without charge.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 14th, 2012 • Bluefly Inc • Retail-catalog & mail-order houses • Massachusetts
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 18, 2012, is made with respect to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 17, 2011 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), between WELLS FARGO BANK, NATIONAL ASSOCIATION (herein, the “Lender”), with offices at One Boston Place, 19th Floor, Boston, Massachusetts 02109, and BLUEFLY, INC. (the “Borrower”), a Delaware corporation with its principal executive offices at 42 West 39th Street, New York, New York 10018.
ContractNote Agreement • August 14th, 2012 • Bluefly Inc • Retail-catalog & mail-order houses • New York
This instrument is subject to the terms of aN Intercreditor Agreement, dated AUGUST 13, 2012, between Wells Fargo BANK, NATIONAL ASSOCIATION, PRENTICE CONSUMER PARTNERS, LP, A DELAWARE LIMITED PARTNERSHIP AND RHO VENTURES VI, L.P., A DELAWARE LIMITED PARTNERSHIP (the “INTERCREDITOR AGREEMENT”). payor shall furnish a copy of THE intercreditor agreement upon written request and without charge.
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2012 • Bluefly Inc • Retail-catalog & mail-order houses • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 12, 2012, by and between Bluefly, Inc., a Delaware corporation (the “Company”), and Scott Erdman (“Erdman”).
