Exhibit 10.6







 





FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT


 


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.


 


BACKGROUND:


 


The
Borrower and the Lender have agreed to amend certain terms and conditions of the Credit Agreement as set forth in this Amendment.


 


In consideration of
the mutual covenants contained herein and benefits to be derived herefrom, the parties hereto agree as follows:


 


Section
1.        Capitalized Terms. All capitalized terms used herein and not otherwise defined
shall have the same meaning herein as in the Credit Agreement.


 


Section
2.        Amendment to Credit Agreement. Subject to the satisfaction of the Conditions
Precedent set forth in Section 3, the provisions of Section 2.02(b) of the Credit Agreement are hereby amended by deleting the
second sentence thereof in its entirety and by substituting the following in its stead:


 


“Each
such notice must be received by the Lender not later than 11:00 a.m. (i) three Business Days prior to the requested date of any
Committed Borrowing of, conversion to or continuation of LIBO Rate Loans or of any conversion of LIBO Rate Loans to Base Rate Loans,
and (ii) on the requested date of any Committed Borrowing of Base Rate Loans.”


 


Section
3.        Conditions Precedent. This Amendment shall not be effective until each of
the following conditions have been satisfied, as determined by the Lender in its discretion:


 


3.1        The
Lender shall have received a counterpart of this Amendment duly executed by the Borrower.


 


3.2        All
corporate and shareholder action on the part of the Borrower necessary for the valid execution, delivery and performance by the
Borrower of this Amendment shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Lender
shall have been provided to the Lender.


 


3.3        After
giving effect to this Amendment, the representations and warranties in the Loan Agreement and the other Loan Documents shall be
true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that
such representations and warranties relate solely to an earlier date, in which case they shall be true and correct as of such earlier
date).






    	 



    	 



    
 


 


3.4        After
giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall
result from the consummation of the transactions contemplated herein.


 


3.5        The
Borrower shall have paid in full all reasonable costs and expenses of the Lender (including, without limitation, reasonable attorneys’
fees) in connection with the preparation, negotiation, execution and delivery of this Amendment.


 


Section
4.        Waiver of Claims. The Borrower, for itself and on behalf of its officers,
directors, employees, attorneys, representatives, administrators, successors, and assigns hereby acknowledges and agrees that it
has no offsets, defenses, claims, or counterclaims against the Lender, or its officers, directors, employees, attorneys, representatives,
parent, affiliates, participants, successors, or assigns (collectively, “Credit Parties”) with respect to the
Obligations, or otherwise, and that if the Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims
against any Credit Party, whether known or unknown, at law or in equity, from the beginning of the world through this date and
through the time of execution of this Amendment, all of them are hereby expressly WAIVED, and the Borrower hereby RELEASES the
Credit Parties from any liability therefor.


 


Section
5.        Miscellaneous.


 


5.1        Except
as provided herein, all of the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and
effect.


 


5.2        This
Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of this Amendment by telefacsimile or electronic mail shall be equally as effective as delivery of an original
executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or electronic
mail also shall deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this Amendment.


 


5.3        This
Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations
or discussions shall limit, modify, or otherwise affect the provisions hereof.


 


5.4        THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED IN THE COMMONWEALTH OF MASSACHUSETTS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


[SIGNATURE PAGES FOLLOW]


 



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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as an instrument
under seal, as of the date first above written.


 


	 	BORROWER:	 
	 	 	 	 
	 	BLUEFLY, INC.	 
	 	 	 	 
	 	By:	/ s / Kara B. Jenny	 
	 	Name:	Kara B. Jenny	 
	 	Title:	Chief Financial Officer	 
	 	 	 	 
	 	LENDER:	 
	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION	 
	 	 	 	 
	 	By:	/ s / Michele Ayou	 
	 	Name:	Michele Ayou	 
	 	Authorized Signatory	 


 


 


 



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