Exhibit 10.20
April 4, 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.
Dear Xx. Xxxxxx:
This letter confirms the agreement of Equity-Linked Investors-II ("XXX-II")
to sell to Finlay Enterprises, Inc. (the "Company") an aggregate of 526,562
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 Agreement, (i)
the Company shall purchase from XXX-II, and XXX-II shall sell to the Company,
the Shares at a price of $l1.00 per share, or an aggregate price of $5,792,182
(the "Purchase Price"), and (ii) the Company shall deliver to XXX-II the
Purchase Price by wire transfer to an account designated by XXX-II, and XXX-II
will deliver to the Company one or more stock certificates representing the
Shares, with stock powers duly endorsed in blank attached thereto.
2. XXX-II represents and warrants to the Company that (a) the Shares are
owned by XXX-II and represent all of the capital stock of the Company owned by
XXX-II or any affiliate thereof or of Xxxxx X. Xxxxx, (b) the Shares are being
sold free and clear of all encumbrances, liens of any kind whatsoever
("Encumbrances"), other than the restrictions imposed by Federal and state
securities law, (c) XXX-II is authorized to enter into this Agreement and
consummate the transactions contemplated hereby and (d) it is fully familiar
with the financial condition of the Company and has had an 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 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 where indicated.
Very truly yours,
EQUITY-LINKED INVESTORS-II
By Xxxxx X Xxxxx Associates II as General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------
Name: Xxxxx X. Xxxxx
Title: President
AGREED AND ACCEPTED:
FINLAY ENTERPRISES, INC.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Sr. Vice President, Treasurer and Chief
Financial Officer
