EXHIBIT 1.1 LAZARD LTD CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2006 • Lazard LTD • Finance services • New York
Lazard Group LLC $300,000,000 3.625% Senior Notes Due 2027 Underwriting Agreement (this “Agreement”)Underwriting Agreement • November 7th, 2016 • Lazard LTD • Investment advice • New York
Lazard Group LLC, a limited liability company organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) $300 million aggregate principal amount of its Senior Notes due 2027 (the “Notes”). Citigroup Global Markets Inc. and Goldman, Sachs & Co. are acting as the representatives (the “Representatives”) of the Underwriters in connection with the offering and sale of the Notes. The Notes are to be issued under an indenture, dated as of May 10, 2005 (the “Indenture”), between the Company and The Bank of New York, as trustee, as supplemented by a supplemental indenture, to be dated as of November 4, 2016 (the “Supplemental Indenture”), between the Company and the Bank of New York Mellon, as trustee (the “Trustee”). In the event only one underwriter is listed in Schedule I hereto, any references in this Agreement to the “Underwriters” shall be deemed to
AMENDED AND RESTATED AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSWaiver and General Release • April 6th, 2022 • Lazard LTD • Investment advice • New York
AMENDED AND RESTATED AGREEMENT, dated as of March 31, 2022 (this “Agreement”), by and among Lazard Ltd, a company incorporated under the laws of Bermuda (“Lazard”), Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard and Lazard Group, and its and their predecessors and successors, the “Firm”), and Peter R. Orszag (the “Executive”).
SECOND AMENDMENT TO AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSTo Agreement • May 1st, 2013 • Lazard LTD • Investment advice
Second Amendment (the “Second Amendment”), dated as of March 14, 2013 (the “Effective Date”), to Agreement Relating to Retention and Noncompetition and Other Covenants by and among Lazard Ltd, a company incorporated under the Laws of Bermuda (“PubliCo”), Lazard Group LLC, a Delaware limited liability company and successor to Lazard LLC (“Lazard”), on its behalf and on behalf of their subsidiaries and affiliates (collectively with PubliCo, Lazard and its and their predecessors and successors, the “Firm”), and Alexander F. Stern (the “Executive”), dated as of October 4, 2004, and amended on March 23, 2010 (as amended, this “Agreement”); and
AMENDED AND RESTATED CREDIT AGREEMENT among LAZARD GROUP LLC, as Borrower, The Several Banks from Time to Time Party Hereto, and CITIBANK, N.A., as Administrative Agent Dated as of July 22, 2020 CITIBANK, N.A., as Lead Arranger and BookrunnerCredit Agreement • August 4th, 2020 • Lazard LTD • Investment advice • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 22, 2020, among LAZARD GROUP LLC, a Delaware limited liability company (the “Company”), the several Banks, financial institutions or other entities from time to time party hereto, and CITIBANK, N.A., a national banking association (“Citibank”), as administrative agent for the Banks hereunder.
Underwriting AgreementUnderwriting Agreement • November 5th, 2010 • Lazard LTD • Investment advice
The shareholders of Lazard Ltd, a company incorporated under the laws of Bermuda (the “Company”), named in Schedule II hereto (the “Selling Shareholders”), propose to enter into a Pricing Agreement (the “Pricing Agreement”) in the form of Annex V hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate number of shares identified in such Pricing Agreement (the “Shares”) of Class A common stock, par value $0.01 per share (“Stock”), of the Company. In the event only one underwriter is listed in Schedule I hereto, any references in this Agreement to the “Underwriters” and the “Representatives” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule I.
PROFITS INTEREST PARTICIPATION RIGHT UNIT AGREEMENTProfits Interest Participation Right Unit Agreement • May 2nd, 2023 • Lazard LTD • Investment advice • New York
THIS AGREEMENT, dated as of [●] by, and among Lazard Ltd, a Bermuda exempted company (the “Company”), Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), and [●] (the “Member”).
AMENDED AND RESTATED AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSRetention And • April 3rd, 2019 • Lazard LTD • Investment advice • New York
AMENDED AND RESTATED AGREEMENT, dated as of March 29, 2019 (this “Agreement”), by and among Lazard Ltd, a company incorporated under the laws of Bermuda (“Lazard”), Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard and Lazard Group, and its and their predecessors and successors, the “Firm”), and Kenneth M. Jacobs (the “Executive”).
This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. PERFORMANCE-BASED STOCK UNIT AGREEMENTPerformance-Based Stock Unit Agreement • May 6th, 2014 • Lazard LTD • Investment advice • New York
THIS AGREEMENT, dated as of February 20, 2014, between Lazard Ltd, a Bermuda exempted company (the “Company”), on behalf of its applicable Affiliate (as defined under the definitional rules of Section 1(a) below), and [NAME] (the “Employee”).
AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSAgreement • March 2nd, 2009 • Lazard LTD • Investment advice • New York
AGREEMENT, dated as of October 4, 2004 (this “Agreement”), by and between Lazard LLC, a Delaware limited liability company (“Lazard”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, and its and their predecessors and successors, the “Firm”), and the individual named on Schedule I (the “Executive”).
AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSAgreement • August 25th, 2023 • Lazard LTD • Investment advice • New York
AGREEMENT, dated as of August 23, 2023 (this “Agreement”), by and among Lazard Ltd, a company incorporated under the laws of Bermuda (“Lazard”), Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard and Lazard Group, and its and their predecessors and successors, the “Firm”), and Mary Ann Betsch (the “Executive”).
MASTER SEPARATION AGREEMENT by and among LAZARD LTD, LAZARD LLC, LAZ-MD HOLDINGS LLC and LFCM HOLDINGS LLC Dated as of May 10, 2005Master Separation Agreement • June 16th, 2005 • Lazard LTD • Finance services • Delaware
This MASTER SEPARATION AGREEMENT (including the schedules hereto, this “Agreement”), dated as of May 10, 2005, by and among Lazard Ltd, a Bermuda exempted company (“Lazard Ltd”), Lazard LLC, a Delaware limited liability company that will be renamed “Lazard Group LLC” (“Lazard Group”), LAZ-MD Holdings LLC, a Delaware limited liability company (formerly known as LF Holdings LLC) (“LAZ-MD”), and LFCM Holdings LLC, a Delaware limited liability company and currently a wholly owned subsidiary of Lazard Group (“LFCM,” and together with Lazard Ltd, Lazard Group and LAZ-MD, the “Parties” and each a “Party”).
Exhibit A This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. STOCK UNIT AGREEMENTStock Unit Agreement • February 1st, 2008 • Lazard LTD • Investment advice • New York
THIS AGREEMENT, dated as of January 29, 2008, between Lazard Ltd, a Bermuda exempted company (the “Company”), on behalf of its applicable Affiliate (as defined under the definitional rules of Section 1(a) below), and Bruce Wasserstein (the “Employee”).
FIRST AMENDMENT TO AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSLazard LTD • March 23rd, 2010 • Investment advice
First Amendment (the “First Amendment”), dated as of March 23, 2010 (the “Effective Date”), to Agreement Relating to Retention and Noncompetition and Other Covenants by and between Lazard Group LLC, a Delaware limited liability company, and successor to Lazard LLC (“Lazard”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, and its and their predecessors and successors, the “Firm”), and Alexander F. Stern (the “Executive”), dated as of October 4, 2004 (the “Agreement”); and
FORM OF AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSForm of Agreement • June 16th, 2005 • Lazard LTD • Finance services • New York
AGREEMENT, dated as of May 4, 2005 (this “Agreement”), by and between Lazard LLC, a Delaware limited liability company (“Lazard”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, and its and their predecessors and successors, the “Firm”), and the individual named on Schedule I (the “Executive”).
ADMINISTRATIVE SERVICES AGREEMENT by and among LAZ-MD HOLDINGS LLC, LFCM HOLDINGS LLC and LAZARD GROUP LLCAdministrative Services Agreement • June 16th, 2005 • Lazard LTD • Finance services • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT, dated as of May 10, 2005 (this “Services Agreement”), is by and among LAZ-MD Holdings LLC, a Delaware limited liability company (“LAZ-MD Holdings”), LFCM Holdings LLC, a Delaware limited liability company (“LFCM Holdings”), and Lazard Group LLC, a Delaware limited liability company (“Lazard Group”). Each of LAZ-MD Holdings, LFCM Holdings and Lazard Group is sometimes hereinafter referred to as a “Party” and collectively are referred to as the “Parties.”
OPERATING AGREEMENT OF LAZARD GROUP LLC Dated as of May 10, 2005Operating Agreement • June 16th, 2005 • Lazard LTD • Finance services • Delaware
OPERATING AGREEMENT (together with all exhibits, annexes and schedules hereto, this “Agreement”) of Lazard Group LLC (formerly known as Lazard LLC), a Delaware limited liability company (the “Company”), dated as of May 10, 2005.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • June 16th, 2005 • Lazard LTD • Finance services • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 10, 2005, by and among Ltd Sub A and Ltd Sub B, (each as defined herein) both wholly owned indirect subsidiaries of Lazard Ltd, a Bermuda company (“Lazard”) and LFCM Holdings LLC, a Delaware limited liability company (“LFCM”).
BUSINESS ALLIANCE AGREEMENT by and between LAZARD GROUP LLC and LFCM HOLDINGS LLC Dated as of May 10, 2005Business Alliance Agreement • June 16th, 2005 • Lazard LTD • Finance services • Delaware
This BUSINESS ALLIANCE AGREEMENT (this “Agreement”), dated as of May 10, 2005, is made and entered into by and between Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), and LFCM Holdings LLC, a Delaware limited liability company (“LFCM Holdings”). Lazard Group and LFCM Holdings are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement (as defined herein).
This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. STOCK UNIT AGREEMENTStock Unit Agreement • May 1st, 2013 • Lazard LTD • Investment advice • New York
THIS AGREEMENT, dated as of [DATE], between Lazard Ltd, a Bermuda exempted company (the “Company”), on behalf of its applicable Affiliate (as defined under the definitional rules of Section 1(a) below), and [NAME] (the “Employee”).
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF LAZARD GROUP LLC Dated as of March 31, 2023Operating Agreement • May 2nd, 2023 • Lazard LTD • Investment advice • Delaware
THIRD AMENDED AND RESTATED OPERATING AGREEMENT (together with all exhibits, annexes and schedules hereto, this “Agreement”) of Lazard Group LLC, a Delaware limited liability company (the “Company”), dated as of March 31, 2023.
ContractLease • February 11th, 2005 • Lazard LTD • Finance services • New York
Lease, dated January 27, 1994, between ROCKEFELLER CENTER PROPERTIES, a New York general partnership, having an office at 1230 Avenue of the Americas, New York, N.Y. 10020 (the “Landlord”), and LAZARD FRERES & CO., a New York limited partnership, having an office at 1 Rockefeller Plaza, New York, New York 10020 (the “Tenant”).
FIRST AMENDMENT TO AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSTo Agreement • August 4th, 2011 • Lazard LTD • Investment advice
First Amendment (the “First Amendment”), dated as of August 2, 2011 (the “Effective Date”), to Agreement Relating to Retention and Noncompetition and Other Covenants by and between Lazard Group LLC, a Delaware limited liability company, and successor to Lazard LLC (“Lazard”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, and its and their predecessors and successors, the “Firm”), and Ashish Bhutani (the “Executive”), dated as of March 15, 2005 (the “Agreement”); and
RESTRICTED LAZARD FUND INTEREST AGREEMENTRestricted Lazard Fund Interest Agreement • May 4th, 2021 • Lazard LTD • Investment advice • New York
THIS AGREEMENT, dated as of Date, between Lazard Group LLC, a Delaware limited liability company (the “Company”), on its behalf and on behalf of its applicable Affiliate (as defined under the definitional rules of Section 1(a)), and Employee Name (the “Employee”).
RESTRICTED LAZARD FUND INTEREST AGREEMENTRestricted Lazard Fund Interest Agreement • April 29th, 2011 • Lazard LTD • Investment advice • New York
THIS AGREEMENT, dated as of , between Lazard Group LLC, a Delaware limited liability company (the “Company”), on its behalf and on behalf of its applicable Affiliate (as defined under the definitional rules of Section 1(a) below), and (the “Employee”).
STOCK UNIT AGREEMENTStock Unit Agreement • May 2nd, 2023 • Lazard LTD • Investment advice • New York
THIS AGREEMENT, dated as of [●], between Lazard Ltd, a Bermuda exempted company (the “Company”), on behalf of its applicable Affiliate (as defined under the definitional rules of Section 1(a) below), and [●] (the “Employee”).
FIRST AMENDMENT (Credit Agreement)(Credit Agreement • May 11th, 2006 • Lazard LTD • Finance services • New York
FIRST AMENDMENT, dated as of March 28, 2006 (this “Amendment”), to the SENIOR REVOLVING CREDIT AGREEMENT, dated as of May 10, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among LAZARD GROUP LLC, a Delaware limited liability company (the “Company”), the Banks from time to time parties thereto, CITIBANK, N.A., a national banking association (“Citibank”), and THE BANK OF NEW YORK, New York Branch (“The Bank of New York”), and JPMORGAN CHASE BANK, N.A., a New York banking corporation as a Bank (in such capacity, “JPMorgan Chase Bank”, and together with Citibank and The Bank of New York, the “Banks”) and as Administrative Agent for the Banks thereunder (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 3 TO THE OPERATING AGREEMENT OF LAZARD GROUP LLCThe Operating Agreement • April 30th, 2010 • Lazard LTD • Investment advice • Delaware
This AMENDMENT NO. 3 (this “Amendment”) to the Operating Agreement of Lazard Group LLC, a Delaware limited liability company, dated as of May 10, 2005, as amended by Amendment No. 1 dated as of December 19, 2005 and by Amendment No. 2 dated as of May 7, 2008 (such agreement, as so amended, the “Operating Agreement”), is entered into as of April 27, 2010.
AMENDMENT NO. 3Lazard LTD • May 3rd, 2012 • Investment advice • New York
AMENDMENT NO. 3 (this “Amendment”) dated as of March 31, 2012 among LAZARD GROUP LLC (the “Company”), the Banks executing this Amendment, each of which is a party to the Credit Agreement referred to below, and Citibank, N.A., as Administrative Agent (the “Administrative Agent”).
AMENDMENT NO. 2Lazard LTD • February 28th, 2011 • Investment advice • New York
AMENDMENT NO. 2 (this “Amendment”) dated as of December 17, 2010 among LAZARD GROUP LLC (the “Company”), the Banks executing this Amendment, each of which is a party to the Credit Agreement referred to below, and Citibank, N.A., as Administrative Agent (the “Administrative Agent”).
STOCK UNIT AND RESTRICTED STOCK AGREEMENT among LAZARD LTD and Dated as ofStock Unit Agreement and Restricted Stock Agreement • May 3rd, 2012 • Lazard LTD • Investment advice • New York
STOCK UNIT AGREEMENT AND RESTRICTED STOCK AGREEMENT dated as of , between Lazard Ltd, a Bermuda exempted company (the “Company”), on behalf of its applicable Affiliate (as defined under the definitional rules of Section 1.01(a) below), and (the “Employee”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • October 28th, 2015 • Lazard LTD • Investment advice • New York
This SECOND AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 26, 2015, by and among Ltd Sub A and Ltd Sub B (each as defined herein), both wholly owned indirect subsidiaries of Lazard Ltd, a Bermuda company (“Lazard”), and LTBP Trust, a Delaware statutory trust (the “Trust”).
LAZARD LLC May 10, 2005Letter Agreement • June 16th, 2005 • Lazard LTD • Finance services • New York
FIRST AMENDMENT TO AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSTo Agreement • March 23rd, 2010 • Lazard LTD • Investment advice
First Amendment (the “First Amendment”), dated as of March 23, 2010 (the “Effective Date”), to Agreement Relating to Retention and Noncompetition and Other Covenants by and between Lazard Group LLC, a Delaware limited liability company, and successor to Lazard LLC (“Lazard”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, and its and their predecessors and successors, the “Firm”), and Kenneth M. Jacobs (the “Executive”), dated as of March 18, 2005 (the “Agreement”); and
AMENDMENT NO. 1 TO THE MASTER SEPARATION AGREEMENTMaster Separation Agreement • November 7th, 2006 • Lazard LTD • Finance services • Delaware
THIS AMENDMENT NO. 1 TO THE MASTER SEPARATION AGREEMENT (this “Amendment”), dated as of November 6, 2006, is among Lazard Ltd, a Bermuda exempted company (“Lazard Ltd”), Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), and LAZ-MD Holdings LLC, a Delaware limited liability company (“LAZ-MD”).
