Lazard Group LLC $400,000,000 3.750% Senior Notes Due 2025 Underwriting Agreement (this “Agreement”)Underwriting Agreement • February 13th, 2015 • Lazard Group LLC • 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”) $400 million aggregate principal amount of its Senior Notes due 2025 (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 February 13, 2015 (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 t
RECITALSThird Supplemental Indenture • December 19th, 2005 • Lazard Group LLC • Finance services • New York
EXHIBIT 2.01 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "AGREEMENT"), dated as of December 19, 2005, is made by and between Lazard Group LLC, a Delaware limited liability company ("LAZARD GROUP"), and Lazard Group Finance...Agreement and Plan of Merger • December 19th, 2005 • Lazard Group LLC • Finance services • Delaware
LAZARD GROUP LLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2007 • Lazard Group LLC • Investment advice • New York
Lazard Group LLC, a limited liability company organized under the laws of Delaware (the “Company”), proposes to issue and sell to those certain purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representatives, its 6.85% Senior Notes due 2017 (the “Securities”), upon the terms set forth in the Purchase Agreement between the Company and the Initial Purchasers dated June 18, 2007 (the “Purchase Agreement”) relating to the initial placement (the “Initial Placement”) of the Securities. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows:
AMENDED AND RESTATED AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSWaiver and General Release • April 3rd, 2019 • Lazard Group LLC • 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 Ashish Bhutani (the “Executive”).
SECOND AMENDMENT TO AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSTo Agreement • May 1st, 2013 • Lazard Group LLC • 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 Ashish Bhutani (the “Executive”), dated as of March 15, 2005, and amended as of August 2, 2011 (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 Group LLC • 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 • August 6th, 2010 • Lazard Group LLC • 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 Group LLC • 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 27th, 2016 • Lazard Group LLC • Investment advice • New York
AMENDED AND RESTATED AGREEMENT, dated as of March 9, 2016 (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 Matthieu Bucaille (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 Group LLC • 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 1st, 2010 • Lazard Group LLC • Investment advice • New York
AGREEMENT, dated as of March 18, 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 Kenneth M. Jacobs (the “Executive”).
AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSAgreement • May 4th, 2021 • Lazard Group LLC • Investment advice • New York
AGREEMENT, dated as of February 25, 2021 (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 respective predecessors and successors, the “Firm”), and Peter R. Orszag (the “Executive”).
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 Group LLC • 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 Group LLC • 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
LAZARD LLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2005 • Lazard Group LLC • New York
Lazard LLC, a limited liability company organized under the laws of Delaware (the “Company”), proposes to issue and sell to those certain purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, its 7.125% Senior Notes due 2015 (the “Securities”), upon the terms set forth in the Purchase Agreement between the Company and the Initial Purchasers dated May 4, 2005 (the “Purchase Agreement”) relating to the initial placement (the “Initial Placement”) of the Securities. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows:
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 Group LLC • 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 Group LLC • 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.
FIRST AMENDMENT TO AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSTo Agreement • August 4th, 2011 • Lazard Group LLC • 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 Group LLC • 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 Group LLC • 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 Group LLC • 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 Group LLC • 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 Group LLC • 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 Group LLC • 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 Group LLC • 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 Group LLC • 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”).
FIRST AMENDMENT TO AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSTo Agreement • April 4th, 2011 • Lazard Group LLC • Investment advice
First Amendment (the “First Amendment”), dated as of April 1, 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 Matthieu Bucaille (formerly known as the “Working Partner” and from and after the date hereof as the “Executive”), dated as of October 4, 2004 (the “Agreement”); and
AMENDMENT NO. 1 TO THE MASTER SEPARATION AGREEMENTMaster Separation Agreement • November 7th, 2006 • Lazard Group LLC • 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”).
AMENDED AND RESTATED OPERATING AGREEMENT OF LAZARD GROUP LLC Dated as of October 26, 2015Operating Agreement • October 28th, 2015 • Lazard Group LLC • Investment advice • Delaware
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 October 26, 2015.
ContractThird Supplemental Indenture • May 16th, 2008 • Lazard Group LLC • Investment advice • New York
AMENDED AND RESTATED THIRD SUPPLEMENTAL INDENTURE (this “Amended and Restated Third Supplemental Indenture”), dated as of May 15, 2008, is entered into by and between Lazard Group LLC (the “Company”), a Delaware Limited Liability company, and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”).
RESTRICTED LAZARD FUND INTEREST AGREEMENTRestricted Lazard Fund Interest Agreement • May 1st, 2013 • Lazard Group LLC • 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) below), and [NAME] (the “Employee”).
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • November 7th, 2006 • Lazard Group LLC • Finance services • Delaware
This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (including Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of November 6, 2006, by and among LAZ-MD Holdings LLC, a Delaware limited liability corporation (“LAZ-MD”), the individuals listed on the signature page hereto, and, solely for the purposes of Articles I, II, IV and V hereto, Lazard Ltd, an exempted Bermuda limited company (“Lazard Ltd”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF LAZARD GROUP LLCOperating Agreement • October 28th, 2016 • Lazard Group LLC • Investment advice • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Operating Agreement of Lazard Group LLC, a Delaware limited liability company, dated as of October 26, 2015 (such agreement, the “Amended and Restated Operating Agreement”), is entered into as of October 27, 2016.
FOURTH AMENDMENT TO LEASELease • April 29th, 2011 • Lazard Group LLC • Investment advice • New York
