Exhibit 10.37

 

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LAZARD LLC

 

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SECOND SUPPLEMENTAL INDENTURE

Dated as of May 10, 2005

 

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THE BANK OF NEW YORK,

 

as Trustee

 

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Table of Contents

 

				Page
ARTICLE I
Definitions
ARTICLE II
Designation and Terms of the Securities
SECTION 2.01.		Title and Aggregate Principal Amount		4
SECTION 2.02.		Execution		4
SECTION 2.03.		Stated Maturity		4
SECTION 2.04.		Other Terms and Form of the Notes		4
SECTION 2.05.		Further Issues		4
SECTION 2.06.		Interest and Principal		4
SECTION 2.07.		Issuance of Senior Notes		5
SECTION 2 08.		Place of Payment		5
SECTION 2.09.		Registrar		5
SECTION 2.10.		Special Event Redemption		5
SECTION 2.11.		Redemption at the Option of Holder; Sinking Fund		6
ARTICLE III
Covenants
SECTION 3.01.		Payment of Additional Amounts		6
ARTICLE IV
Legends
SECTION 4.01.		Legends		6
ARTICLE V
Amendments
SECTION 5.01.		With Consent of Holders		7
ARTICLE VI
Defeasance
SECTION 6.01.		Defeasance and Covenant Defeasance		8

 

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ARTICLE VII
Miscellaneous
SECTION 7.01.		Ratification of Original Indenture; Supplemental Indentures Part of Original Indenture		8
SECTION 7.02.		Concerning the Trustee		8
SECTION 7.03.		Counterparts		8
SECTION 7.04.		GOVERNING LAW; WAIVER OF JURY TRIAL		8
SECTION 7.05.		Judgment Currency		9

Exhibit A		Form of Note

 

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SECOND SUPPLEMENTAL INDENTURE, dated as of May 10, 2005 (this “Second Supplemental Indenture”), to the Indenture, dated as of May 10, 2005 (the “Original Indenture”), between LAZARD LLC, a Delaware limited liability company (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).

 

WHEREAS, the Company and the Trustee have heretofore executed and delivered the Original Indenture to provide for the issuance from time to time of Securities (as defined in the Original Indenture) of the Company, to be issued in one or more Series;

 

WHEREAS, Sections 2.02 and 9.01 of the Original Indenture provide, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the designation, form, terms and conditions of Securities of any Series of Securities permitted to be issued pursuant to the Original Indenture;

 

WHEREAS, the Company (i) desires the issuance of a Series of Securities to be designated as hereinafter provided and (ii) has requested the Trustee to enter into this Second Supplemental Indenture for the purpose of establishing the designation, form, terms and conditions of the Securities of such Series;

 

WHEREAS, the Company has duly authorized the creation of an issue of its 6.120% Senior Notes initially due 2035 (the “6.120% Senior Notes” or the “Senior Notes”, which expression includes any further notes issued pursuant to Section 2.05 hereof and forming a single series therewith) of substantially the tenor and amount hereinafter set forth;

 

WHEREAS, all action on the part of the Company necessary to authorize the issuance of the 6.120% Senior Notes under the Original Indenture and this Second Supplemental Indenture (the Original Indenture, as supplemented by this Second Supplemental Indenture, being hereinafter called the “Indenture”) has been duly taken; and

 

WHEREAS, Lazard Group Finance as holder of the Senior Notes shall irrevocably authorize the Bank of New York, as trustee under the Senior Notes Pledge Agreement, as its attorney-in-fact, to, among other things, execute and deliver the Senior Notes Pledge Agreement on behalf of Lazard Group Finance and to grant the pledge provided thereby of the Senior Notes to secure Lazard Group Finance’s obligations under the Notes comprising a part of the Units, as provided therein and subject to the terms thereof.

 

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

 

That, in order to establish the designation, form, terms and conditions of, and to authorize the authentication and delivery of, the 6.120% Senior Notes, and in

 

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consideration of the acceptance of the 6.120% Senior Notes by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

ARTICLE I

 

Definitions

 

(a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Indenture.

 

(b) The rules of interpretation set forth in the Original Indenture shall be applied hereto as if set forth in full herein;

 

(c) the following terms shall have the respective meanings ascribed thereto in the Purchase Contract Agreement: Last Failed Remarketing; Normal Units; Purchase Contract Agent; Remarketing Agreement; Remarketing Date; Reset Date; Special Event; Stock Purchase Date; and Units; and

 

(d) For all purposes of this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms):

 

“6.120% Senior Note” has the meaning set forth in the recitals hereto.

 

“Aggregate Special Event Redemption Amount” means the aggregate “Special Event Redemption Amounts” as defined in, and calculated in accordance with, the First Supplemental Notes Indenture and the Second Supplemental Notes Indenture.

 

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

 

“Definitive Senior Note” means a 6.120% Senior Note in definitive registered form without coupons.

 

“First Supplemental Notes Indenture” means the First Supplemental Indenture, dated as of May 10, 2005, to the Indenture between Lazard Group Finance LLC and The Bank of New York, as trustee.

 

“Interest Payment Date” has the meaning set forth in Section 2.06 hereof.

 

“Issue Date” means May 10, 2005.

 

“Lazard Group Finance” means Lazard Group Finance LLC, a Delaware limited liability company.

 

“Lazard Ltd” means Lazard Ltd, an exempted Bermuda limited company.

 

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“Notes” means the 6.120% senior notes issued pursuant to the indenture dated as of May 10, 2005, between Lazard Group Finance and The Bank of New York, as trustee, as supplemented by the First Supplemental Notes Indenture and the Second Supplemental Notes Indenture.

 

“Notes Pledge Agreement” means the Pledge Agreement, dated as of May 10, 2005, between Lazard Ltd, The Bank of New York, as purchase contract agent, and as attorney-in-fact for Holders of the Units, and The Bank of New York, as collateral agent, custodial agent and securities intermediary.

 

“Notes Trustee” means The Bank of New York, in its capacity as trustee, pursuant to the Notes Indenture.

 

“Purchase Contract Agreement” shall mean the Purchase Contract Agreement, dated as of May 10, 2005, between Lazard Ltd and The Bank of New York, as purchase contract agent.

 

“Relevant Date” means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Trustee on or prior to such due date, it means the first date on which, the full amount of such moneys having been so received and being available for payment to Holders, notice to that effect shall have been duly given to the Holders of the Senior Notes.

 

“Reset Rate” means the interest rate applicable to the Senior Notes following a Successful Remarketing of the Notes, which shall be the rate of interest that, as determined by the Remarketing Agent, will, when applied to the outstanding Notes, enable the then current aggregate market value of the Notes to have a value equal to 100.5% of the aggregate principal amount of the Notes as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be.

 

“Second Supplemental Notes Indenture” means the Second Supplemental Indenture, dated as of May 10, 2005, between Lazard Group Finance LLC and The Bank of New York, as trustee.

 

“Senior Notes” has the meaning set forth in the recitals hereto.

 

“Senior Notes Pledge Agreement” means the Pledge Agreement, dated as of May 10, 2005, between the Company, The Bank of New York, as Trustee, and as attorney-in-fact for the Company, and The Bank of New York, as collateral agent, custodial agent and securities intermediary.

 

“Stated Maturity Date” has the meaning set forth in Section 2.03 hereof.

 

“Successful Remarketing” has the meaning set forth in Section 2.06 hereof.

 

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ARTICLE II

 

Designation and Terms of the Securities

 

SECTION 2.01. Title and Aggregate Principal Amount. There is hereby authorized one series of Securities designated the 6.120% Senior Notes initially due 2035, limited in aggregate principal amount to $437,500,000, which amount to be issued shall be as set forth in any Company Order for the authentication and delivery of Senior Notes pursuant to the Original Indenture. The Senior Notes shall constitute senior, unsecured and unsubordinated obligations of the Company and shall rank pari passu with all other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The Senior Notes shall be issuable only in registered form and without coupons in denominations of $1,000 and any integral multiples thereof.

 

SECTION 2.02. Execution. The Senior Notes may forthwith be executed by the Company and delivered to the Trustee for authentication and delivery by the Trustee in accordance with the provisions of Section 2.04 of the Original Indenture.

 

SECTION 2.03. Stated Maturity. The Senior Notes shall mature (a) in the event of a Successful Remarketing of the Notes, on any date no earlier than May 15, 2010 and no later than May 15, 2035, (b) in the event of a Last Failed Remarketing of the Notes, on the Stock Purchase Date, and (c) otherwise on May 15, 2035 (the “Stated Maturity Date”); provided, however, that the Senior Notes shall mature no later than the maturity of the Notes whether at stated maturity or otherwise. Any change in the Stated Maturity Date pursuant to clause (a) shall be effected pursuant to a Company Order.

 

SECTION 2.04. Other Terms and Form of the Notes. The Senior Notes shall have and be subject to such other terms as provided in the Original Indenture and this Second Supplemental Indenture and shall be evidenced by one or more Definitive Senior Notes in the form of Exhibit A hereof.

 

SECTION 2.05. Further Issues. Subject to Section 2.01 of the Original Indenture, the Company may from time to time, without the consent of the Holders of the Senior Notes and in accordance with the Original Indenture and this Second Supplemental Indenture, create and issue further notes having the same terms and conditions as the Senior Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Senior Notes.

 

SECTION 2.06. Interest and Principal. (a) Each Senior Note shall bear interest from its Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 6.120% per annum (the “Initial Interest Rate”). In the event the Notes are successfully remarketed (“Successful Remarketing”) pursuant to the Purchase Contract Agreement and the Remarketing Agreement, each Senior Note shall bear interest at the Reset Rate from and including the Reset Date to the date on which the principal of the Senior Notes is paid or made available for payment. Interest on the Senior Notes initially shall be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of

 

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each year commencing August 15, 2005. After the Stock Purchase Date, interest on the Senior Notes shall be payable, semi-annually in arrears on May 15 and November 15 of each year, until the principal thereof is paid or made available for payment. Each such date of interest payment referred to above an “Interest Payment Date.” The interest so payable, on any such Interest Payment Date, will be paid to the Holder in whose name the Note is registered at the close of business on the regular record date for such interest, which shall be the 15th calendar day (whether or not a business day) prior to the relevant Interest Payment Date (the “Regular Record Date”).

 

(b) The amount of interest payable for any period on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly or semi-annual, as applicable, period for which interest is computed shall be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period, as applicable. In the event that any date on which interest is payable on the Senior Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Payments of the principal of and interest on the Senior Notes shall be made in Dollars, and the Senior Notes shall be denominated in Dollars.

 

SECTION 2.07. Issuance of Senior Notes. The Senior Notes, on original issuance, shall be issued in the form of one or more definitive, fully registered Notes registered initially in the name of Lazard Group Finance.

 

SECTION 2.08. Place of Payment. The place of payment where the Senior Notes issued in the form of Definitive Senior Notes may be presented or surrendered for payment, where the principal of and interest and any other payments due on the Senior Notes issued in the form of Definitive Senior Notes are payable, where the Senior Notes may be surrendered for registration of transfer or exchange and where notices and demands to and upon the Company in respect of the Notes and the Indenture may be served shall be in the Borough of Manhattan, The City of New York, and the office or agency maintained by the Company for such purpose shall initially be the Corporate Trust Office of the Trustee. At the option of the Company, payment of interest on the Senior Notes issued in the form of Definitive Senior Notes may be made by check mailed to registered Holders.

 

SECTION 2.09. Registrar. The Company initially appoints the Trustee to act as the Registrar and the paying agent and designates the Trustee’s New York office as the office or agency referred to in Section 2.05 of the Original Indenture.

 

SECTION 2.10. Special Event Redemption. If a Special Event shall have occurred and be continuing (as of the time of giving notice of redemption) and pursuant to which Lazard Group Finance, at its option, redeems the Notes, in whole but not in part,

 

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