Exhibit 4.1
FIRST AMENDMENT TO STOCKHOLDER
PROTECTION RIGHTS AGREEMENT
This First Amendment to Stockholder
Protection Rights Agreement, dated as of the 22nd day of January,
2009 (this “ Amendment ”) is made by and between
Zep Inc., a Delaware corporation (the “ Company
”) and Mellon Investor Services LLC, a New Jersey limited
liability company, as rights agent (the “ Rights Agent
”, which term shall include any successor Rights Agent
hereunder).
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to
that certain Stockholder Protection Rights Agreement, dated as of
October 30, 2007 (the “ Rights Agreement
”);
WHEREAS, the Rights Agreement contains terms defining
“Acquiring Person”;
WHEREAS, the Board of Directors of the Company has
determined that it is in the best interests of the Company and its
stockholders to amend the Rights Agreement to change such terms as
set forth herein;
WHEREAS, pursuant to Section 5.4 of the Rights Agreement,
the Rights Agreement may be amended as set forth herein without the
approval of the holders of the Rights prior to the Flip-in Date and
subject to the last sentence of Section 5.4, the Rights Agent
shall, if the Company so directs, execute such amendment upon
receipt of a certificate from an appropriate officer of the Company
that states that the proposed amendment complies with Section
5.4;
WHEREAS, unless otherwise defined in this Amendment,
capitalized terms used herein shall have the meaning given to them
in the Rights Agreement.
NOW, THEREFORE,
in consideration of the background,
agreements and covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto
hereby agree as follows:
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1.
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Amendment of
Rights Agreement . The
parties hereto agree that Section 1.1 is amended so that the
definition of “Acquiring Person” shall read as
follows:
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“Acquiring Person” shall
mean any Person, together with all Affiliates and Associates of
such Person, who is or becomes the Beneficial Owner of 15% or more
of the outstanding shares of Common Stock; provided, however
, that the term “Acquiring Person” shall not include
(i) any Person who is the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock on October 30, 2007 or who shall
become the Beneficial Owner of 15% or more of the outstanding
shares of Common Stock solely as a result of
