Amendment to Management Agreement among Finlay Enterprises, Finlay Fine Jewelry, and Thomas H. Lee Capital

Summary

This amendment, effective January 21, 2002, updates the Management Agreement between Finlay Enterprises, Inc., Finlay Fine Jewelry Corporation, and Thomas H. Lee Capital, LLC. The main change is a reduction of the annual management fee from $180,000 to $90,000, with monthly payments adjusted to $7,500 starting February 1, 2002. All other terms of the original agreement remain unchanged.

EX-10.9B 4 d50408_ex10-9b.txt AMENDMENT TO MANAGEMENT AGREEMENT Exhibit 10.9(b) AMENDMENT TO MANAGEMENT AGREEMENT AMENDMENT, dated as of January 21, 2002, to the Management Agreement, dated as of May 26, 1993 (as amended by the letter agreement dated January 15, 1997 relating thereto, the "Management Agreement") by and among Finlay Enterprises, Inc., a Delaware corporation, Finlay Fine Jewelry Corporation, a Delaware corporation, and Thomas H. Lee Capital, LLC (as successor-in-interest to the Thomas H. Lee Company). W I T N E S S E T H: WHEREAS, the parties hereto mutually desire to amend the Management Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. The provisions of Section 5.1(b) of the Management Agreement shall be amended so that, effective as of February 1, 2002, the annual Management Fee referred to therein shall be changed from "$180,000" to "$90,000". Accordingly, commencing on February 1, 2002, the amount of each monthly installment of the Management Fee shall be $7,500. 2. Except as amended hereby, the Management Agreement shall remain in full force and effect, without change or modification. 3. This instrument may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4. Any term defined in the Management Agreement and not otherwise defined herein shall have the meaning set forth in the Management Agreement. IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the day and year first above written. THOMAS H. LEE CAPITAL, LLC By: /s/ Thomas H. Lee -------------------------------------- Name: Thomas H. Lee Title: President FINLAY ENTERPRISES, INC. By: /s/ Arthur E. Reiner -------------------------------------- Name: Arthur E. Reiner Title: Chairman & CEO FINLAY FINE JEWELRY CORPORATION By: /s/ Bonni G. Davis -------------------------------------- Name: Bonni G. Davis Title: Vice President, Secretary & General Counsel