AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • December 3rd, 2008 • Finlay Enterprises Inc /De • Retail-jewelry stores • New York
This Amendment No. 1 to the Credit Agreement, dated as of November 18, 2008 (this “Amendment”), is entered into by and among Finlay Fine Jewelry Corporation, a Delaware corporation (“Finlay”); Carlyle & Co. Jewelers LLC, a Delaware limited liability company (“Carlyle”), L. Congress, Inc., a Florida corporation (“Congress”) (Finlay, Carlyle and Congress are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”); the other Credit Parties signatory hereto, the Lenders signatory hereto and General Electric Capital Corporation, as a Lender and as Agent for Lenders (in such capacity, “Agent”).
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • December 3rd, 2008 • Finlay Enterprises Inc /De • Retail-jewelry stores • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of November 26, 2008 by and among Finlay Fine Jewelry Corporation, a Delaware corporation (the “Company”), and each of the undersigned beneficial holders (each a “Holder” and collectively, the “Holders”) of the Company’s 8-3/8% Senior Notes due June 1, 2012 (the “Notes”), which were issued pursuant to an Indenture (the “Notes Indenture”), dated as of June 3, 2004, between the Company and HSBC Bank USA, National Association (as successor to HSBC Bank USA), as trustee (the “Trustee”).
