Exhibit 4.3
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REGISTERED
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PRINCIPAL AMOUNT No.:
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$
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CUSIP No.:
Zep Inc.
[Designation of Senior Security]
Zep Inc., a Delaware corporation
(hereinafter called the “Corporation,” which term shall
include any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to , or
registered assigns, upon presentation, the principal sum of DOLLARS
on
, and to pay interest on the outstanding principal amount thereon
from
, or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on
and
in each year, commencing
, at the rate of % per annum, until
the entire principal amount hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly
provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Senior Security
(or one or more Predecessor Senior Securities) is registered at the
close of business on the Regular Record Date for such interest
which shall be the
or
(whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date, and may either be paid to
the Person in whose name this Senior Security (or one or more
Predecessor Senior Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Senior Securities of this series not more than 15
days and not less than 10 days prior to such Special Record Date,
or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Senior Securities may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the
Indenture. Payment of the principal of, Make-Whole Amount, if any,
on, and interest on this Senior Security will be made at the office
or agency of the Corporation maintained for that purpose in the
City of
, State of
, or elsewhere as provided in the Indenture, in such coin or
currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided,
however, that at the option of the Corporation payment of interest
may be made by (i) check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register kept for the Senior Securities pursuant to
Section 305 of the Indenture (the “Security
Register”) or (ii) transfer to an account of the Person
entitled thereto located inside the United States.
This Senior Security is one of a
duly authorized issue of securities of the Corporation (herein
called the “Senior Securities”), issued and to be
issued in one or more series under an Indenture, dated as of
, 200 (herein called the
“Indenture”), between the Corporation and
(herein called the “Trustee,” which term includes any
successor trustee under the Indenture with respect to the Senior
Securities), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of
the Corporation, the Trustee and the Holders of the Senior
Securities and of the terms upon which the Senior Securities are,
and are to be, authenticated and delivered. This Senior Security is
one of the series designated as the “[designation of Senior
Securities],” limited in aggregate principal amount to $
.
The Senior Securities may be
redeemed at any time at the option of the Corporation, in whole or
in part, upon notice of not more than 60 nor less than 30 days
prior to the Redemption Date, at a redemption price equal to the
sum of (i) the principal amount of the Senior Securities being
redeemed plus accrued interest thereon to the Redemption Date and
(ii) the Make-Whole Amount, if any, with respect to such
Senior Securities.
The following definitions apply with
respect to any redemption of the Senior Securities of this series
at the option of the Corporation:
“Make-Whole Amount”
means, in connection with any optional redemption or accelerated
payment of any Senior Security, the excess, if any, of (i) the
aggregate present value as of the date of such redemption or
accelerated payment of each dollar of principal being redeemed or
paid and the amount of interest (exclusive of any interest accrued
to the date of redemption or accelerated payment) that would have
been payable in respect of such dollar if such redemption or
accelerated payment had not been made, determined by discounting,
on a semiannual basis, such principal and interest at the
Reinvestment Rate (determined on the third Business Day preceding
the date such notice of redemption is given or declaration of
acceleration is made) from the respective dates on which such
principal and interest would have been payable if such redemption
or accelerated payment had not been made, over (ii) the
aggregate principal amount of the Senior Securities being redeemed
or paid.
“Reinvestment Rate”
means .25% (one-fourth of one percent) plus the arithmetic mean of
the yields under the respective headings “This Week”
and “Last Week” published in the Statistical Release
under the caption “Treasury Constant Maturities” for
the maturity (rounded to the nearest month) corresponding to the
remaining life to maturity, as of the payment date of the principal
being redeemed or paid. If no maturity exactly corresponds to such
maturity, yields for the two published maturities most closely
corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be
interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest
month. For the purposes of calculating the Reinvestment Rate, the
most recent Statistical Release published prior to the date of
determination of the Make- Whole Amount shall be used.
“Statistical
Release&rdq