Exhibit 2.1
SECOND AMENDMENT dated as
of May 7, 2008 (this “ Amendment
”), to the MASTER SEPARATION AGREEMENT dated as of May
10, 2005, as amended (as further amended, supplemented or
otherwise modified from time to time, the “ Master
Separation Agreement ”), among LAZARD LTD, a
Bermuda exempted company (“ Lazard
Ltd ”), LAZARD GROUP LLC (f/k/a Lazard LLC), a
Delaware limited liability company (“ Lazard
Group ”), LAZ-MD HOLDINGS LLC, a Delaware
limited liability company (“ LAZ-MD
”), and LFCM HOLDINGS LLC, a Delaware limited liability
company.
WHEREAS, each of Lazard
Ltd, Lazard Group and LAZ-MD desire to amend the Master
Separation Agreement as set forth in this
Amendment.
NOW, THEREFORE, in
consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION
1. Defined
Terms. Capitalized terms used but not
otherwise defined herein have the meanings assigned to them
in the Master Separation Agreement.
SECTION 2.
Amendments.
(a)
Section
1.1 of the Master Separation Agreement is hereby amended by
adding the following definition in appropriate alphabetical
order:
“ Specified
Secondary Offering ” means, at any time, a
secondary (or primary/secondary) offering of Lazard Ltd
Common Stock in which each Exchangeable MD Member is afforded
an opportunity to participate; provided
that Lazard Ltd may in its discretion exclude any one or more
Exchangeable MD Members from such opportunity so long as, of
the members so excluded, no member has accelerated exchange
rights under a Retention Agreement that, at such time, are
equal to (or superior than) the accelerated exchange rights
under a Retention Agreement (as such agreement was in effect
as of the IPO Date) of any Exchangeable MD Member afforded
such opportunity.
(b)
Section
8.2 of the Master Separation Agreement is hereby amended by
(i) deleting “and” at the end of clause
8.2(a)(i), (ii) deleting clause 8.2(a)(ii) in its entirety
and inserting the following in place thereof:
“Each Exchangeable MD
Member who is a party to a Retention Agreement and entitled
to accelerated exchange rights thereunder or who shall
otherwise be entitled to accelerated exchange rights under
any Retention Agreement (including any Exchangeable MD Member
who acquired its Exchangeable Interest from a
person entitled to accelerated exchange rights under a
Retention Agreement and succeeded to the rights of such
person) shall be entitled to effect the MD
Exchanges
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