LIMITED LIABILITY COMPANY AGREEMENT OF LAZARD GROUP FINANCE LLCLimited Liability Company Agreement • June 16th, 2005 • Lazard Group Finance LLC • Delaware
Whereas, on January 27, 2005, a Certificate of Formation for Lazard Group Finance LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), was filed with the office of the Secretary of State of the State of Delaware; and
PURCHASE CONTRACT AGREEMENT between LAZARD LTD and The Bank of New York, As Purchase Contract Agent Dated as of , 2005Purchase Contract Agreement • April 18th, 2005 • Lazard Group Finance LLC • Finance services • New York
PURCHASE CONTRACT AGREEMENT dated as of , 2005, between Lazard Ltd, an exempted Bermuda limited company (the “Company”), and The Bank of New York, a New York banking association, not individually but solely as purchase contract agent and attorney-in-fact for the holders from time to time of the units described herein.
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 , 2005Pledge Agreement • April 18th, 2005 • Lazard Group Finance LLC • Finance services • New York
PLEDGE AGREEMENT, dated as of , 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 association, 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 , 2005Pledge Agreement • April 18th, 2005 • Lazard Group Finance LLC • Finance services • New York
PLEDGE AGREEMENT, dated as of , 2005, among Lazard Ltd, an exempted Bermuda limited 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 association, 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).
Underwriting AgreementUnderwriting Agreement • April 18th, 2005 • Lazard Group Finance LLC • Finance services • New York
Lazard Ltd, a company incorporated under the laws of Bermuda (the “Company”) proposes, subject to the terms and conditions stated herein, to enter into the Purchase Contracts (the “Purchase Contracts”) with you on behalf of the Underwriters named in Schedule I hereto (the “Underwriters”). The Purchase Contracts are evidenced by the Unit Certificates and are referred to in the Purchase Contract Agreement, to be dated as , 2005 (the “Purchase Contract Agreement”), between the Company and The Bank of New York, as Purchase Contract Agent (the “Purchase Contract Agent”), underlying an aggregate of Equity Security Units with a stated amount of $25 (the “Firm Units”). In connection therewith, the Company and its affiliate, Lazard Group Finance LLC, a Delaware corporation (“Lazard Group Finance”), propose, subject to the terms and conditions stated herein, that Lazard Group Finance issue and sell to the Underwriters an aggregate of $ of % senior notes (the “Notes”). The Notes will be issued pu
