Rosenthal & Rosenthal Inc. Factors 1370 Broadway, New York, NY 10018 Tel: (212) 356-1400 Fax: (212) 356-0900 AMENDMENT #1 TO FINANCING AGREEMENT April 30, 2001 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 (the "Financing Agreement"). This will confirm that effective as of March 30, 2001, the Financing Agreement is amended as follows: 1. The following shall be added as a definition in the definition section in its proper alphabetical order: "Standby L/C Termination Notification" shall have the meaning specified in Section 9.2 hereof." 2. The following shall be added as a new paragraph in Section 7.3 following the first paragraph thereof: "Notwithstanding the foregoing, or any other provision of this Agreement, Lender may make draws pursuant to the Standby Letter of Credit of all unpaid Obligations and Borrower Payables commencing 165 days after the receipt by Lender of a Standby L/C Termination Notification." 3. The period at the end of Section 9.2 is deleted and the following is substituted in its place and stead: "(e) Lender shall not have received a notification from The Chase Manhattan Bank that it has elected not to consider the Standby Letter of Credit renewed for the one year period following the then current expiration date thereof (the "Standby L/C Termination Notification"); and (f) Lender shall not have received a Quantum Notification (as defined in the letter agreement between Subordinating Creditor and Lender dated April 30, 2001)." 4. The period at the end of the second sentence in Section 8.1 is deleted and the following is substituted in its place and stead: "provided however, notwithstanding the foregoing, this Agreement shall not, under any circumstances, be extended beyond March 30, 2005." <PAGE> Except as heretoabove specifically set forth, the Financing Agreement shall continue unmodified. Very truly yours, ROSENTHAL & ROSENTHAL, INC. /s/ J. Michael Stanley ---------------------- J. Michael Stanley Executive Vice President Agreed: BLUEFLY, INC. By: /s/ Jonathan Morris ------------------------ Name: Jonathan Morris Title: Executive Vice President
Source: OneCLE Business Contracts.