Pricing Agreement
Exhibit
1.2
Xxxxxxx,
Xxxxx & Co.,
000 Xxxx
Xxxxxx,
Xxx Xxxx,
Xxx Xxxx 00000.
March 16,
2010
Ladies
and Gentlemen:
The
shareholders of Lazard Ltd, a company incorporated under the laws of Bermuda
(the “Company”), named in Schedule II hereto (for the avoidance of doubt, any
reference to Schedule II herein includes both Schedule II(a) and Schedule II(b)
hereto, unless specifically noted otherwise) (the “Selling Shareholders”)
propose, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated March 16, 2010 (the “Underwriting Agreement”),
among the Company, the Selling Shareholders and the Underwriters named in
Schedule I hereto (the “Underwriters”), to sell to the Underwriters an aggregate
of 7,869,311 Shares as specified in Schedule II hereto. In the event only one
underwriter is listed in Schedule I hereto, references in this Agreement to the
“Underwriters” shall be deemed to refer to the sole underwriter in the singular
form listed in such Schedule I.
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, except that 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 $35.90, the number of
Shares (to be adjusted by you so as to eliminate fractional shares) determined
by multiplying the aggregate number of 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 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
Shares to be purchased by all of the Underwriters from the Selling Shareholders
hereunder.
For the
purposes of this Agreement and the Underwriting Agreement, the “Applicable Time”
is 4:57 p.m. (Eastern Time) on the date of this Agreement. The “Time of
Delivery” shall be 9:30 a.m., New York City time, on March 19,
2010.
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.
2
|
Very
truly yours,
|
|
|
By:
|
/s/
Xxxxxxx X. Xxxxxxxxxx
|
|
Name: Xxxxxxx
X. Xxxxxxxxxx
|
|
|
Title: Chief
Financial Officer
|
|
|
Each
Selling Shareholder named in
Schedule
II(a) to this Agreement
|
|
|
By:
|
/s/
Xxxxxxx X. Xxxxxxxxxx
|
|
Name: Xxxxxxx
X. Xxxxxxxxxx
|
|
|
As
Attorney-in-Fact acting on behalf of each of the Selling Shareholders
named in Schedule II(a) to this
Agreement.
|
|
|
Estate
of Xxxxx Xxxxxxxxxxx
|
|
|
By:
|
/s/
Xxxxxx X. Xxxxxxxxxxx
|
|
Name:
Xxxxxx X. Xxxxxxxxxxx
|
|
|
Title:
Co-Preliminary Executor
|
|
|
Cranberry
Dune 1998 Long-Term Trust
|
|
|
By:
|
/s/
Xxxxxx X. Xxxxxxxxxxx
|
|
Name:
Xxxxxx X. Xxxxxxxxxxx
|
|
|
Title:
Co-Trustee
|
|
|
Xxxxx
Xxxxxxxxxxx 2005 Trust
|
|
|
By:
|
/s/ Xxxxxx
X. Xxxxxxxxxxx
|
|
Name:
Xxxxxx X. Xxxxxxxxxxx
|
|
|
Title:
Co-Trustee
|
|
|
Xxxxxxxxxxx
Family Trust L.L.C.
|
|
|
By:
|
/s/ Xxxxx Xxxxx |
|
Name: Xxxxx
Xxxxx
|
|
|
Title:
Manager
|
|
|
Accepted
as of the date hereof:
|
|
|
Xxxxxxx,
Sachs & Co.
|
|
|
By:
|
/s/
Xxxxxxx, Xxxxx & Co.
|
|
(Xxxxxxx,
Sachs & Co.)
|
|
