EXHIBIT 10.23
XXXXXX X. XXX PARTNERS, LP
00 XXXXX XXXXXX
XXXXXX, XXXXXXXXXXXXX 00000
TELEPHONE 000-000-0000
FAX 000-000-0000
July 12, 2002
Xx. Xxxxxx X. Xxxxxx
Chairman of the Board
Finlay Enterprises, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Sale of Shares of Common Stock of Finlay Enterprises, Inc.
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Dear Xx. Xxxxxx:
This letter confirms the agreement of Xxxxxx X. Xxx Equity Partners,
L.P. ("Equity Partners") and the persons and entities listed on the attached
Schedule A (collectively with Equity Partners the "THL Group") to sell to Finlay
Enterprises, Inc. (the "Company") an aggregate of 50,000 shares (the "Shares")
of the common stock of the Company, on the terms set forth herein.
1) Simultaneously with the execution and delivery of this Letter
Agreement, (i) the Company shall purchase from the THL Group, and the THL Group
shall sell to the Company, the Shares at a price of $14.25 per share, or an
aggregate price of $712,500 (the "Purchase Price"), and (ii) the Company shall
deliver to the THL Group the Purchase Price by wire transfers to accounts
designated by the THL Group, and the THL Group shall deliver to the Company
stock certificates representing the Shares, with stock powers duly endorsed in
blank attached thereto.
2) Each member of the THL Group represents and warrants to the Company
as to the Shares that such member is presenting to the Company that (a) such
member's Shares are owned by such member, (b) such member's Shares are being
sold free and clear of all encumbrances and liens of any kind whatsoever
("Encumbrances"), other than the restrictions imposed by Federal and state
securities law, (c) such member is authorized to enter into this Letter
Agreement and consummate the transactions contemplated hereby and (d) such
member is fully familiar with the financial condition of the Company and has had
adequate opportunity to ask and have answered questions regarding the financial
and business condition of the Company.
3) The Company represents that all necessary corporate actions have
been taken and approved, including by the board of directors, to authorize the
transaction contemplated herein.
4) This Letter Agreement shall be governed by the laws of the State of
New York and may not be modified except by a writing executed by the parties
hereto.
Please confirm your agreement to the foregoing by executing the
enclosed copy of this Letter Agreement where indicated.
Very truly yours,
Xxxxxx X. Xxx Equity Partners, L.P.
By Xxxxxx X. Xxx Equity Advisors, L.P.,
its General Partner
By: /s/ Xxxxxx X. Xxx
--------------------------------------
Name: Xxxxxx X. Xxx
Title:
1989 Xxxxxx X. Xxx Nominee Trust
Xxxx X. Xxxxxx
Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxx
X. Xxxxxx Xxxx
Xxxxxx X. Xxxxx
SGS Family L.P.
Xxxxxxx X. XxXxxx
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxx Xxxxxx
Xxxx Xxxxxx
Xxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
Xxxx X. Xxxxxxxx
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, as Attorney in Fact for
the persons and entities listed above
Agreed and Accepted
Finlay Enterprises, Inc.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman & CEO
