**Exhibit 4.5**

 

**[COPY]**

 

**LAZARD GROUP LLC**

 

**7.125% Senior Notes Due 2015**

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

 

THIS SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTUREGOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIREDPURSUANT TO SECTION 2.04 OF THE ORIGINAL INDENTURE, (B) THIS SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.15(B) OF THE ORIGINAL INDENTURE, (C) THIS SECURITY MAY BE DELIVERED TO THE TRUSTEE FORCANCELLATION PURSUANT TO SECTION 2.13 OF THE ORIGINAL INDENTURE AND (D) EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15(B) OF THE ORIGINAL INDENTURE, THIS SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY (X) BY THEDEPOSITARY TO A NOMINEE OF THE DEPOSITARY, (Y) BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR (Z) BY THE DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSORDEPOSITARY. 

**[COPY]**

 

CUSIP: 52107Q AC 9 

ISIN: US52107QAC96

 

7.125% Senior Notes Due 2015 

 

No. E-1
 $546,000,000
 

LAZARD GROUP LLC

 

promises to pay to CEDE & CO. or registered assigns, the principalsum of Five Hundred Forty-Six Million Dollars ($546,000,000) as such amount may be adjusted as set forth on the Schedule of Exchanges, Redemptions, Repurchases, Cancellations and Transfers annexed hereto on May 10, 2015. 

 

Interest Payment Dates: May 15 and November 15,commencing on November 15, 2005. 

 

RecordDates: May 1 and November 1. 

**[COPY]**

 

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 

 
LAZARD GROUP LLCby 
/s/ Scott D. Hoffman
Name: Scott D. HoffmanTitle: 
Managing Director and

GeneralCounsel

 

TRUSTEE’S CERTIFICATE OF 

AUTHENTICATION 

 

Dated: October 31, 2005 

 
THE BANK OF NEW YORKby 
/s/ Julie Salovitch-Miller
  Authorized Signatory

**[COPY]**

 

**LAZARD GROUP LLC**

**7.125% Senior NotesDue 2015**

 

1. Indenture

 

This Security is one of a duly authorized issue of Securities of theCompany, designated as its 7.125% Senior Notes Due 2015 (herein called the “Notes,” which expression includes any further notes issued pursuant to Section 2.04 of the Supplemental Indenture (as hereinafter defined) and forming asingle series therewith), issued and to be issued under an indenture, dated as of May 10, 2005 (herein called the “Original Indenture”), as supplemented by a supplemental indenture, dated as of May 10, 2005 (the “FirstSupplemental Indenture,” and together with the Original Indenture, the “Indenture”), between LAZARD GROUP LLC, a Delaware limited liability company (formerly named Lazard LLC) (such company, and its successors and assigns under theIndenture hereinafter referred to, being herein called the “Company”) and THE BANK OF NEW YORK, as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto relevant to the Notes reference is hereby madefor a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Capitalized terms used but not defined in this Note shall have the meaningsascribed to them in the Indenture. 

 

The Indenture imposescertain limitations on the ability of the Company and its Restricted Subsidiaries to create or incur Liens and to dispose of shares of Capital Stock of Designated Subsidiaries. The Indenture also imposes certain limitations on the ability of theCompany to merge, consolidate or amalgamate with or into any other person (other than a merger of a wholly owned subsidiary into the Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the propertyof the Company in any one transaction or series of related transactions. 

 

Each Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are summarized herein and each Holder of a Note is referred to the corresponding provisions of the Indenture fora complete statement of such terms. To the extent that there is any inconsistency between the summary provisions set forth in the Notes and the Indenture, the provisions of the Indenture shall govern. 

 

2. Interest

 

The Company promises to pay interest on the principal amount of this Note atthe rate per annum shown above. The Company will pay interest semiannually on May 15 and November 15 of each year, commencing November 15, 2005. Interest on the Notes will accrue from the most recent date to which interest has beenpaid or, if no interest has been paid, from May 10, 2005. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 

**[COPY]**

 

3. Paying Agent, Registrar and Service Agent

 

Initially, THE BANK OF NEW YORK, a New York corporation (the “Trustee”), will act as paying agent, registrar andservice agent. The Company may appoint and change any paying agent, registrar or co-registrar and service agent without notice. The Company or any of its Subsidiaries may act as paying agent, registrar, co-registrar or service agent. 

 

4. Defaults and Remedies; Waiver

 

If an Event of Default occurs and is continuing, the Trustee or the Holdersof at least 25% in aggregate principal amount of the outstanding Notes, subject to certain limitations, may declare all the Notes due and payable immediately. In the case of an Event of Default resulting from certain events of bankruptcy, insolvencyor reorganization, the principal (or such specified amount) and premium, if any, of all outstanding Notes will become and be immediately due and payable without any declaration or other act by the Trustee or any Holder of outstanding Notes.

 

Holders of Notes may not enforce the Indenture or the Notesexcept as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnification. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes thenoutstanding may direct the Trustee in its exercise of any trust or power under the Indenture. 

 

At any time after the principal of the Notes shall have been so declared due and payable (or have become immediately due and payable), and before any judgment or decree for the payment of the moneys due shall havebeen obtained or entered, the Holders of a majority in aggregate principal amount of the Notes then outstanding under the Indenture, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if(i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Notes and the principal of (and premium, if any, on) any and all Notes that shall have become due otherwise than byacceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Notes to the date of suchpayment or deposit) and the amount payable to the Trustee under Section 7.07 of the Original Indenture and (ii) any and all existing Events of Default under the Indenture with respect to the Notes, other than the nonpayment of principal onNotes that shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.04 of the Original Indenture. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

 

The Holders of a majority in principal amount of the Notes bynotice to the Trustee may waive an existing Default and its consequences except a Default in the payment of the principal amount of premium, if any, and accrued and unpaid interest on a Note. When a Default is waived, it is deemed cured, but no suchwaiver shall extend to any subsequent or other Default or impair any consequent right. 

**[COPY]**

 

 

5. Amendment

 

In addition to any supplemental indenture otherwise authorized by theIndenture, the Company and the Trustee may from time to time and at any time enter into supplemental indentures (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of any Holder of Notes, for oneor more of the following purposes: (i) to evidence the succession of another person to the Company and the assumption by such successor of the Company’s covenants, agreements and obligations; (ii) to surrender any right or powerconferred upon the Company by the Indenture, to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any Notes as the Board of Directors of the Company shallconsider to be for the protection of the Holders of such Notes, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event ofDefault under the Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for a period of grace after default, which may be shorter or longer thanthat allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amountof the Notes to waive such default; (iii) to cure any ambiguity or correct or supplement any provision contained in the Indenture, in any supplemental indenture or in any Notes that may be defective or inconsistent with any other provisioncontained therein; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under the Indenture as shall not adversely affect theinterests of any Holders of Notes; (v) to modify or amend the Indenture in such a manner as to permit the qualification of the Indenture or any supplemental indenture thereto under the Trust Indenture Act as then in effect; (vi) to add orto change any of the provisions of the Indenture to provide that Notes in bearer form may be registrable as to principal, to change or eliminate any restrictions on the payment of principal or premium with respect to Notes in registered form or ofprincipal, premium or interest with respect to Notes in bearer form, or to permit Notes in registered form to be exchanged for Notes in bearer form, so as to not adversely affect the interests of the Holders or any coupons in any material respect orpermit or facilitate the issuance of Notes in uncertificated form; (vii) to secure the Notes; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to add to, change, or eliminate any of theprovisions of the Indenture with respect to the Notes, so long as any such addition, change or elimination not otherwise permitted under the Indenture shall (A) neither apply to any Note created prior to the execution of such supplementalindenture and entitled to the benefit of such provision nor modify the rights of the Holders of any such Note with respect to the benefit of such provision or (B) become effective only when there is no such Note outstanding; (x) toevidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administrationof the Indenture by more than one Trustee. 

**[COPY]**

 

 

With the written consent (as evidenced as provided in Section 9.02 ofthe Original Indenture) of the Holders of at least a majority in principal amount of the Notes at the time outstanding affected by such amendment (including consents obtained in connection with a tender offer or exchange offer for the Notes), theCompany and the Trustee, may amend the Indenture without notice to any Holder; provided that no such amendment shall, without the consent of the Holders of each Note then outstanding and affected thereby, (i) reduce the principal amountof Notes whose Holders must consent to an amendment, modification, supplement or waiver; (ii) reduce the rate of or extend the time for payment of interest on any Note; (iii) reduce the principal of or change the Stated Maturity of anyNote; (iv) reduce the amount payable upon the redemption of any Note or add redemption provisions to any Note; (v) make any Note payable in money other than that stated in the Note; or (vi) make any change in the Sections of theIndenture relating to waivers of past defaults and the rights of Holders to receive payments, or in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders to approve the particular form of anyproposed amendment, but it shall be sufficient if such consent approves the substance thereof. 

 

Any consent to an amendment or a waiver by the Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note andany Notes that may be issued in exchange or substitution hereof, irrespective of whether or not any notation thereof is made upon this Note or such other Notes. Any Holder or subsequent Holder may revoke its consent if the Trustee receives thenotice of revocation before the date the amendment or waiver becomes effective. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee orotherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid to all Holders, ratably, that so consent, waive oragree to amend. 

 

6. ObligationsAbsolute

 

No reference herein to the Indenture and noprovision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the place, at the respective times, at the rateand in the coin or currency herein prescribed. 

 

7. Sinking Fund

 

The Notes shall not beredeemable at the option of any Holder thereof, upon the occurrence of any particular circumstances or otherwise. The Notes will not have the benefit of any sinking fund. 

 

8. Denominations; Transfer; Exchange

 

The Notes are issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiplesthereof. When Notes 

**[COPY]**

 

are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series,the Registrar shall register the transfer or make the exchange in the manner and subject to the limitations provided in the Indenture, without payment of any service charge but with payment of a sum sufficient to cover any transfer tax or othergovernmental charge that may be imposed in connection with any registration or exchange of Notes. 

 

The Company and the Registrar shall not be required (a) to issue, register the transfer of or exchange any Notes during a period beginning at theopening of business 15 days before the day of the mailing of a notice of redemption of Notes of that Series selected for redemption and ending at the close of business on the day of such mailing or (b) to register the transfer or exchange ofNotes of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part. 

 

9. Further Issues

 

The Company may from time to time, without the consent of the Holders of theNotes and in accordance with the Indenture, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Notes.

 

10. Optional Redemption

 

The Notes may be redeemed at the Company’s option, upon notice as setforth in the Indenture, in whole at any time or in part from time to time, at a Redemption Price equal to (A) the greater of (i) 100% of the principal amount of the Notes to be redeemed on the Redemption Date or (ii) the sum of thepresent values of the remaining scheduled payments of principal and interest on the Notes being redeemed on that Redemption Date (not including any portion of any payment of interest accrued to the Redemption Date) discounted to the Redemption Dateon a semi-annual basis at the Treasury Rate, plus 50 basis points, as determined by the Reference Treasury Dealer, plus (B) in each case, accrued and unpaid interest on the Notes to the Redemption Date; provided that if the date fixedfor redemption is on a date or after the Record Date and on or before the next following Interest Payment Date, then the interest payable on such date shall be paid to the Holder of record on the relevant Record Date. 

 

11. Persons Deemed Owners

 

The ownership of Notes shall be proved by the register maintained by theRegistrar. 

 

12. No Recourse AgainstOthers

 

A director, officer, employee or shareholder, assuch, of any Company shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their 

**[COPY]**

 

creation. By accepting a Note, each Holder shall waive and release all such liability. This waiver and release shall be part of the consideration for the issuance of theNotes. 

 

13. Discharge and Defeasance

 

Subject to certain conditions set forth in the Indenture, theCompany at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money and/or U.S. Government Obligations for the payment of principal of, premium, if any, and interest onthe Notes to redemption or maturity, as the case may be. 

 

14. Unclaimed Money

 

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, andpremium, if any, or interest has become due and payable shall be paid to the Company on its request or, if then held by the Company, shall be discharged from such trust. Thereafter the Holder of such Note shall look only to the Company for paymentthereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after adate specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

 

15. Trustee Dealings with the Company

 

Subject to certain limitations imposed by the Trust Indenture Act, theTrustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar or co-payingagent may do the same with like rights. 

 

16.Abbreviations

 

Customary abbreviations may be used inthe name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift toMinors Act). 

 

17. CUSIP Numbers

 

Pursuant to a recommendation promulgated by the Committee onUniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of 

**[COPY]**

 

redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice ofredemption and reliance may be placed only on the other identification numbers placed thereon. 

 

**The Company will furnish to any Holder of Notes upon written request and without charge to the Holder a copy of the Indenture.**

**[COPY]**

 

ASSIGNMENT FORM 

 

For value received                                hereby sell(s), assign(s) and transfer(s) unto                                (please insert social security or otheridentifying number of assignee) the within Note, and hereby irrevocably constitutes and appoints                                attorney to transfer the said Note on the books ofthe Company, with full power of substitution in the premises. 

 

Dated:______________________

___________________________

___________________________

Signature(s)

 

Signature(s) must be guaranteed by aneligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. 

 

Signature Guarantee

**[COPY]**

 

SCHEDULE OF EXCHANGES, REDEMPTIONS, REPURCHASES 

CANCELLATIONS AND TRANSFERS 

 

The initial principalamount of this Global Note is $546,000,000. The following increases or decreases in this Global Note have been made: 

 

**Date of Increase or**

**Decrease**
  **Amount of Decrease in**