Waiver Agreement Relating to Pzena Investment Management, LLC Senior Subordinated Note
This agreement is a waiver by a note holder of certain restrictions in a Senior Subordinated Note issued by Pzena Investment Management, LLC. The note holder agrees to waive the section that restricts the payment of cash dividends and the section requiring equal repayment to all lenders, allowing the company to repay notes specifically to Milestone Associates, L.L.C. and Amelia Jones Feinberg. The waiver is acknowledged by Pzena Investment Management, Inc.'s Chief Financial Officer.
EXHIBIT 4.1
[FORM OF WAIVER]
December 10, 2009
Pzena Investment Management, LLC
120 West 45th Street, 20th Floor
New York, NY 10036
Re: [Principal Amount] Pzena Investment Management, LLC Senior Subordinated Note Dated October 28, 2008 (the “Note”)
Dear Sirs:
In accordance with Section 10 of the Note, I hereby irrevocably waive Section 2 “Restricted Payments,” insofar as such section prohibits the payments of cash dividends by the Company, and further, I irrevocably waive Section 7 “Payment Pro Rata To All Lenders,” to allow the Company to repay the notes to Milestone Associates, L.L.C., and Amelia Jones Feinberg.
| Very truly yours, |
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| [Note Holder] |
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| [Signatory] |
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| ACKNOWLEDGED AND AGREED: |
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| PZENA INVESTMENT MANAGEMENT, INC. |
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| Gregory S. Martin |
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| Chief Financial Officer |
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