Pricing Agreement
Exhibit
1.2
Xxxxxxx,
Xxxxx & Co.,
As
representative of the several Underwriters
named in
Schedule I hereto,
c/o
Goldman, Sachs & Co.,
00 Xxxxx
Xxxxxx,
Xxx Xxxx,
Xxx Xxxx 00000.
September
3, 2008
Ladies
and Gentlemen:
The
shareholders of Lazard Ltd, a company incorporated under the laws of Bermuda
(the “Company”), named in Schedule II hereto (the “Selling Shareholders”)
propose, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated September 2, 2008 (the “Underwriting Agreement”),
among the Company, the Selling Shareholders, Lazard Group LLC, a Delaware
limited liability company, and the Underwriters named in Schedule I hereto (the
“Underwriters”), to sell to the Underwriters an aggregate of 6,442,721 Firm
Shares and, at the election of the Underwriters, up to 715,858 Optional Shares
as specified in Schedule II hereto.
Each of
the provisions of the Underwriting Agreement is incorporated herein by reference
in its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Sections 1 and 2
of the Underwriting Agreement shall be deemed to be a representation or warranty
as of the date of the Underwriting Agreement in relation to the Prospectus (as
therein defined), and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Prospectus as amended or supplemented
relating to the Shares which are the subject of this Pricing Agreement and that
the representations and warranties set forth in Sections 1(c), (f), (g), (i),
(q), (r) and (t) in the Underwriting Agreement that are in the future tense
shall be deemed to be made in the past or present tense, as applicable, when
such provisions are incorporated herein by reference. Each reference
to the Representative herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to you. Unless
otherwise defined herein, terms defined in the Underwriting Agreement are used
herein as therein defined.
Subject
to the terms and conditions set forth herein and in the Underwriting Agreement
incorporated herein by reference, (a) each of the Selling Shareholders agrees,
severally and not jointly, to sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from each of the
Selling Shareholders, at a purchase price per Share of $35.6125 the number of
Firm Shares (to be adjusted by you so as to eliminate fractional shares)
determined by multiplying the aggregate number of Firm Shares to be sold by each
of the Selling Shareholders as set forth opposite their respective names in
Schedule II hereto by a fraction, the numerator of which is the aggregate
number of Firm Shares to be purchased by such Underwriter as set forth opposite
the name of such Underwriter in Schedule I hereto and the denominator of
which is the aggregate number of Firm Shares to be purchased by all of the
Underwriters from the Selling Shareholders hereunder and (b) in the event and to
the extent that the Underwriters shall exercise the election to purchase
Optional Shares as provided below, each of the Selling Shareholders agrees to
sell to each of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from each of the Selling Shareholders at the
purchase price per Share set forth in clause (a) above, that portion of the
number of Optional Shares as to which such election shall have been exercised
(to be adjusted by you so as to eliminate fractional shares) determined by
multiplying the aggregate number of Optional Shares to be sold by each of the
Selling Shareholders as set forth opposite their respective names in
Schedule II hereto by a fraction, the numerator of which is the maximum
number of Optional Shares which such Underwriter is entitled to purchase as set
forth opposite the name of such Underwriter in Schedule I hereto and the
denominator of which is the maximum number of Optional Shares that all of the
Underwriters are entitled to purchase hereunder.
Subject
to and in accordance with Section 3 of the Underwriting Agreement, the Selling
Shareholders, as and to the extent indicated in Schedule II hereto, hereby grant
to the Underwriters the right to purchase at their election up to 715,858
Optional Shares, at the purchase price per Share set forth above.
For the
Purposes of this Agreement and the Underwriting Agreement, the “Applicable Time”
is 4:30 p.m. (Eastern Time) on the date of this Agreement. The time
and date of the delivery and payment shall be, with respect to the Firm Shares,
9:30 a.m., New York City time, on September 9, 2008.
If the
foregoing is in accordance with your understanding, please sign and return to us
five counterparts hereof, and upon acceptance hereof by you, on behalf of each
of the Underwriters, this letter and such acceptance hereof, including the
provisions of the Underwriting Agreement incorporated herein by reference, shall
constitute a binding agreement between each of the Underwriters, the Company and
each of the Selling Shareholders.
Very truly
yours,
|
By:
|
||
| /s/ Xxxxxxx X. Xxxxxxxxxx | ||
|
Name: Xxxxxxx X. Xxxxxxxxxx
|
||
|
Title:
Managing Director and Chief Financial Officer
|
||
|
Each
Selling Shareholder named in Schedule II to this
Agreement
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxxxxx | |
|
Name:
Xxxxxxx X. Xxxxxxxxxx
|
||
|
Title:
Attorney-in-Fact
|
||
|
As
Attorney-in-Fact acting on behalf of each of the Selling Shareholders
named in Schedule II to this
Agreement.
|
||
Accepted
as of the date hereof:
|
Xxxxxxx,
Xxxxx & Co.
|
|
|
By:
|
/s/ Xxxxxxx, Sachs & Co. |
|
(Xxxxxxx,
Xxxxx & Co.)
|
|
|
On
behalf of each of the Underwriters
|
|
