[FORM OF WAIVER]
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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