Supplier Agreement and Supplier Setup Form Checklist Page 2: Foreign Exchange Supplement to Supplier Agreement (Manual Discount) Complete the Foreign Exchange Supplement to Supplier Agreement on Page 2 if you wish to receive your payments in a non-u.s. Dollar currency. Please complete, date, and include your company legal* name in the blank spaces at the top of page 2. * IMPORTANT: To minimize delays, please ensure the company name you provide on the Supplier Agreement (and Setup Forms) is the true and full legal name of your company as listed in your incorporation papers or business registration certificate. Include any applicable suffix such as Ltd. that is listed. Your DBA (Doing Business As) name can be listed in parentheses after the legal name. Have a representative who is authorized to execute agreements on behalf of your organization complete and sign the Foreign Exchange Supplement to Supplier Agreement on page 2 (bottom left). Provide a copy of your Certificate of Incorporation or Business Registration Certificate. Pages 3-5: Setup Form (Manual Discount) Complete all fields marked with an asterisk (please type or print using black or dark blue ink). Bank Attachment. Attach 1 of the following: An original voided check with printed company name A bank statement, including bank name, account name and account number A signed letter from your bank on bank letterhead verifying account name, account number routing number Have the Setup Form signed by same authorized person who signs the Supplier Agreement. Fax all of the documents to: Steven Lauricella Citi Fax: 212-816-2265 Faxing and Mailing of Documents Mail original Supplier Agreement, Setup Form, and Bank Attachment to: Steven Lauricella Citi 388 Greenwich Street, 25th Floor New York, NY 10013 IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT AT CITIBANK N.A. To help the United States Government fight terrorism and money laundering, Federal law requires us to obtain, verify, and record information that identifies each business or entity that opens an account or establishes a relationship. What this means for you: when you open an account or establish a relationship, we will ask for your business name, a street address, a tax identification number, and other information that Federal law requires us to obtain. We appreciate your cooperation. 2008 Citibank, N.A. All rights reserved. Citi and Arc Design and Citibank is a trademark and service mark of Citigroup Inc., used and registered throughout the world. FX 3.0 M 1
FOREIGN EXCHANGE SUPPLEMENT TO SUPPLIER AGREEMENT Supplier s Legal Company Name (please complete): This Foreign Exchange Supplement to Supplier Agreement ( Supplement ) between the Supplier named above and Citibank, N.A. ( Citibank ) supplements the Supplier Agreement, dated as of (month/day/year written out), between such two parties, and sets forth the agreement of the parties on the procedures, terms and conditions pursuant to which Citibank may provide the foreign exchange service (the Service ) described below and as further described in any related materials delivered to the Supplier from time to time (collectively, the Materials ). Capitalized terms not defined in this Supplement have the meanings accorded such terms in the Supplier Agreement. A. Foreign Exchange Conversion: Citibank will automatically on behalf of Supplier convert payments ( Payments ) due to Supplier under the Supplier Agreement from U.S. Dollars into the currency designated by Supplier. Such Payments will be transferred electronically to the Supplier s bank within three business days of the date otherwise payable under the Supplier Agreement, except as noted below in paragraph C. Once the Supplier s bank receives the Payment, it will process the transfer of the Payment to the Supplier s account as per the local timelines and processing rules. Consequently, due to local bank processing delays, it may take Suppliers longer than the stipulated three business days to receive funds in their local currency. B. Foreign Exchange Rates: Payments will be converted using foreign exchange rates determined by Citibank in its reasonable discretion. Upon completion of each foreign exchange transaction, Suppliers will be able to view, by way of a web-based portal or otherwise, the exchange rate used and the resulting amount transferred to Supplier s bank. C. Special Currencies: Funds transfers in certain currencies may, at Citibank s option due to local clearing restrictions, be paid by check. Certain currencies may have minimum amount limitations or other limitations or may require special processing, any of which could delay payment beyond the three business days specified in paragraph A above. In such cases Citibank shall make payment as expeditiously as reasonably practicable. In the event Citibank determines that it is not practicable to make payment in a currency selected by Supplier, Citibank may remit funds in U.S. Dollars. With respect to any check issued as a Payment, the laws of the jurisdiction in which such check is presented for payment to its drawee, as set forth on the face of the check, will govern the handling of such check for all purposes, including presentation, payment, collection or return. D. Fees: There will be no separate transaction fees for the Service, subject to change by Citibank in its sole discretion at any time upon 30 days written notice to Supplier. E. Costs and Taxes: Supplier will be responsible for any charges, fees, taxes or any other costs assessed by Supplier s bank, any correspondent bank, financial institution, governmental entity or other third party in connection with Supplier s use of the Service. F. Termination: Either party may terminate the Service for any reason, upon five business days notice. G. Miscellaneous: This Supplement shall be read together with, and form an integral part of, the Supplier Agreement. In the event of a conflict between the terms of this Supplement and the Supplier Agreement or the Materials, this Supplement will prevail. Each Payment will be subject to any applicable clearing house, wire transfer or other rules. IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of the date and year written. (Supplier s Legal Company Name) CITIBANK, N.A. By: (Signature) Name (printed): Title: Date: By: (Signature) Name (printed): Title: Date: 2008 Citibank, N.A. All rights reserved. Citi and Arc Design is a trademark and service mark of Citigroup Inc., used and registered throughout the world. FX 3.0 M 2
Setup Form New Supplier Account Setup This Setup Form should be used to manually manage your receivables account via the system. All fields are to be completed in English. Those marked with * are mandatory. Please type or print clearly in black or dark blue ink. 1. Company Details * Company Name (Full, legal registered name, including any suffix, such as Ltd. Identify any DBA in parentheses): * Company Registration No.: * State (Province) and Country Company is Incorporated or Registered In: * Address of Company Headquarters: * City: State/Province: * Postal Code: * Country: Main Phone Number: Company Website Address/URL: 2. Company Bank Account Details (for directing discounted proceeds) Attach original voided check or copy of bank statement or bank letter. See page 4 for details. * Bank Name: * Account Number: * Bank Account Name: * Bank Account Type (for US Accounts, tick the relevant account type) : Checking Savings Not Applicable * Routing No. (US-ABA), Bank Branch Code or IBAN No. (INTL) * SWIFT/UID Code: * Address: * City: State/Province: * Postal Code: Intermediary Bank Name: CHIPS/SWIFT No.: 3. Company Primary Contact Details (for service-related matters) : : : * : * Telephone No. & Ext.: * Fax Number: : * Address (street, city and state/province): * Postal Code: * Country: * Is Primary Contact also to be a User of the system? Yes No * If yes, please complete user section of Setup Form. Supplier s Authorized Signatory * Signature: Signature: * Name (printed): Name (printed): * Date: Date: 2008 Citibank, N.A. All rights reserved. Citi and Arc Design and Citibank are trademarks and service marks of Citigroup Inc. or its affiliates, used and registered throughout the world. Referring Buyer Co.: UTC Supplier Control No.: UTC FX 3.0 M 3
Setup Form - Bank Account Attachment PLEASE ATTACH 1 OF THE FOLLOWING: An original voided check with printed company name* A bank statement including bank name, account name and account number A signed letter from your bank on bank letterhead verifying the account name, account number and routing number * If attaching a check to this page, please use tape, not staples. FX 3.0 M 4
Setup Form New Supplier Account Setup This Setup Form should be used to manually manage your receivables account via the system. All fields are to be completed in English. Those marked with * are mandatory. Please type or print clearly in black or dark blue ink. 4. *Currency Selection (select ONLY one currency) Australian Dollar (AUD) Euro (EUR) Korean Won (KRW) Swedish Krona (SEK) Canadian Dollar (CAD) Hong Kong Dollar (HKD) New Zealand Dollar (NZD) Swiss Franc (CHF) Czech Koruna (CZK) Indian Rupee (INR) Norwegian Krone (NOK) U.K. Pound Sterling (GBP) Danish Krone (DKK) Japanese Yen (JPY) Singapore Dollar (SGD) U.S. Dollar (USD) Other: Citibank will be able to convert USD payments in over 130 currencies, several of which are considered tertiary. Tertiary currencies may have minimum amount limitations and other limitations. In addition, they may require special processing, which could delay delivery to the beneficiary frequently as long as 7-10 days. Payments volume in these currencies may be subject to review. Examples of such include MOP, SRD, and TWD. Other local restrictions may apply. Please note, due to existing currency regulations, we are currently not making payments in Brazilian Real (BRL) and Chinese Yuan Renimibi (CNY). 5. User Details (individuals requiring access to the system). Individual User 1 Individual User 2 Individual User 3 Supplier s Authorized Signatory * Signature: Signature: * Name (printed): Name (printed): * Date: Date: 2008 Citibank, N.A. All rights reserved. Citi and Arc Design and Citibank are trademarks and service marks of Citigroup Referring Buyer Co.: UTC Inc. or its affiliates, used and registered throughout the world. Supplier Control No.: UTC FX 3.0 M 5