0001047469-08-012170 Sample Contracts

AMENDMENT NO. 3 TO CREDIT AGREEMENT AND LIMITED CONSENT AND WAIVER
Credit Agreement • November 13th, 2008 • Pzena Investment Management, Inc. • Investment advice • New York

This CREDIT AGREEMENT ("Agreement") is entered into as of July 23, 2007, among PZENA INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

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SECURITY AGREEMENT
Security Agreement • November 13th, 2008 • Pzena Investment Management, Inc. • Investment advice • New York

THIS SECURITY JOINDER AGREEMENT dated as of , 20 (this "Security Joinder Agreement"), is made by , a (the "Joining Grantor"), in favor of BANK OF AMERICA, N.A., in its capacity as Administrative Agent (the "Administrative Agent") for the Secured Parties (as defined in the Credit Agreement referenced below; all capitalized terms used but not defined herein shall have the meanings given to such terms in such Credit Agreement).

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