AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSAgreement • 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 Steven J. Golub (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”).
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.
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).
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.”
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”).
LAZARD LLC May 10, 2005Letter Agreement • June 16th, 2005 • Lazard LTD • Finance services • New York
PURCHASE CONTRACT AGREEMENT between LAZARD LTD and THE BANK OF NEW YORK, As Purchase Contract Agent Dated as of May 10, 2005Purchase Contract Agreement • June 16th, 2005 • Lazard LTD • Finance services • New York
PURCHASE CONTRACT AGREEMENT dated as of May 10, 2005, between Lazard Ltd, an exempted Bermuda limited company (the “Company”), and The Bank of New York, a New York banking corporation, not individually but solely as purchase contract agent and attorney-in-fact for the holders from time to time of the units described herein.
INSURANCE MATTERS AGREEMENTInsurance Matters Agreement • June 16th, 2005 • Lazard LTD • Finance services • Delaware
This INSURANCE MATTERS AGREEMENT (this “Agreement”), dated as of May 10, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2005 • Lazard LTD • Finance services • New York
Registration Rights Agreement, dated as of May 10, 2005 (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”).
LICENSE AGREEMENTLicense Agreement • June 16th, 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 “Corporate Partners” (collectively, the “Licensed Marks”) in their respective Relevant Territories (as defined in the Coordination Agreement); and
PLEDGE AGREEMENT among LAZARD GROUP FINANCE LLC, THE BANK OF NEW YORK, as Collateral Agent, Custodial Agent and Securities Intermediary and THE BANK OF NEW YORK, as Trustee Dated as of May 10, 2005Pledge Agreement • June 16th, 2005 • Lazard LTD • Finance services • New York
PLEDGE AGREEMENT, dated as of May 10, 2005, among Lazard Group Finance LLC, a Delaware limited liability company (the “Company”), The Bank of New York, not individually but solely as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”) and as “securities intermediary” as defined in Section 8-102(a)(14) of the Code (as defined herein) (in such capacity, together with its successors in such capacity, the “Securities Intermediary”), and The Bank of New York, a New York banking corporation, not individually but solely as trustee and as attorney-in-fact of the holder of the senior notes of the Company described herein (in such capacity, together with its successors in such capacity, the “Trustee”) under the Notes Indenture (as defined herein).
PLEDGE AGREEMENT between LAZARD LTD THE BANK OF NEW YORK, as Collateral Agent, Custodial Agent and Securities Intermediary and THE BANK OF NEW YORK, as Purchase Contract Agent Dated as of May 10, 2005Pledge Agreement • June 16th, 2005 • Lazard LTD • Finance services • New York
PLEDGE AGREEMENT, dated as of May 10, 2005, among Lazard Ltd, an exempted Bermuda limited company (the “Company”), The Bank of New York, a New York banking corporation, not individually but solely as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”) and as “securities intermediary” as defined in Section 8-102(a)(14) of the Code (as defined herein) (in such capacity, together with its successors in such capacity, the “Securities Intermediary”), and The Bank of New York, a New York banking corporation, not individually but solely as purchase contract agent and as attorney-in-fact of the holders from time to time of the units described herein (in such capacity, together with its successors in such capacity, the “Purchase Contract Agent”) under the Purchase Contract Agreement (as defined herein).
AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSAgreement • June 16th, 2005 • Lazard LTD • Finance services • New York
AGREEMENT by and among Lazard Ltd, a company incorporated under the laws of Bermuda (the “Company”), Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), and Bruce Wasserstein (the “Executive”), dated as of the 4th day of May, 2005.
AGREEMENT RELATING TO REORGANIZATION OF LAZARDAgreement • June 16th, 2005 • Lazard LTD • Finance services • New York
AGREEMENT, dated as of May 10, 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 Bruce Wasserstein (the “Executive”).
SENIOR REVOLVING CREDIT AGREEMENT among LAZARD GROUP LLC, JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., THE BANK OF NEW YORK AND JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 10, 2005Senior Revolving Credit Agreement • June 16th, 2005 • Lazard LTD • Finance services • New York
SENIOR REVOLVING CREDIT AGREEMENT, dated as of May 10, 2005, among LAZARD GROUP LLC, a Delaware limited liability company (the “Company”), the Banks from time to time parties hereto, 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 as Administrative Agent for the Banks hereunder (in such capacity, the “Administrative Agent”).
EMPLOYEE BENEFITS AGREEMENT by and among LAZARD LTD, LAZARD GROUP LLC, LAZ-MD HOLDINGS LLC AND LFCM HOLDINGS LLC DATED AS OF May 10, 2005Employee Benefits Agreement • June 16th, 2005 • Lazard LTD • Finance services
This EMPLOYEE BENEFITS AGREEMENT (this “Agreement”), dated as of May 10, 2005 is by and between Lazard Ltd, a Bermuda limited company (“Lazard Ltd”), Lazard LLC, a Delaware limited liability company and currently a wholly owned subsidiary of LAZ-MD (as defined below) 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”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof or assigned to them in the Separation Agreement (as defined below), as applicable.
