EXHIBIT 3.01
AMENDMENT NO. 1
TO
THE OPERATING AGREEMENT
OF
LAZARD GROUP LLC
This AMENDMENT NO. 1 to the Operating Agreement of Lazard
Group LLC ("Lazard" or the "Company"), dated as of May 10, 2005 (the "Lazard
Agreement"), is entered into as of December 19, 2005 (this "Amendment").
WHEREAS, the Lazard Board, the Managing Member, the Lazard Ltd
Board and the Lazard Ltd Nominating Committee (each as defined in the Lazard
Agreement) have determined that the Lazard Agreement should be amended as set
forth below and each has approved this Amendment, with this Amendment to be
effective simultaneously with, and conditioned upon, the consummation of the
merger of Lazard Group Finance LLC, a Delaware limited liability company
("LAZARD GROUP FINANCE"), with and into Lazard (the "MERGER"), pursuant to the
Agreement and Plan of Merger, dated as of December 19, 2005, by and between the
Company and Lazard Group Finance.
NOW, THEREFORE, it is hereby agreed as follows:
1. AMENDMENTS.
(a) Section 4.02 of the Lazard Agreement is hereby
deleted and replaced in its entirety with the following:
"SECTION 4.02. MANAGING MEMBER. The Company shall have one or
two managing members (each, a "MANAGING MEMBER"), who shall have the
rights, powers, duties and obligations set forth in this Agreement and
no other rights, powers, duties or obligations. A Managing Member shall
be a member of the Company that does not hold an Interest in its
capacity as a Managing Member. SCHEDULE 4.01 sets forth the name and
address of each Managing Member. SCHEDULE 4.01 shall be amended
pursuant to Section 1.03 to reflect any change in the identity or
address of each Managing Member in accordance with this Agreement. A
Managing Member shall not be allocated, distributed or entitled to
receive any interest in the profits, losses, assets or capital of the
Company by reason of being designated as a Managing Member.
In the event there shall be two Managing Members: (a) each
Managing Member shall be entitled to 50% of the voting power with
respect to any action to be taken by the Managing Members hereunder,
such that each action of the Managing Members shall require the consent
of both Managing Members, (b) each reference to the Managing Member in
this Agreement shall be deemed to refer to both Managing Members unless
the context otherwise requires, and (c) each reference to a consent,
authorization, approval or other action of the Managing Member shall be
deemed to refer to the consent, authorization, approval or other
action of the Managing Members (taken in accordance with clause (a) of
this sentence)."
(b) Section 4.04(d) of the Lazard Agreement is hereby
deleted and replaced in its entirety with the following:
"(d) MANAGING MEMBER. Lazard Ltd Sub A and Lazard Ltd Sub B
are hereby automatically admitted to the Company as the Managing
Members, effective upon the effectiveness of the merger of FinanceCo
with and into the Company. Notwithstanding anything in this Agreement
to the contrary, a Managing Member may resign from the Company for any
reason (with or without cause); PROVIDED, that, as a condition to such
resignation, (1) such resigning Managing Member shall first appoint
another person as a new Managing Member and (2) such person shall be
admitted to the Company as a new Managing Member (upon the execution
and delivery of an agreement to be bound by the terms of this
Agreement); PROVIDED FURTHER that in the event that the resigning
Managing Member shall be the sole Managing Member and such resigning
Managing Member elects to appoint two other persons as Managing
Members, as a condition to such resignation, (1) such resigning
Managing Member shall first appoint two other persons as new Managing
Members and (2) each such person shall be admitted to the Company as a
new Managing Member (upon the execution and delivery of an agreement to
be bound by the terms of this Agreement). Such admission shall be
deemed effective immediately prior to the resignation, and, immediately
following such admission, the resigning Managing Member shall cease to
be a member of the Company (but, if applicable, shall otherwise remain
a Member with respect to its Interests). In the event that there shall
be two Managing Members, the resigning Managing Member may, in lieu of
appointing a new Managing Member in accordance with this Section
4.04(d), designate the remaining Managing Member as the sole Managing
Member.
(c) Attached is SCHEDULE 4.01, as amended to reflect the
foregoing provisions.
2. BINDING EFFECT. This Amendment shall be binding upon, and
shall inure to the benefit of, the parties hereto and all other parties to the
Lazard Agreement and their respective successors and assigns.
3. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
4. INVALIDITY OF PROVISIONS. If any provision of this Amendment
is declared or found to be illegal, unenforceable or void, in whole or in part,
then the parties shall be relieved of all obligations arising under such
provision, but only to extent that it is illegal, unenforceable or void, it
being the intent and agreement of the parties that this Amendment shall be
deemed amended by modifying such provision to the extent necessary to make it
legal and enforceable while preserving its intent or, if that is not
possible, by substituting therefor another provision that is legal and
enforceable and achieves the same objectives, and the validity or enforceability
of any other provision hereof shall not be affected thereby.
5. AGREEMENT IN EFFECT. Except as hereby amended, the Lazard
Agreement shall remain in full force and effect.
6. GOVERNING LAW. This Amendment shall be governed by, and
interpreted in accordance with, the laws of the State of Delaware, all rights
and remedies being governed by such laws without regard to principles of
conflicts of laws.
IN WITNESS WHEREOF, the undersigned, acting pursuant to the
resolutions of the Lazard Board adopted on December 15, 2005, the resolutions of
the Managing Member adopted on December 15, 2005, and Section 10.10 of the
Lazard Agreement, has duly executed this Amendment on behalf of all Members as
of the date first above written, effective simultaneously with, and conditioned
upon, the consummation of the Merger.
/s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Titel: Managing Director &
Chief Financial Officer
