FORM OF MASTER SEPARATION AGREEMENT by and among LAZARD LTD, LAZARD LLC, LAZ-MD HOLDINGS LLC and LFCM HOLDINGS LLC Dated as of May , 2005Master Separation Agreement • May 2nd, 2005 • Lazard LTD • Finance services • Delaware
This MASTER SEPARATION AGREEMENT (this “Agreement”), dated as of , 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”).
FORM OF OPERATING AGREEMENT OF LAZARD GROUP LLC Dated as of , 2005Operating Agreement • May 2nd, 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 , 2005.
FORM OF BUSINESS ALLIANCE AGREEMENT by and between LAZARD GROUP LLC and LFCM HOLDINGS LLC Dated as of May , 2005Business Alliance Agreement • May 2nd, 2005 • Lazard LTD • Finance services • Delaware
This BUSINESS ALLIANCE AGREEMENT (this “Agreement”), dated as of May , 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 ADMINISTRATIVE SERVICES AGREEMENT by and among LAZ-MD HOLDINGS LLC, LFCM HOLDINGS LLC and LAZARD GROUP LLCAdministrative Services Agreement • May 2nd, 2005 • Lazard LTD • Finance services • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT, dated as of May , 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.”
FORM OF TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 2nd, 2005 • Lazard LTD • Finance services • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of , 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”).
FORM OF LETTER AGREEMENT] [Lazard LLC Letterhead] April , 2005Letter Agreement • May 2nd, 2005 • Lazard LTD • Finance services • New York
This letter agreement sets forth the mutual understanding between Lazard LLC (“Lazard” on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, and its and their predecessors and successors, the “Lazard Group”)) and each of BW NY Goodwill L.L.C. and BW ROW Goodwill L.L.C. (collectively, the “Family Trusts”) regarding the rights and obligations applicable to the Lazard Class A-2 Interests (as defined in the Third Amended and Restated Operating Agreement of Lazard, dated as of January 1, 2002, as amended (the “LLC Agreement”)) that are held in the Family Trusts as set forth on Schedule I attached hereto (the “Trusts Interests”), in connection with the participation of the Trusts Interests in the reorganization of Lazard (the “Reorganization”), currently expected to occur substantially on the terms and conditions described in Amendment No. 4 to the Registration Statement on Form S-1, dated April 18, 2005, as filed with the Securities and Exchange Commissio
FORM OF LICENSE AGREEMENTLicense Agreement • May 2nd, 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
