HARVEY ELECTRONICS INC
EX. 10.20
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ra.txt
<DESCRIPTION>EX. 10.20
<TEXT>

                              REPURCHASE AGREEMENT


     THIS REPURCHASE  AGREEMENT (this  "Agreement") is dated and effective as of
November  21,  2003 by and  among  BANG &  OLUFSEN  AMERICA,  INC.,  a  Delaware
corporation ("BOA"),  WHITEHALL RETAIL FINANCE, a division of Whitehall Business
Credit Corporation,  a New York corporation ("Lender"),  and HARVEY ELECTRONICS,
INC., a New York corporation ("Harvey").

                                    Recitals

     A. Harvey and Bender Realty ("New York Landlord") have entered into a lease
dated December 23, 1999 (together  with all amendments and  supplements  thereto
and  restatements,   modifications,  extensions,  renewals  and/or  replacements
thereof,  the "New York Lease") in respect of the retail store location commonly
known as 927 Broadway, New York, New York (the "New York Store").

     B.  Harvey and BOA have  entered  into a sublease  dated as of June 1, 2000
(together  with  all  amendments  and  supplements   thereto  and  restatements,
modifications,  extensions, renewals and/or replacements thereof, the "Greenwich
Sublease")  in  respect  of the  retail  store  location  commonly  known  as 86
Greenwich  Avenue,  Greenwich,  Connecticut (the "Greenwich  Store" and together
with the New York Store, the "Premises").

     C. Harvey and BOA have entered into (1) a Licensed  Dealer  Agreement dated
as of June 1,  1999  with  respect  to the New  York  Store  (together  with all
amendments and supplements thereto and restatements,  modifications, extensions,
renewals and/or replacements thereof, the "New York Dealer Agreement") and (2) a
Licensed Dealer Agreement dated as of June 1, 2000 with respect to the Greenwich
Store  (together with all amendments and supplements  thereto and  restatements,
modifications,  extensions, renewals and/or replacements thereof, the "Greenwich
Dealer Agreement" and together with the New York Dealer  Agreement,  the "Dealer
Agreements").

     D.  Pursuant  to the terms and  conditions  of the Dealer  Agreements,  BOA
appointed  Harvey as an authorized  Bang & Olufsen(R)  dealer for the purpose of
selling audio and video  products  produced by Bang & Olufsen a/s and sold under
the trademark  "Bang & Olufsen(R)"  or under other  proprietary  marks of Bang &
Olufsen a/s (collectively, the "Products") at the Premises.

     E. Concurrently  with the execution and delivery of this Agreement,  Harvey
and Lender are entering into a Loan and Security  Agreement dated as of the date
hereof (together with all amendments and supplements  thereto and  restatements,
modifications,  extensions,  renewals  and/or  replacements  thereof,  the "Loan
Agreement")  pursuant to which Lender shall provide  revolving  credit loans and
other financial  accommodations  to Harvey. To secure its obligations in respect
of such loans and other  financial  accommodations  Harvey has granted  Lender a
security  interest  in  and  to all or  substantially  all of its  tangible  and
intangible  personal  property  (including,  without  limitation,  the Products)
whether now owned or hereafter acquired (the "Security Interest").

     F.  Harvey,   BOA  and  Lender  desire  to  establish  certain  rights  and
obligations in respect of the Products and the Premises.

     NOW  THEREFORE,  in  consideration  of the foregoing  Recitals,  the mutual
covenants  and  agreements  hereinafter  set forth,  and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, Lender, Harvey and BOA agree as follows:

     1.  Definitions.  As used in this  Agreement,  the following terms have the
following meanings:

     "Credit  Documents" means the Loan Agreement  together with all agreements,
instruments and other documents  executed in connection  therewith,  as the same
may be amended, restated, supplemented or otherwise modified from time to time.

     "Current  Products"  means Products that are among the authorized  Products
designated  in Exhibit A-1 of the Dealer  Agreements in effect as of the date of
the Sale Notice  (defined  below) and contained in the original,  factory-sealed
packaging.

     "Current  Products  Purchase  Price"  means an amount  equal to the  amount
invoiced to Harvey by BOA for the Current  Products,  net of any ordinary course
discounts  received by Harvey in  connection  with Harvey's  acquisition  of the
Current Products.

     "Non-Current Products" means Products other than Current Products that bear
a Bang & Olufsen serial number.

     "Non-Current  Products  Purchase  Price" means the  purchase  price for the
Non-Current  Products set forth in BOA's Notice of Exercise  that is accepted by
Lender.

     "Purchase Price" means the Current Products  Purchase Price plus, if BOA is
obligated  to  purchase  the  Non-Current   Products  as  provided  herein,  the
Non-Current Products Purchase Price.

     "Purchased Products" means the Current Products and, if BOA is obligated to
purchase the Non-Current Products as provided herein, the Non-Current Products.

     2. Repurchase by BOA.

     (a) If Harvey,  with the consent of Lender,  undertakes the  liquidation of
the Products following any default under the Credit Documents or otherwise or if
Lender exercises its rights under the Credit Documents and obtains possession of
the Products for purposes of liquidation  of the Products after Harvey  defaults
under its obligations under the Credit Documents,  Harvey or Lender, as the case
may be,  shall give BOA prompt  notice  thereof  (the "Sale  Notice").  The Sale
Notice shall be  accompanied by a complete list of all  Non-Current  Products in
Harvey's possession as of the date of the Sale Notice (the "Non-Current Products
Inventory List").

     (b) BOA  hereby  agrees  that  upon  receipt  of the Sale  Notice,  it will
purchase all Current Products in Harvey's  possession as of the date of the Sale
Notice,  subject to the terms and  conditions of this  Agreement.  BOA shall pay
Lender the Current Products Purchase Price as the purchase price for the Current
Products.

     (c) In addition to BOA's  obligation  to purchase  the Current  Products as
provided in paragraph  2(b),  BOA shall have the option and first right (but not
the  obligation)  to repurchase  all (but not less than all) of the  Non-Current
Products  owned by Harvey  as of the date of the Sale  Notice.  Such  repurchase
option shall be exercisable by BOA upon delivery of notice thereof to Lender and
Harvey (a "Notice of Exercise") at any time during the three business day period
commencing on the later to occur of (i) BOA's receipt of the Sale Notice or (ii)
if a Non-Current  Products Inventory List is not delivered with the Sale Notice,
BOA's receipt of such Non-Current  Products  Inventory List (such three business
day  period,  the  "Option  Period").  The Notice of  Exercise  shall  state the
purchase price which BOA is willing to pay for the Non-Current Products.  Within
three  business  days  after  receipt of the Notice of  Exercise,  Lender  shall
deliver  notice to BOA that Lender will either  accept or reject BOA's  proposed
purchase  price for the  Non-Current  Products.  If Lender fails to deliver such
notice,  it shall be deemed to have rejected BOA's proposed  purchase  price. If
BOA fails to deliver the Notice of Exercise as provided in this  paragraph  2(c)
or if Lender fails to accept BOA's proposed  purchase price for the  Non-Current
Products,  BOA shall have no  further  rights or  obligations  in respect of the
Non-Current  Products;  provided,  however,  that BOA shall still  purchase  the
Current Products in accordance with this paragraph 2.

     (d) If Lender  accepts BOA's proposed  purchase  price for the  Non-Current
Products as set forth in the Notice of Exercise, BOA agrees that upon receipt of
such acceptance from Lender,  BOA will purchase all of the Non-Current  Products
owned by  Harvey  as of the date of the Sale  Notice,  subject  to the terms and
conditions of this paragraph 2.

     (e)  Settlement of the  obligations of the parties hereto in respect of the
sale,  conveyance  and delivery of the  Purchased  Products,  and payment of the
Purchase Price, shall occur no later than three business days after the date BOA
delivers the Notice of Exercise to Lender and Harvey (the "Closing").

     (f) BOA's  obligation to pay the Purchase Price shall be  conditioned  upon
delivery of the Purchased  Products to BOA at the Premises free and clear of all
liens and  encumbrances.  To the extent that Harvey  retains the right to occupy
the  Premises,  Harvey  hereby  covenants  agrees that delivery of the Purchased
Products  shall occur at the Premises and shall  cooperate  with the parties and
use its best efforts to effect such delivery at the Premises.

     (g) At Closing, BOA shall pay the Purchase Price to Lender by wire transfer
in accordance with Lender's written  instructions which shall be provided to BOA
at least  one  business  day  prior to  Closing.  The cost of all  handling  and
shipping costs, if any, arising out of the repurchase of the Purchased  Products
by BOA  pursuant  to this  paragraph 2 shall be borne  solely by Harvey.  Harvey
hereby  waives any and all right to  payment in respect of the sale,  conveyance
and delivery of the Purchased  Products to BOA as provided in this  paragraph 2.
The parties hereto agree that the sale of the Purchased  Products  hereunder and
the method of  establishing  the  Purchase  Price  therefor are for all purposes
commercially reasonable.

     (h) To protect and preserve  BOA's rights under this  Agreement,  if Lender
issues a Sale Notice, Lender covenants and agrees that it shall take such action
as may be reasonably  necessary,  but only to the extent permitted by applicable
law,  to  effect  a  secured  party  sale of the  Purchased  Products  to BOA in
accordance with the terms and conditions  hereof,  and of the applicable  Credit
Documents and provisions of the Uniform  Commercial Code. All costs and expenses
incurred by Lender in connection therewith shall be paid by Harvey. Any sale and
conveyance to BOA by Harvey or by Lender  hereunder shall be "as is" and without
recourse to Lender or Harvey.

     (i) If  after  Harvey  or  Lender  issues a Sale  Notice,  BOA (i) does not
deliver a Notice of  Exercise  within the Option  Period;  or (ii) fails for any
reason,  including,  without  limitation,  failure of any of the  conditions set
forth in paragraph  2(f)  hereof,  to pay the  Purchase  Price at Closing,  then
Lender may, in its discretion,  exercise any and all of its rights  hereunder or
under  the  Credit  Documents  with  respect  to the  Products  without  further
obligation  to BOA.  Notwithstanding  the terms and  conditions  of the New York
Lease or the Greenwich  Sublease,  BOA shall cooperate with Lender and shall not
impair or interfere in any way with  Lender's  right to take  possession  of the
Products and any other collateral, and remove same from the Premises.

     (j) BOA hereby  consents to the sale of any  Products  or other  collateral
which Lender is entitled to take  possession  of as provided in  paragraph  2(i)
and/or paragraph 3 at any location,  including without limitation,  any store or
other location at which Harvey conducts business (excluding the Premises).

     3.  Possession of the Premises.  In no event shall Lender have the right to
take  possession  of the  Premises,  notwithstanding  anything  to the  contrary
contained in the Credit  Documents or any other agreement  between  Lender,  New
York Landlord and/or BOA; provided,  however, that if a default has occurred and
is continuing under any of the Credit Documents,  Lender shall have the right to
enter onto the Premises for a reasonable  period of time to take  possession  of
any Products (other than the Purchased  Products) or any other of its collateral
which may be located on the Premises, subject to the terms and conditions of the
New York Lease. Subject to Lender's right to enter onto the Premises as provided
in the immediately  preceding sentence and/or in paragraph 2(g) (if applicable),
Lender  acknowledges  that  BOA  shall  have the  sole  and  exclusive  right to
possession  of the Premises,  subject to the terms and  conditions of (i) in the
case of the New York Store,  the New York Lease and any other documents  between
New York  Landlord and BOA;  and (ii) in the case of the  Greenwich  Store,  the
lease between BOA and its landlord.

     4. Dealer Agreement Right of Repurchase.

     (a) Notwithstanding anything to the contrary contained in paragraph 16.C of
either  Dealer  Agreement,  BOA,  Harvey  and  Lender  hereby  agree that if BOA
exercises its right of repurchase under either such paragraph 16.C in accordance
with the terms thereof (the "Dealer  Agreement  Right of  Repurchase"),  (i) BOA
shall  provide  Lender with a copy of the demand that BOA is required to deliver
to Harvey pursuant to either such paragraph 16.C concurrent with the delivery of
such demand to Harvey and (ii) all sums  payable by BOA  pursuant to either such
paragraph 16.C shall be paid in accordance  with Lender's  written  instructions
therefor; provided, however, that if BOA shall at any time receive a Sale Notice
prior to  consummation  of the  transactions  contemplated  by the exercise of a
Dealer  Agreement Right of Repurchase,  the Dealer Agreement Right of Repurchase
shall  automatically  be null and void without any further act or  instrument of
any party hereto and the rights and obligations of the parties hereto in respect
of the  Products  shall be  governed  solely  and  exclusively  by the terms and
conditions of this Agreement.

     (b) BOA shall be entitled to conclusively rely on any written  instructions
delivered by Lender  pursuant to paragraph  4(a) of this  Agreement,  and Harvey
hereby releases BOA from, and agrees to hold BOA harmless in respect of, any and
all  liability,  claims,  losses,  damages,  costs  and/or  expenses  (including
attorneys'  fees and  disbursements)  resulting  from BOA's  reliance on, and/or
compliance with, said written instructions of Lender.

     5.  Lender'  Security  Interest.  BOA hereby  acknowledges  and consents to
Harvey's granting of the Security Interest to Lender.

     6. Notice of Amendment or  Termination.  Harvey shall give Lender notice of
any material  waiver,  amendment or other  modification  of either of the Dealer
Agreements  or of the  intention of Harvey to exercise its rights to terminate a
Dealer Agreement simultaneously with the giving of such notice to BOA.

     7. Status of Various  Agreements.  Harvey represents and warrants to Lender
and BOA that (i) no default or event of default  exists  under any of the Credit
Documents,  the Dealer Agreements,  the New York Lease or the Greenwich Sublease
and (ii) no event has occurred and no condition exists which, with the giving of
notice or lapse of time, or both, would constitute a default or event of default
under any of the Credit Documents, the Dealer Agreements,  the New York Lease or
the Greenwich Sublease.

     8. Notice of Default under Credit  Documents.  Harvey shall give BOA notice
if Harvey is at any time in default of any of its obligations under the New York
Lease  or any of the  Credit  Documents  and  Harvey  has  notice  from New York
Landlord  or  Lender,  as  applicable,  that New York  Landlord  or  Lender,  as
applicable,  intends to take  action to enforce  its rights  pursuant to the New
York Lease or any of the Credit Documents, as applicable.

     9. Method of Notice. Any notice, demand, or other communication required or
permitted  to be given by any  provision of this  Agreement  shall be in writing
addressed as follows:

         If to BOA:            Bang & Olufsen America, Inc.
                               780 West Dundee Road
                               Arlington Heights, Illinois 60004
                               Attention: President
                               Facsimile Number: (847) 255-7805

         With a copy to:       Mr. Jay A. Lipe and Mr. Michael F. Sexton
                               Rooks Pitts
                               10 South Wacker Drive
                               Suite 2300
                               Chicago, Illinois 60606
                               Facsimile: (312) 876-1155

         If to Lender:         Whitehall Retail Finance
                               45 Braintree Hill Office Park
                               Suite 303
                               Braintree, Massachusetts 02184
                               Attention: Christopher O'Connor
                               Facsimile: (781) 849-0140

         With copy to:         Choate, Hall & Stewart
                               Exchange Place
                               53 State Street
                               Boston, Massachusetts 02109
                               Attention: Peter M. Palladino, P.C.
                               Facsimile: (617) 248-4000

         If to Harvey:         Mr. Franklin Karp
                               Harvey Electronics, Inc.
                               205 Chubb Avenue
                               Lyndhurst, New Jersey 07071
                               Facsimile: (201) 842-0860

         With copy to:         Mr. Jeffrey A. Wurst
                               Ruskin Moscou Faltischek, P.C.
                               190 EAB Plaza
                               East Tower, 15th Floor
                               Uniondale, NY 11556
                               Facsimile: (516) 663-6735

Any such  notice,  demand  or other  communication  shall be deemed to have been
sufficiently  given or served for all purposes  upon:  (i) the actual receipt by
the  recipient,  if notice  is given by  personal  delivery  or any  method  not
described  below;  (ii) one  business day after  mailing,  if notice is given by
reputable overnight  commercial courier service;  (iii) five business days after
mailing,  if  notice  is given  by U.S.  mail,  postage  prepaid,  certified  or
registered,  return receipt requested; and (iv) when sent, if notice is given by
facsimile  and a  confirmation  copy of such  notice is  simultaneously  sent as
described in clauses (ii) or (iii) of this paragraph 9.

     10.  Governing Law. This Agreement  shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts  without reference
to choice of law or conflict of law principles.

     11. Amendments. This Agreement may be amended or modified only by a written
instrument executed by all of the parties hereto.

     12. No Reliance.

     (a) Each of Lender,  Harvey and BOA represents to the other that: (i) it is
entering into this  Agreement on its own account;  (ii) it is entering into this
Agreement in accordance  with all laws,  regulations  and statutes  affecting or
otherwise  applicable to it; (iii) it has reviewed and approved  this  Agreement
and all of its agreements with any of the parties hereto; (iv) it has previously
entered into similar  agreements  and made  agreements  of the type and kind and
nature  of those  set  forth in any of its  agreements  with any of the  parties
hereto;  and (v) it is aware of and able to bear the economic  risks involved in
entering into this Agreement and its  agreements  with any of the parties hereto
and does not foresee the occurrence of any event which would alter said ability.

     (b) Each of Lender and BOA  represent  to the other  that:  (i) it has been
given adequate  opportunity to review,  and has reviewed all financial and other
data and  information  relating to Harvey as it deems necessary for it to make a
determination  to enter into this  arrangement;  (ii) it has not relied upon the
credit judgment or analysis of the other concerning Harvey and has independently
reached its own  decision,  based upon its own  assessment  and  analysis of the
financial  condition  and affairs of Harvey;  and (iii) agrees that,  on a going
forward basis, it will not rely on the credit  judgment of the other  concerning
Harvey  and  will  continue  to  make  its own  decisions,  based  upon  its own
assessment  and analysis of the  financial  condition and affairs of Harvey when
determining  whether to take or not to take any discretionary  action under this
Agreement or any of its agreements with Harvey.

     (c) Under no circumstances  shall Lender have any obligation to provide BOA
with any  notice  of any  default  of  Harvey  under  the  Credit  Documents  or
otherwise.

                            [SIGNATURE PAGE FOLLOWS.]


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.

                         BANG & OLUFSEN AMERICA, INC.


                         By:______________________________
                              Name:________________________
                              Title:_________________________



                         HARVEY ELECTRONICS, INC.


                         By:______________________________
                              Joseph J. Calabrese
                              Executive Vice President and Chief
                              Financial Officer



                         WHITEHALL RETAIL FINANCE, a division of
                         Whitehall Business Credit Corporation


                         By:______________________________
                              Brian T. Kennedy
                              Vice President




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