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Designation of Senior Security

Indenture Agreement

Designation of Senior Security | Document Parties: ZEP INC. You are currently viewing:
This Indenture Agreement involves

ZEP INC.

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Title: Designation of Senior Security
Governing Law: New York     Date: 10/14/2009
Industry: Personal and Household Prods.     Sector: Consumer/Non-Cyclical

Designation of Senior Security, Parties: zep inc.
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Exhibit 4.3

 

REGISTERED

  

PRINCIPAL AMOUNT No.:

$

  

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


 
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