Amendment No. 2 to Reimbursement Agreement between Bluefly, Inc. and Quantum Industrial Partners LDC

Summary

Bluefly, Inc. and Quantum Industrial Partners LDC have amended their existing Reimbursement Agreement. Quantum Industrial Partners agrees to maintain a $2,000,000 Standby Letter of Credit for Bluefly's benefit until November 15, 2004. In return, Bluefly will issue warrants to the Soros Entities, allowing them to purchase shares of Bluefly's common stock at the current market price, with the warrants expiring in 2013. All other terms of the original agreement remain unchanged.

EX-10.50 15 k30235ex10_50.txt AMENDMENT NO. 2 TO REIMBURSEMENT AGREEMENT Exhibit 10.50 AMENDMENT #2 TO REIMBURSEMENT AGREEMENT March 17, 2003 Bluefly, Inc. 42 West 39 Street New York, New York 10018 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 Soros 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 Soros 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: /s/ John F. Brown ----------------------------- Name: John. F. Brown Title: Attorney in fact Agreed: BLUEFLY, INC. By: /s/ E. Kenneth Seiff ------------------------------ Name: E. Kenneth Seiff Title: CEO