Agreement on Overdraft in Special Current Account (for Money Market Interest Rate use)
Exhibit
(b)(4)
Agreement on Overdraft in
Special Current Account (for Money Market Interest Rate use)
To: Mizuho Bank,
Ltd. (the “Bank”)
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Date: ▇▇▇▇▇ ▇, ▇▇▇▇
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▇▇▇▇▇▇▇ of
the Borrower :
Shiseido
Company, Limited
▇-▇-▇, ▇▇▇▇▇,
▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇
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Name of the
Borrower:
/S/ Shinzo
Maeda
President
& Chief Executive Officer
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Subject to and in
addition to the terms and conditions set forth in the Agreement on Bank
Transactions separately executed on or about the date hereof, I/we (hereinafter
referred to as the “Borrower”) do hereby agree to the Description of Overdraft
Transaction and the terms and conditions set forth in the following with regard
to current account overdraft transactions with Mizuho Bank, Ltd. (hereinafter
referred to as the “Bank”).
［Description of Overdraft
Transactions］
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1
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Maximum
Aggregate
Amount of
Overdraft
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Japanese Yen
100,000,000,000
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2
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Interest
Rate
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・Interest rate shall be
determined based on market interest rate plus spread.
・Interest calculation
shall be made based on 365-day year basis.
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3
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Designated
Deposit
Account |
Branch
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Type
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Account
Number
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Name of the
account holder
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4
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Expiry
Date
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March 8,
2011
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［Terms and Conditions］
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Article
1.
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(Maximum
Aggregate Amount of Overdraft)
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The maximum
aggregate amount of overdraft shall be limited to the amount stipulated in the
item 1 of the “Description of Overdraft Transactions” section
above.
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Article
2.
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(Transaction
Procedure)
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1.
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The Borrower
agrees to notify and obtain the Bank’s approval in advance when applying
for the current account overdraft transaction under this
Agreement.
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2.
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Subject to
the Bank’s approval, the Borrower shall submit a withdrawal slip
prescribed by the Bank for the purpose of entering into current account
overdraft transactions
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under this
Agreement, whereby the Bank will credit the Designated Deposit Account as
specified in item 3 of “Description of Overdraft Transactions” section
above by the amount stated on the withdrawal
slip.
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3.
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Under this
Agreement, transactions will be restricted to current account overdraft
only. This account shall not be used to draw/accept checks/bills and notes
or for automatic payment of utilities,
etc.
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Article
3.
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(Expiration)
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The overdraft
transactions under this Agreement shall expire on the date specified in item 4
of “Description of Overdraft Transactions” section, however, if no intention to
terminate this Agreement is expressed by the Borrower or the Bank by such date,
this Agreement will be renewed for a further period of one year and the same
shall apply thereafter.
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Article
4.
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(Interest and
Damages)
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1.
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The rate of
interest on overdraft shall be the interest rate specified in item 2 of
“Description of Overdraft Transactions” section, and the method of
interest calculation and due date shall be reasonably determined by the
Bank.
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2.
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The Borrower
shall pay damages to the Bank in the event of the Borrower’s failure to
perform its obligations owed to the Bank and damages shall be calculated
at the rate per annum at which the Bank would be required to raise funds
at the time of the default plus two percent (2%) per annum, or fourteen
percent (14%) per annum, whichever is higher. The method of calculation
shall be determined by the Bank.
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3.
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The Bank may
withdraw the applicable amount of interest from the Designated Deposit
Account specified in “Description of Overdraft Transactions” section and
may apply such amount for the satisfaction of the amount due.
Notwithstanding the current account regulation or ordinary deposit account
regulation stipulated by the Bank, the Borrower shall not submit any
check, ordinary deposit passbook or withdrawal slip in case of such
withdrawal.
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Article
5.
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(Repayment)
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1.
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The repayment
of principal and payment of interest, etc. shall be made on the date and
in the amount separately determined between the Borrower and the
Bank.
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2.
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The Bank may
withdraw the principal amount to be repaid from the Designated Deposit
Account specified in item 3 of the “Description of Overdraft Transactions”
section and may apply such amount for the satisfaction of the amount due.
Notwithstanding the current account regulation or ordinary deposit account
regulation stipulated by the Bank, the Borrower shall not submit any
check, ordinary deposit passbook or withdrawal slip in case of such
withdrawal.
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Article
6.
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(Acceleration
of Payment)
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1.
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In case any
one of the following events occurs to the Borrower, the principal amount
of overdraft and interest thereon shall immediately become due and payable
without any notice or demand, etc., from the Bank, and the Borrower shall
pay such principal and interest
forthwith.
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(1)
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When the
Borrower has become unable to pay its debts or obligations or application
or petition is submitted for bankruptcy, commencement of civil
rehabilitation proceedings, commencement of corporate reorganization
proceedings, commencement of company arrangement or commencement of
special liquidation.
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(2)
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When the
Clearing House in accordance with its rules takes procedures for
suspension of the Borrower’s transactions with banks and similar
institutions.
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(3)
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When an order
or notice of provisional attachment, preservative attachment or attachment
is issued in respect of the Borrower’s or the guarantor’s deposits and/or
any other credits with the Bank.
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(4)
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When the
Borrower’s whereabouts become unknown to the Bank due to the Borrower’s
failure to notify the Bank of change of its address or any other causes
attributable to the Borrower.
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2.
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In any of the
following cases, upon the Bank’s demand, the principal amount of overdraft
and interest thereon shall immediately become due and payable, and the
Borrower shall pay such principal and interest
forthwith.
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(1)
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When the
Borrower fails to pay any of its obligations to the Bank when it is
due.
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(2)
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When property
offered to the Bank as security is attached or public auction procedure is
commenced in respect of such
property.
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(3)
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When the
Borrower violates the conditions of any transactions with the
Bank.
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(4)
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When the
guarantor falls under any one of the items of the preceding Paragraph or
this Paragraph.
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(5)
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When a
reasonable and probable cause, other than the items provided in this
Paragraph, which adversely affects the repayment of the Borrower’s
obligation occurs.
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3．
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In cases
where demand provided for in the preceding Paragraph is delayed or fails
to be received by the Borrower because of causes attributable to the
Borrower, including, but not limited to the Borrower’s failure to notify
the change of its address to the Bank, the payment shall be deemed
accelerated at the time such notice normally would have been
received.
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Article 7.
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1.
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The Borrower
agrees to notify and obtain the Bank’s approval in advance when applying
for the full or partial prepayment prior to the last date of the interest
period in special occasion.
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2.
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The Borrower
agrees to pay to the Bank damages as defined below incurred in case the
Borrower make prepayments with the Bank’s consent, or in the case the
Borrower is obliged to make immediate prepayment due to acceleration
pursuant to Article 6. For the purposes of this clause, damages
is defined as the amount obtained by multiplying the amount of prepayment
by the difference between the rate of interest available to the Bank for
investment of funds in the amount equal to the amount of such prepayment
for the period from and including the day on which the prepayment is made
until the scheduled overdraft repayment date (hereinafter referred to as
“reinvestment rate”), and the rate of interest applicable to the overdraft
(hereinafter referred to as “applicable rate”), if the reinvestment rate
is lower than the applicable rate.
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Article
8.
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(Reduction,
Suspension and Termination)
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(1)
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In the event
there is any change in the financial conditions or if it becomes necessary
for the Bank to preserve the Bank’s rights or if there exists any other
reasonable causes, the Bank may at any time reduce the Maximum Aggregate
Amount of Overdraft, suspend the overdraft transaction or terminate this
Agreement, notwithstanding Article 3 of this
Agreement.
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(2)
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When the
transaction pursuant to this Agreement is terminated or when the overdraft
transaction is suspended, the Borrower shall immediately pay the principal
amount of overdraft and interest thereon. Further, when the Maximum
Aggregate Amount of Overdraft is reduced pursuant to this clause, the
Borrower shall immediately pay the amount of overdraft exceeding the
reduced maximum amount.
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End
(The foregoing is
an English language translation of the original Japanese language text for
reference purposes only. This Agreement shall be executed in Japanese
text.)