Exhibit 4.6
	 

	 
		FORM OF FINLAY JEWELRY’S
		83/8% SENIOR NOTES DUE JUNE 1, 2012
	 

	 
		UNLESS THIS CERTIFICATE IS PRESENTED BY AN
		AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
		CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT
		FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
		IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
		REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
		CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
		REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
		OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
		HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
	 

	 
		TRANSFERS OF THIS GLOBAL NOTE SHALL BE
		LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A
		SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
		THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
		RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  CUSIP No.
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		83/8% Senior Note due June 1, 2012 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  No.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		Finlay Fine Jewelry Corporation promises to
		pay to Cede & Co., or registered assigns, the principal sum
		of                        Dollars
		on June 1, 2012. 
	 

	 
		Interest Payment Dates: June 1 and
		December 1. 
	 

	 
		Record Dates: May 15 and
		November 15. 
	 

	 
		Reference is hereby made to the further
		provisions of this Note set forth on the reverse hereof, which further
		provisions shall for all purposes have the same effect as if set forth at this
		place. 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Dated:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  , 2004
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  FINLAY FINE JEWELRY
				  CORPORATION
				

			 
	
				
				  
  
				

			 	
				
				  
  
				

			 	
				
				  
 By:
				

			 	
				
				  
  
				

			 	
				
				  
  
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 
	
				
				  
  
				

			 	
				
				  
  
				

			 	
				
				  
 By:
				

			 	
				
				  
  
				

			 	
				
				  
  
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 

 

	 
		This is one of the Global Notes referred to
		in the within-mentioned Indenture: 
	 

	 
		HSBC BANK USA, NATIONAL ASSOCIATION as
		Trustee 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Authorized Officer
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		83/8% Senior Note due
		June 1, 2012 
	 

	 
		Capitalized terms used herein shall have the
		meanings assigned to them in the Indenture referred to below unless otherwise
		indicated. 
	 

	 
		1. Interest.   Finlay Fine Jewelry
		Corporation, a Delaware corporation (the “Company”), promises to pay
		interest on the principal amount of this Note at 83/8% per annum from
		June 3, 2004 until maturity. The Company shall pay interest semiannually
		in arrears on June 1 and December 1 of each year, or if any such day
		is not a Business Day, on the next succeeding Business Day (each an
		“Interest Payment Date”). Interest on the Notes will accrue from the
		most recent date to which interest has been paid or, if no interest has been
		paid, from June 3, 2004; provided that if there is no existing Default in
		the payment of interest, and if this Note is authenticated between a record
		date referred to on the face hereof and the next succeeding Interest Payment
		Date, interest shall accrue from such next succeeding Interest Payment Date;
		provided, further, that the first Interest Payment Date shall be
		December 1, 2004. The Company shall pay interest (including post-petition
		interest in any proceeding under any Bankruptcy Law) on overdue principal and
		premium, if any, from time to time on demand at a rate that is 1% per annum in
		excess of the rate then in effect; it shall pay interest (including
		post-petition interest in any proceeding under any Bankruptcy Law) on overdue
		installments of interest (without regard to any applicable grace periods) from
		time to time on demand at the same rate to the extent lawful. Interest will be
		computed on the basis of a 360-day year of twelve 30-day months. 
	 

	 
		2. Method of Payment.   The
		Company shall pay interest on the Notes (except defaulted interest) to the
		Persons who are registered Holders of Notes at the close of business on the
		May 15 or November 15 next preceding the Interest Payment Date, even
		if such Notes are canceled after such record date and on or before such
		Interest Payment Date, except as provided in Section 2.12 of the Indenture
		with respect to defaulted interest. Principal, premium, if any, and interest on
		the Notes will be payable at the office or agency of the Company maintained for
		such purpose within the City and State of New York or, at the option of the
		Company, payment of interest may be made by check mailed to the Holders of the
		Notes at their respective addresses set forth in the register of Holders of
		Notes; provided that all payments of principal, premium and interest with
		respect to Notes the Holders of which have given wire transfer instructions to
		the Company prior to the relevant record date will be required to be made by
		wire transfer of immediately available funds to the accounts specified by the
		Holders thereof. Until otherwise designated by the Company, the Company’s
		office or agency in New York will be the office of the Trustee maintained for
		such purpose. Such payment shall be in such coin or currency of the United
		States of America as at the time of payment is legal tender for payment of
		public and private debts. 
	 

	 
		3. Paying Agent and Registrar.
		  Initially, HSBC Bank USA, National Association (the successor to
		HSBC Bank USA, formerly known as Marine Midland Bank), the Trustee under the
		Indenture, will act as Paying Agent and Registrar. The Company may change any
		Paying Agent or Registrar without notice to any Holder. The Company or any of
		its Subsidiaries may act in any such capacity. 
	 

	 
		4. Indenture.   The Company issued
		the Notes under an Indenture dated as of June 3, 2004
		(“Indenture”) between the Company and the Trustee. The terms of the
		Notes include those stated in the Indenture and those made part of the
		Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
		Code SS 77aaa-77bbbb), as in effect on the date on which the Indenture is
		qualified thereunder. The Notes are subject to all such terms, and Holders are
		referred to the Indenture and such Act for a statement of such terms. To the
		extent any provision of this Note conflicts with the express provisions of the
		Indenture, the provisions of the Indenture shall govern and be controlling.
		
	 

	 
		The Notes are general, unsecured senior
		obligations of the Company. The Company shall be entitled, subject to its
		compliance with Section 4.09 of the Indenture, to issue Additional Notes
		pursuant to Section 2.15 of the Indenture. The Notes issued on the Issue
		Date and any Additional Notes will be treated as a single class for all
		purposes under the Indenture. 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		5. Optional Redemption.
		  (a) Except as set forth in subparagraph (b) of this
		Paragraph 5, the Notes are not redeemable at the Company’s option
		prior to June 1, 2008. Thereafter, the Notes will be subject to redemption
		at any time at the option of the Company, in whole or in part, upon not less
		than 30 nor more than 60 days’ notice, at the redemption prices
		(expressed as percentages of principal amount) set forth below plus accrued and
		unpaid interest thereon to the applicable redemption date, if redeemed during
		the twelve-month period beginning on June 1 of the years indicated below:
		
	 

	 
		 
	 

	 
			
				
				  Year
				

			 	
				
				   
				

			 	
				
				  Percentage 
				

			 	
				
				   
				

			 
	
				
				  2008
				

			 	
				
				   
				

			 	
				
				  104.188
				

			 	
				
				  %
				

			 
	
				
				  2009
				

			 	
				
				   
				

			 	
				
				  102.094
				

			 	
				
				  %
				

			 
	
				
				  2010 and thereafter
				

			 	
				
				   
				

			 	
				
				  100.00  
				

			 	
				
				  %
				

			 

 

	 
		(b) Notwithstanding the foregoing, until
		June 1, 2007, the Company may on any one or more occasions redeem an
		aggregate principal amount not to exceed 35% of the aggregate principal amount
		of Notes (which includes Additional Notes, if any) originally issued at a
		redemption price of 108.375% of the principal amount thereof, plus accrued and
		unpaid interest thereon, if any, to the redemption date, with the net cash
		proceeds of Public Equity Offerings by the Company; provided that at least 65%
		of such aggregate principal amount of Notes (which includes Additional Notes,
		if any) originally issued remains outstanding immediately after the occurrence
		of each such redemption (excluding Notes held by the Company and its
		Subsidiaries); and provided, further, that such redemption shall occur within
		120 days of the date of the closing of such Public Equity Offering.
		
	 

	 
		6. Mandatory Redemption.   Except
		as set forth in Paragraph 7 below, the Company shall not be required to
		make mandatory redemption payments with respect to the Notes. There are no
		sinking fund payments with respect to the Notes. 
	 

	 
		7. Repurchase at Option of Holder.
		  (a) If there is a Change of Control, each Holder of Notes will
		have the right to require the Company to make an offer (a “Change of
		Control Offer”) to repurchase all or any part (equal to $1,000 or an
		integral multiple thereof) of such Holder’s Notes at an offer price in
		cash equal to 101% of the aggregate principal amount thereof plus accrued and
		unpaid interest thereon, if any, to the date of purchase (the “Change of
		Control Payment”). Within 30 days following any Change of Control,
		the Company shall mail a notice to each Holder describing the transaction or
		transactions that constitute the Change of Control and offering to repurchase
		Notes on the date specified in such notice, which date shall be no earlier than
		30 days and no later than 60 days from the date such notice is mailed
		(the “Change of Control Payment Date”), pursuant to the procedures
		required by the Indenture and described in such notice. The Company shall
		comply with the requirements of Rule 14e-1 under the Exchange Act and any
		other securities laws and regulations thereunder to the extent such laws and
		regulations are applicable in connection with the repurchase of Notes as a
		result of a Change of Control. 
	 

	 
		(b) If the Company or any Subsidiary of the
		Company consummates any Asset Sales, within 45 days after the first day of
		a calendar month in which the aggregate amount of Excess Proceeds exceeds
		$10.0 million, the Company shall be required to make an offer to all
		Holders of Notes (an “Asset Sale Offer”) to purchase the maximum
		principal amount of Notes that may be purchased out of the Excess Proceeds, at
		an offer price in cash in an amount equal to 100% of the principal amount
		thereof plus accrued and unpaid interest thereon, if any, to the date of
		purchase, in accordance with the procedures set forth in the Indenture. To the
		extent that the aggregate amount of Notes tendered pursuant to any such offer
		is less than the remaining Excess Proceeds, the Company or any of its
		Subsidiaries may use any remaining Excess Proceeds for general corporate
		purposes or otherwise make an investment of such remaining amounts in any
		manner that is not prohibited by the Indenture. If the aggregate principal
		amount of Notes tendered in connection with such Asset Sale Offer and
		surrendered by Holders thereof exceeds the amount of Excess Proceeds, the
		Trustee shall select the Notes to be purchased on a pro rata basis. Upon
		completion of such offer to purchase, the amount of Excess Proceeds shall be
		reset at zero. 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		8. Notice of Redemption.   Notice
		of redemption will be mailed by first class mail at least 30 days but not
		more than 60 days before the redemption date to each Holder of Notes to be
		redeemed at its registered address. Notices of redemption may not be
		conditional. Notes and portions of Notes selected for redemption shall be in
		amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes
		of a Holder are to be redeemed, the entire outstanding amount of Notes held by
		such Holder, even if not a multiple of $1,000, shall be redeemed. If any Note
		is to be redeemed in part only, the notice of redemption that relates to such
		Note shall state the portion of the principal amount thereof to be redeemed. A
		new Note in principal amount equal to the unredeemed portion thereof will be
		issued in the name of the Holder thereof upon cancellation of the original
		Note. On and after the redemption date, interest ceases to accrue on Notes or
		portions thereof called for redemption. 
	 

	 
		9. Denominations, Transfer, Exchange.
		  The Notes are in registered form without coupons in denominations
		of $1,000 and integral multiples of $1,000. The transfer of Notes may be
		registered and Notes may be exchanged as provided in the Indenture. The
		Registrar and the Trustee may require a Holder, among other things, to furnish
		appropriate endorsements and transfer documents and the Company may require a
		Holder to pay any taxes and fees required by law or permitted by the Indenture.
		The Company is not required (a) to issue, to register the transfer of or
		to exchange any Notes during a period beginning at the opening of business
		15 days before the day of any selection of Notes for redemption and ending
		at the close of business on the day of selection, (b) to register the
		transfer of or to exchange any Note so selected for redemption in whole or in
		part, except the unredeemed portion of any Note being redeemed in part or
		(c) to register the transfer of or to exchange a Note between a record
		date and the next succeeding Interest Payment Date. 
	 

	 
		10. Persons Deemed Owners.   The
		registered Holder of a Note may be treated as its owner for all purposes,
		subject to the provisions of the Indenture with respect to record dates for the
		payment of interest. 
	 

	 
		11. Amendment, Supplement and Waiver.
		  Subject to certain exceptions, the Indenture or the Notes may be
		amended or supplemented with the consent of the Holders of at least a majority
		in principal amount of the Notes then outstanding (including, without
		limitation, consents obtained in connection with a purchase of, or tender offer
		or exchange offer for, Notes) and, subject to the provisions of Sections 6.04
		and 6.07 of the Indenture, any existing Default or Event of Default (other than
		a Default or Event of Default in the payment of the principal of, premium, if
		any, or interest on the Notes, except a payment default resulting from an
		acceleration that has been rescinded) or compliance with any provision of the
		Indenture or the Notes may be waived with the consent of the Holders of a
		majority in principal amount of the Notes then outstanding (including, without
		limitation, consents obtained in connection with a purchase of, or tender offer
		or exchange offer for, Notes). Without the consent of any Holder of Notes, the
		Company and the Trustee may amend or supplement the Indenture or the Notes to
		cure any ambiguity, defect or inconsistency, to provide for uncertificated
		Notes in addition to or in place of certificated Notes (provided that the
		uncertificated notes are issued in registered form for purposes of
		Section 163(f) of the Internal Revenue Code (the “Code”), or in
		a manner such that the uncertificated notes are described in
		Section 163(f)(2)(B) of the Code), to provide for the assumption of the
		Company’s obligations to Holders of the Notes in case of a merger or
		consolidation, or sale of all or substantially all of the Company’s
		assets, to make any change that would provide any additional rights or benefits
		to the Holders of the Notes or that does not adversely affect the legal rights
		under the Indenture of any such Holder, or to comply with the requirements of
		the Commission in order to effect or maintain the qualification of the
		Indenture under the Trust Indenture Act. 
	 

	 
		12. Defaults and Remedies.
		  Events of Default include: (i) default for 30 days in the
		payment when due of interest on the Notes; (ii) default in payment of the
		principal of or premium, if any, on the Notes when due at maturity, upon
		optional redemption, upon required repurchase, upon declaration of acceleration
		or otherwise; (iii) failure by the Company to comply with the provisions
		of Sections 3.09, 4.10, 4.15 or Article 5 of the Indenture;
		(iv) failure by the Company or any Subsidiary Guarantor for 45 days
		after notice to comply with any of the covenants in the Indenture or the Notes
		(other than those covenants addressed elsewhere in Section 6.01 of the
		Indenture); (v) default under any mortgage, indenture or instrument under
		which there may be issued or by which there may be secured or evidenced any
		Indebtedness for money borrowed by the Company or any of its Subsidiaries
		(including any Indebtedness the payment of which is guaranteed by the Company
		or any of its Subsidiaries) other than a Receivables Subsidiary whether such
		Indebtedness or guarantee now exists, or is created after the date of the
		Indenture, which default (a) is caused by a failure to pay principal or a
		premium, if any, on such Indebtedness at the Stated Maturity for such payment
		of principal or premium, if any, or such later date as has been agreed in a
		writing 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(provided such writing is entered into prior
		to such Stated Maturity) by the parties to the documentation relating to such
		Indebtedness (a “Payment Default”) or (b) results in the
		acceleration of such Indebtedness prior to its express maturity and, in each
		case, the principal amount of any such Indebtedness, together with the
		principal amount of any other such Indebtedness under which there has been a
		Payment Default or the maturity of which has been so accelerated, aggregates
		$12.5 million or more; (vi) failure by the Company or any of its
		Subsidiaries other than a Receivables Subsidiary to pay final judgments
		aggregating in excess of $12.5 million, which judgments are not paid,
		discharged or stayed for a period of 60 days (or 90 days if prior to
		such sixtieth day the Company has delivered to the Trustee an Officers’
		Certificate attesting that a financially responsible insurance company of
		recognized national standing has acknowledged in writing complete liability for
		such judgment and attached a copy of such acknowledgment thereto);
		(vii) repudiation by any Subsidiary Guarantor of its obligations under any
		Subsidiary Guarantee or, except as permitted by the Indenture, any Subsidiary
		Guarantee shall be held in a judicial proceeding to be unenforceable or invalid
		in any material respect or shall cease to be in full force and effect;
		(viii) the Company or any of its Subsidiaries (other than a Receivables
		Subsidiary) within the meaning of any Bankruptcy Law (a) commences a
		voluntary case, (b) consents to the entry of an order for relief against
		it in an involuntary case, (c) consents to the appointment of a custodian
		of it or for all or substantially all of its property, (d) makes a general
		assignment for the benefit of its creditors, or (e) generally is not
		paying its debts as they become due; or (ix) a court of competent
		jurisdiction enters an order or decree under any Bankruptcy Law that
		(a) is for relief against the Company or any of its Subsidiaries (other
		than a Receivables Subsidiary), (b) appoints a custodian of the Company or
		any of its Subsidiaries or for all or substantially all of the property of the
		Company or any of its Subsidiaries (other than a Receivables Subsidiary) or (c)
		orders the liquidation of the Company or any of its Subsidiaries (other than a
		Receivables Subsidiary) and any such order or decree described in this
		clause (ix) remains unstayed and in effect for 60 consecutive days.
		
	 

	 
		In the event of a declaration of
		acceleration of the Notes because an Event of Default has occurred and is
		continuing as a result of a Payment Default or the acceleration of any
		Indebtedness described in clause (v) of the preceding paragraph, the
		declaration of acceleration of the Notes shall be automatically annulled if
		(i) any Payment Default described in clause (v)(a) of the preceding
		paragraph has been cured or waived and (ii) the holders of any accelerated
		Indebtedness described in clause (v)(b) of the preceding paragraph have
		rescinded the declaration of acceleration in respect of such Indebtedness;
		provided in each such case that (a) such cure, waiver or rescission of
		such declaration of acceleration shall have been made in writing within
		30 days of the date of such Payment Default or declaration, as the case
		may be, and (b) the annulment of the acceleration of such Notes would not
		conflict with any judgment or decree of a court of competent jurisdiction and
		(c) all existing Events of Default, except nonpayment of principal or
		interest on the Notes that became due solely because of the acceleration of the
		Notes, have been cured or waived. 
	 

	 
		A Default under clause (iv) the first
		paragraph of this Paragraph 12 is not an Event of Default until the
		Trustee or the Holders of at least 25% in principal amount of the then
		outstanding Notes give written notice to the Company of the default and the
		Company does not cure the Default within the period provided in such clause.
		The notice must specify in reasonable detail the Default, demand that it be
		remedied and state that the notice is a “Notice of Default”. If the
		Holders of 25% or more in principal amount of the then outstanding Notes
		request the Trustee to give such notice on their behalf, the Trustee shall do
		so. 
	 

	 
		If any Event of Default occurs and is
		continuing, the Trustee or the Holders of at least 25% in principal amount of
		the then outstanding Notes by written notice to the Trustee and the Company may
		declare all the Notes to be due and payable immediately. Notwithstanding the
		foregoing, in the case of an Event of Default arising under clause (viii)
		or (ix) of the first paragraph of this Paragraph 12, with respect to
		the Company, any Significant Subsidiary or any group of Subsidiaries, that
		taken together would constitute a Significant Subsidiary, all outstanding Notes
		will become due and payable without further action or notice. Holders of the
		Notes may not enforce the Indenture or the Notes except as provided in the
		Indenture. Subject to certain limitations, Holders of a majority in principal
		amount of the then outstanding Notes may direct the Trustee in its exercise of
		any trust or power. The Trustee may withhold from Holders of the Notes notice
		of any continuing Default or Event of Default (except a Default or Event of
		Default relating to the payment of principal or interest) if it determines that
		withholding notice is in their interest. Under certain circumstances, the
		Holders of a majority in aggregate principal amount of the Notes then
		outstanding by notice to the Trustee may on behalf of the Holders of all of the
		Notes rescind an acceleration or waive any existing Default or Event of Default
		and its consequences under the Indenture 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		except a continuing Default or Event of
		Default in the payment of interest on, or the principal of, the Notes. The
		Company is required to deliver to the Trustee annually a statement regarding
		compliance with the Indenture, and the Company is required upon becoming aware
		of any Default or Event of Default, to deliver to the Trustee a statement
		specifying such Default or Event of Default. 
	 

	 
		In the case of any Event of Default
		occurring by reason of any willful action (or inaction) taken (or not taken) by
		or on behalf of the Company with the intention of avoiding payment of the
		premium that the Company would have had to pay if the Company then had elected
		to redeem the Notes pursuant to the optional redemption provisions of the
		Indenture, an equivalent premium shall also become and be immediately due and
		payable to the extent permitted by law upon the acceleration of the Notes. If
		an Event of Default occurs prior to June 1, 2008 by reason of any willful
		action (or inaction) taken (or not taken) by or on behalf of the Company with
		the intention of avoiding the prohibition on redemption of the Notes prior to
		June 1, 2008, then the premium specified in the Indenture shall also
		become immediately due and payable to the extent permitted by law upon the
		acceleration of the Notes. 
	 

	 
		13. Trustee Dealings With Company.
		  The Trustee, in its individual or any other capacity, may make
		loans to, accept deposits from, and perform services for the Company or its
		Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
		were not the Trustee; however, if it acquires any conflicting interest it must
		eliminate such conflict within 90 days, apply to the Commission for
		permission to continue or resign. 
	 

	 
		14. No Recourse Against Others.
		  No past, present or future director, officer, employee,
		incorporator or stockholder of the Company, as such, shall have any liability
		for any obligations of the Company under the Notes or the Indenture or for any
		claim based on, in respect of, or by reason of, such obligations or their
		creation. Each Holder by accepting a Note waives and releases all such
		liability. The waiver and release are part of the consideration for the
		issuance of the Notes. Such waiver may not be effective to waive liabilities
		under the federal securities laws and it is the view of the Commission that
		such a waiver is against public policy. 
	 

	 
		15. Authentication.   This Note
		shall not be valid until authenticated by the manual signature of the Trustee
		or an authenticating agent. 
	 

	 
		16. Abbreviations.   Customary
		abbreviations may be used in the name of a Holder or an assignee, such as: TEN
		COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
		(—joint tenants with right of survivorship and not as tenants in common),
		CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
	 

	 
		17. Cusip Numbers.   Pursuant to a
		recommendation promulgated by the Committee on Uniform Security Identification
		Procedures, the Company has caused CUSIP numbers to be printed on the Notes and
		the Trustee may use CUSIP numbers in notices of redemption as a convenience to
		Holders. No representation is made as to the accuracy of such numbers either as
		printed on the Notes or as contained in any notice of redemption and reliance
		may be placed only on the other identification numbers placed thereon. 
	 

	 
		18. Additional Information.   The
		Company shall furnish to any Holder upon written request and without charge a
		copy of the Indenture. Requests may be made to: 
	 

	 
		Finlay Fine Jewelry Corporation
	 

	 
		529 Fifth Avenue
	 

	 
		New York, New York 10017
	 

	 
		Attention: Secretary and Corporate Counsel
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		ASSIGNMENT FORM 
	 

	 
		To assign this Note, fill in the form below:
		
	 

	 
		I or we assign and transfer this Note to
		
	 

	 
		(Print or type assignee’s name, address
		and zip code)
	 

	 
		(Insert assignee’s soc. sec. or tax
		I.D. No.)
	 

	 
		and irrevocably
		appoint                        agent
		to transfer this Note on the books of the Company. The agent may substitute
		another to act for him. 
	 

	 
		 
	 

	 
			
				
				   
				

			 
	
				
				  Date:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Your Signature:
				

			 	
				
				   
				

			 
	
				
				   
				

			 
	
				
				   
				

			 
	
				
				  Sign exactly as your name appears on
				  the other side of this Note.
				

			 
	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE OF INCREASES OR DECREASES IN
		GLOBAL SECURITY 
	 

	 
		The following increases or decreases in this
		Global Note have been made: 
	 

	 
		 
	 

	 
			
				
				  Date of Exchange
				

			 	
				
				   
				

			 	
				
				  Amount of decrease

				  in principal amount
 of this Global Note 
				

			 	
				
				   
				

			 	
				
				  Amount of increase

				  in principal amount
 of this Global Note 
				

			 	
				
				   
				

			 	
				
				  Principal amount of

				  this Global Note
 following such
 decrease or increase 
				

			 	
				
				   
				

			 	
				
				  Signature of

				  authorized officer of
 Trustee or Notes
 Custodian 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		OPTION OF HOLDER TO ELECT PURCHASE
		
	 

	 
		If you want to elect to have this Note
		purchased by the Company pursuant to Section 4.10 or 4.15 of the
		Indenture, check the box below: 
	 

	 
			
				
				   
				

			 	
				
				  o
				  Section 4.10  
				

			 	
				
				  o
				  Section 4.15
				

			 

 

	 
		If you want to elect to have only part of
		the Note purchased by the Company pursuant to Section 4.10 or
		Section 4.15 of the Indenture, state the amount you elect to have
		purchased (if all, write “ALL”): $                   
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Your Signature:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  (Sign exactly as your name appears
				  on the face of this Note)
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Tax Identification No:
				

			 	
				
				   
				

			 

 

	 
		Signature Guarantee.* 
	 

	 
		*
	 

	 
		NOTICE: The signature must be guaranteed by
		an institution which is a member of one of the following recognized signature
		guarantee programs: 
	 

	 
		(1) The Securities Transfer Agent Medallion
		Program (STAMP); 
	 

	 
		(2) The New York Stock Exchange Medallion
		Program (MSP); 
	 

	 
		(3) The Stock Exchange Medallion Program
		(SEMP).