Stock Purchase Agreement between Thomas H. Lee Equity Partners, L.P. and Finlay Enterprises, Inc.

Summary

Thomas H. Lee Equity Partners, L.P. and related parties (the THL Group) have agreed to sell 50,000 shares of Finlay Enterprises, Inc. common stock to Finlay Enterprises, Inc. at $14.25 per share, totaling $712,500. The THL Group confirms it owns the shares free of liens and is authorized to sell them. Finlay Enterprises, Inc. confirms it has board approval for the purchase. The agreement is governed by New York law and can only be changed in writing signed by all parties.

EX-10.23 13 file012.txt LETTER AGREEMENT EXHIBIT 10.23 THOMAS H. LEE PARTNERS, LP 75 STATE STREET BOSTON, MASSACHUSETTS 02109 TELEPHONE ###-###-#### FAX ###-###-#### July 12, 2002 Mr. Arthur E. Reiner Chairman of the Board Finlay Enterprises, Inc. 529 Fifth Avenue New York, New York 10017 Re: Sale of Shares of Common Stock of Finlay Enterprises, Inc. ---------------------------------------------------------- Dear Mr. Reiner: This letter confirms the agreement of Thomas H. Lee 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, Thomas H. Lee Equity Partners, L.P. By Thomas H. Lee Equity Advisors, L.P., its General Partner By: /s/ Thomas H. Lee -------------------------------------- Name: Thomas H. Lee Title: 1989 Thomas H. Lee Nominee Trust John W. Childs David V. Harkins Thomas R. Shepherd Scott A. Schoen C. Hunter Boll Steven G. Segal SGS Family L.P. Anthony J. DiNovi Thomas M. Hagerty Warren C. Smith Glenn A. Hopkins Charles W. Robins James Westra Adam Suttin Kent R. Weldon Terrence M. Mullen Todd M. Abbrecht By: /s/ Todd M. Abbrecht -------------------------------------- Todd M. Abbrecht, as Attorney in Fact for the persons and entities listed above Agreed and Accepted Finlay Enterprises, Inc. By: /s/ Arthur E. Reiner --------------------------------- Name: Arthur E. Reiner Title: Chairman & CEO