CERTIFICATE OF TRANSFER AND ASSIGNMENT WITH AMENDMENTSCertificate of Transfer and Assignment • May 17th, 2006 • Lazard Group LLC • Finance services
This Certificate of Transfer and Assignment with Amendments (the “Certificate of Transfer”), dated as of May 15, 2006, is entered into by and between Banca Intesa S.p.A. (the “Transferor”) and Citibank, N.A. (the “Transferee”). Capitalized terms used but not defined herein shall have the meanings given to them in the $96,000,000 Lazard Group LLC Senior Unsecured Promissory Note due February 28, 2008 (the “Senior Note”) and the $50,000,000 Lazard Group LLC Subordinated Promissory Note due February 28, 2008 (the “Subordinated Note” and, together with the Senior Note, the “Notes”), copies of which are attached hereto as Exhibit A-1 and Exhibit A-2, respectively.
COPY]Senior Promissory Note • May 17th, 2006 • Lazard Group LLC • Finance services
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY OTHER STATE OR OTHER COUNTRY AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THIS SECURITY HAS BEEN REGISTERED UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS IS AVAILABLE.
SECOND AMENDMENT (Senior Revolving Credit Agreement)Senior Revolving Credit Agreement • May 17th, 2006 • Lazard Group LLC • Finance services • New York
SECOND AMENDMENT, dated as of May 17, 2006 (this “Amendment”), to the SENIOR REVOLVING CREDIT AGREEMENT, dated as of May 10, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among LAZARD GROUP LLC, a Delaware limited liability company (the “Company”), the Banks from time to time parties thereto, CITIBANK, N.A., a national banking association (“Citibank”), and THE BANK OF NEW YORK, New York Branch (“The Bank of New York”), and JPMORGAN CHASE BANK, N.A., a New York banking corporation as a Bank (in such capacity, “JPMorgan Chase Bank”, and together with Citibank and The Bank of New York, the “Banks”) and as Administrative Agent for the Banks thereunder (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED GUARANTYGuaranty • May 17th, 2006 • Lazard Group LLC • Finance services • New York
This AMENDED AND RESTATED GUARANTY (as may be further amended, restated or otherwise modified from time to time, this “Guaranty”) is made as of May 15, 2006, by LAZARD GROUP LLC, a Delaware limited liability company (“Lazard” or the “Guarantor”), in favor of BANCA INTESA S.P.A., a Società per Azioni organized under the laws of the Republic of Italy, that is the holder of that certain Note referred to below (together with its successors and permitted assigns, the “Holder”).
