FORM OF MASTER SEPARATION AGREEMENT by and among LAZARD LTD, LAZARD LLC, LAZ-MD HOLDINGS LLC and LFCM HOLDINGS LLC Dated as of , 2005Master Separation Agreement • March 21st, 2005 • Lazard LTD • Finance services • Delaware
This MASTER SEPARATION AGREEMENT (this “Agreement”), dated as of , 2005, by and among Lazard Ltd, a Bermuda limited 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”).
FORM OF OPERATING AGREEMENT OF LAZARD GROUP LLC Dated as of , 2005Operating Agreement • March 21st, 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 , 2005.
FORM OF BUSINESS ALLIANCE AGREEMENT by and between LAZARD GROUP LLC and LFCM HOLDINGS LLC Dated as of , 2005Business Alliance Agreement • March 21st, 2005 • Lazard LTD • Finance services • Delaware
This BUSINESS ALLIANCE AGREEMENT (this “Agreement”), dated as of , 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).
FORM OF ADMINISTRATIVE SERVICES AGREEMENT by and among LAZ-MD HOLDINGS LLC, LFCM HOLDINGS LLC and LAZARD GROUP LLCAdministrative Services Agreement • March 21st, 2005 • Lazard LTD • Finance services • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT, dated as of , 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.”
FORM OF INSURANCE MATTERS AGREEMENTInsurance Matters Agreement • March 21st, 2005 • Lazard LTD • Finance services • Delaware
This INSURANCE MATTERS AGREEMENT (this “Agreement”), dated as of , 2005, by and between Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), and LFCM Holdings LLC, a Delaware limited liability company (“LFCM,” and together with Lazard Group, the “Parties” and each a “Party”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2005 • Lazard LTD • Finance services • New York
Registration Rights Agreement, dated as of (this “Agreement”), by and among Lazard Group Finance LLC, a Delaware limited liability company (the “Issuer”), Lazard Ltd, an exempted company organized under the laws of Bermuda (“PubliCo”), Lazard LLC, a Delaware limited liability company (the “Company”) and IXIS-Corporate & Investment Bank, an entity organized under the laws of France (the “Investor”).
FORM OF STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 21st, 2005 • Lazard LTD • Finance services • Delaware
This 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 , 2005, 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”).
LAZARD LLC New York, New York 10020 LAZARD LTD New York, New York 10020 Ladies and Gentlemen:Lazard LTD • March 21st, 2005 • Finance services
FORM OF LICENSE AGREEMENTLicense Agreement • March 21st, 2005 • Lazard LTD • Finance services • Delaware
WHEREAS, pursuant to that certain Second Amended and Restated Coordination and Service Agreement, dated as of January 1, 2002, by and among Lazard LLC, a Delaware limited liability company and parent company of Licensors that will be renamed “Lazard Group LLC” (“Lazard Group”), and the other parties thereto (as amended from time to time, the “Coordination Agreement”), Licensors are the owners of the trade name and service mark “LAZARD”, “LF” and [“Capital Partners”] (collectively, the “Licensed Marks”) in their respective Relevant Territories (as defined in the Coordination Agreement); and
