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UCP 600 Part I

UCP 600Understanding & ApplicationPart IVictor Pena Vice President Americas Regional Trade AdvisorGlobal Transaction ServicesCash Management Trade Services and Finance Securities Services Fund Services

2“These materials are provided for educational and illustrative purposes only and not as a solicitation by Citigroup for any particular product or service.Furthermore, although the information contained herein is believed to be reliable, the following does not constitute legal advice, and Citigroup makes no representation or warranty as to the accuracyor completeness of any information contained herein or otherwiseprovided by it.”

3UCP 600 Understanding & ApplicationSession I: Review History & Process Comparison with UCP 500 Overview of UCP 600 Articles (1 - 16)Session II (to be offered at future date): Overview of UCP 600 Articles (17 – 39) Other Related UCP Documents What Needs to Be Done To Prepare

4 The UCP is the work of the ICC, a private international organization founded in 1919.Formulated entirely by experts in the private sector. It remains, to date, the most successful set of private rules for trade ever developed. UCP 600 – Sixth (6th) revision since it’s inception by theInternational Chamber of Commerce in 1933First UCP - No. 82UCP revised - No. 151UCP revised - No. 222UCP revised - No. 290UCP revised - No. 400UCP revised - No. 5001933 19511962197419831993UCP revised - No. 6002007 Review History & Process

5Review History & Process Drafting Group and Consulting Group established after approval given by ICC Banking Commission in May 2003 Tasked to completely review UCP500 from a technical perspective (not line by line), to see what could be changed, if anything, to reduce queries and negate need for repetition and dispute Included in review - ICC Opinions, Decisions, DOCDEX cases, legal decisions, URR525, ISP98 and eUCP– Nearly 60% of all ICC Opinions concerned seven articles in UCP 500*– Seventeen articles have none, one or two Opinions – Over 60 DOCDEX cases

6Review History & Process *Seven Articles that have lead to nearly 60% of ICC Opinions are:- Article 9 Liability of Issuing and Confirming Banks- Article 13 Standard for Examination of Documents- Article 14 Discrepant Documents and Notice- Article 21 Unspecified Issuers of Contents of Documents- Article 23 Marine/Ocean Bills of Lading- Article 37 Commercial Invoices- Article 48 Transferable Credits

7Review History & Process Over 5000 comments reviewed Drafting Group (9 members) met on 15 occasions Consulting Group (41 members from 26 countries) 45/50 countries actively participated in 4 or more drafts ICC National Committees were requested to vote on issues such as:– “On its face”, “Reasonable time”, “Negotiation” - leave out or retain– Introduction of new articles, splitting of others, “parties” or “banks”, – Discounting of deferred payment undertakings” – Degree of review for “inconsistency” or “non conflicting” 7 reviews by the ICC Banking Commission ICC unanimously approved 2007 Revision on 25th October 2006

8 New terminology, concepts & wording introduced Re-organization of the rules Substantive & cosmetic changes Improved clarity, yet created new ambiguityIrrevocableIrrevocableIrrevocableIndependentIndependentIndependentDocumentaryDocumentaryDocumentaryWhat’s not changed …Comparison with UCP 500

9Comparison with UCP 500UCP 600 (39 Articles) New:– Article 2 Definitions– Article 3 Interpretations– Article 9 Advising of Credits & Amendments– Article 12 Nomination– Article 15 Complying Presentation– Article 17 Original Documents & CopiesUCP 500 (49 Articles) Not included in new Revision:– Article 5 Instructions to Issue/Amend Credits– Article 6 (part) Revocable– Article 8 Revocation– Article 12 Incomplete or Unclear Instructions– Article 38 Other Documents– Articles 2,6,9,10,20,21,22, 30,31,33,35,36,46,47 content merged or amalgamated

10Comparison with UCP 500No Change from UCP 500 legal status Rules apply to LC by incorporation into the LC - not by operation of the law Rules may be overridden by express terms in the L/C Rules are subject to interpretation by national courts

11General Provisions and Definitions 1 - 5Liabilities and Responsibilities 6 - 13Examination of Documents 14 - 17Documents 18 - 28Miscellaneous Provisions 29 - 33Disclaimers 34 - 37Transferable Credit & Assignment 38 - 39UCP 60039UCP 50049v.v.Overview of UCP 600 Articles

12Overview of UCP 600 Article 1  Still applicable to Standbys No reference to “unless otherwise stipulated in the credit” here and elsewhere in the 2007 Revision  Applicable when the credit expressly indicates that is subject to these “rules” - (SWIFT changes have been made to bring in line)  “Binding on all parties unless modified or excluded by the terms of the L/C “Application of UCP

13Use of SWIFT:This credit is subject to the Uniform Customs and Practice for Documentary Credits, 2007 Revision, ICC Publication No. 600.This credit is subject to UCP 60040E: Applicable RulesUCP LATEST VERSIONUse of telex or letter:Examples of express indication:Overview of UCP 600 Article 1

14Examples of an exclusion or modification to a rule:Contrary to article 32 of the UCP, this credit remainsvalid for subsequent installments despite any shipment or drawing not made within the period allowed.Sub-Article 28(c) does not apply.Documents must not be dated earlier than the date ofthe issuance of this credit.Overview of UCP 600 Article 1

15A Advising bank H HonourApplicantB Banking dayBeneficiaryC Complying presentationConfirmationConfirming bankCreditI Issuing bankN NegotiationNominated bankP PresentationPresenterBanking dayHonourNegotiationPresenterPresentationComplying presentationNominated bankArticle 2 – Definitions (UCP 500 - Part of Art. 2, 7, 9, & 10)NEWCertain terms are defined, so that they provide references whensuch terms are used in the articlesOverview of UCP 600 Article 2

16Banking Day Day on which a bank is regularly open for performance of an act subject to these rulesTrade Dept.Trade Dept.Banking HallBanking HallSATURDAYSATURDAYOverview of UCP 600 Article 2

17Complying Presentation Presentation in accordance with– Terms & conditions of the credit– Applicable UCP provisions– International standard banking practiceWhat is international standard banking practice ? Is it referring to the “ISBP” ?Overview of UCP 600 Article 2

18 HonourPay at sightIncur deferred payment undertakingPay at maturityAccept bill of exchangePay at maturityFor credit available by …Ö Sight paymentÖ Deferred paymentÖ Acceptance  Negotiation– Purchase by the nominated bank of drafts (drawn on another bank) and/or documents under a complying presentation,– By advancing or agreeing to advance funds to beneficiary, on or before the banking day on which reimbursement is due to thenominated bank.Overview of UCP 600 Article 2

19Nominated Bank The bank with which the credit is available, or any bank in the case of a freely available creditBeneficiaryAdvising BankIssuing BankIssuing AdvisingNominated BankNominated BankL/C available with any bankAny bank is a nominated bankNominated BankRestricted L/CBank named in the L/COverview of UCP 600 Article 2

20 Presentation– Delivery of documents to issuing bank or nominated bank; or– The documents so delivered Presenter– Party that makes a presentationPresenterPresentationBeneficiaryNominatedBankIssuingBankPresentationPresenterOverview of UCP 600 Article 2

21Article 3 – Interpretations (UCP 500 - Art. 47 & part of Art. 2, 20, 46) Where applicable, words in the singular include the plural and vice versa.Ö No more “(s)” - “Document” instead of “Document(s)”30 days from shipment date 30 days after shipment date=Shipment date: 1 AUG 2007 Maturity date: 31 AUG 2007 For determining maturity date, the words “from” and “after”exclude the date mentioned (ISBP – 45,d) A credit is irrevocable even if no indication to that effect.NEWNEWNEWNEWOverview of UCP 600 Article 3

22 For determining a period of shipment, the words “from” and “after” have different meanings– “From” includes the date mentioned– “After” excludes the date mentionedShipment to be effectedShipment to be effectedfromfromAugust 10thAugust 10thEarliest shipment dateEarliest shipment dateis August 10this August 10th==Shipment to be effectedShipment to be effectedafter after August 10thAugust 10thEarliest shipment dateEarliest shipment dateis August 11this August 11th==Overview of UCP 600 Article 3

23 Independence Principle - L/C is a separate transaction from the underlying contract Banks should discourage any attempt to include contract as integral part of L/CContract No.123Contract No.123L/CL/CDetails as per Contract Details as per Contract No.123, which is No.123, which is appended and forms an appended and forms an integral part of the credit. integral part of the credit. DiscouragedDiscouraged????Article 4 - Credits v. Contracts(UCP 500 - Art. 3)NEWOverview of UCP 600 Article 4

24Overview of UCP 600 Article 5Article 5 - Documents v. Goods/Services/Performance (UCP 500 - Art. 4) Banks deal with documents and not with goods, services or performances to which the documents may relate.  In Credit operations all parties concerned deal with documents, and not with goods, services and/or other performances to which the documents may relate. (UCP 500 Article 4)

25Article 6 - Availability, Expiry Date and Place for Presentation(UCP 500 - Art.42 and part of Art. 9,a,b, 10) L/C must …– State the bank with which it is available, or that it is available with any bank (available with a nominated bank also available withthe issuing bank)– State that it is available by sight payment, deferred payment, acceptance or negotiation– Not be available by draft on applicantExamples:Available with issuing bank by deferred paymentAvailable with Bank XYZ by paymentAvailable with any bank by negotiationOverview of UCP 600 Article 6

26 Place for presentation– Bank with which the L/C is available, or– Any bank, if the L/C is available with any bank, and– Issuing bankL/C available with any bank L/C available with Bank XYZ1.1.Any bankAny bank2.2.Issuing bankIssuing bank1.1.Bank XYZBank XYZ2.2.Issuing bankIssuing bankPlace for presentationPlace for presentation Expiry dateÖ Last day for presentation of documentsOverview of UCP 600 Article 6

27Article 7 – Issuing Bank Undertaking (UCP500 – part of Art. 9,a) Honour complying presentation made to nominated bank or to issuing bank itself Reimburse nominated bank that has honoured/negotiated and forwarded complying documents to issuing bank Issuing bank’s undertaking to reimburse nominated bank is independent of its undertaking to beneficiary Irrevocably bound as of the time L/C is issued For usance L/C, reimbursement is due at maturity of deferred payment undertaking or acceptance, whether or not nominated bank prepaidor purchased before maturityNEWNEWOverview of UCP 600 Article 7

28Article 8 – Confirming Bank Undertaking (UCP500 - 9,c and part of Art.9,b) Honour a complying presentation, or negotiate without recourse Reimburse nominated bank that has honoured/negotiated and forwarded complying documents to confirming bank Confirming bank’s undertaking to reimburse nominated bank is independent of its undertaking to beneficiary Irrevocably bound as of the time of confirmation For usance L/C, reimbursement is due at maturity of deferred payment undertaking or acceptance, whether or not nominated bank prepaid or purchased before maturityNEWNEWOverview of UCP 600 Article 8

29Article 9 - Advising of Credits and Amendments (UCP500 - Art.7, 11,b) By advising an L/C, the advising bank signifies:– Its without any undertaking to honour or negotiate– It has satisfied itself as to the apparent authenticity of the L/Cor amendment– The advice accurately reflects the L/C’s terms and conditions An advising bank may utilize the services of another bank to advise the credit - second advising bankL/CAvailable with: Any BankBy: NegotiationReimburse: Claim at sighton Bank XYZ, New York BranchAdviceAvailable with: Advising BankBy: NegotiationReimburse: Advising Bankholds special reimbursement instructionNEWNEWOverview of UCP 600 Article 98

30Article 10 – Amendments (UCP500 - Art. 9,d) Amendment must be agreed to by the issuing bank, confirming bank, if any, and the beneficiary Issuing bank/Confirming bank is irrevocably bound as of time ofissuance and advising of amendment Confirming bank must inform issuing bank of election not toextend confirmation to an amendment and may advisebeneficiary of amendment without it’s confirmation Notification of acceptance or rejection received should be givenby second advising bank to the advising and the advising bank to the issuing bank  Partial acceptance = Notice of rejection NEWOverview of UCP 600 Article 10

31 Disregard any provision that the amendment shall be in force unless rejected by beneficiary within certain timeDisregardAmendment No.1- Amount reduced by USD100,000.00This amendment shall be in force unless rejected by beneficiary on or before 30 Nov 2007.Silence = ConsentNEWOverview of UCP 600 Article 10

32 Presentation that complies with the credit and not yet accepted amendment – deemed to be beneficiary’s acceptance of the amendmentUS$150,000US$150,000Ship by 20 AUGShip by 20 AUG77Partial shipments Partial shipments allowedallowedDate: 1 JUL 07Date: 1 JUL 07Original L/COriginal L/CAmt. reduced to Amt. reduced to US$100,000US$100,000Ship by 20 JUL 07Ship by 20 JUL 07Date: 4 JUL 07Date: 4 JUL 07AmendmentAmendmentUS$100,000US$100,000Shipped 20 JUL 07Shipped 20 JUL 07DocumentDocumentComplying Complying Deemed accepted ?Overview of UCP 600 Article 10

33Article11 – Teletransmitted and Pre-Advised Credits and Amendments(UCP 500 - Art. 11,a,c) Authenticated teletransmission of credit and amendment deemed to be operative, unless otherwise stated. If teletransmission states “full details to follow” (or words of similar effect), issuing bank must then issue the operative credit or amendment in terms not inconsistent with the teletransmission Preliminary advice of issuance of a credit or amendment obligatesthe issuing bank to issue the operative credit or amendment.Overview of UCP 600 Article 11

34Article 12 – Nomination (UCP500 - Art. 10,c) By nominating a bank to accept a draft or incur a deferred payment undertaking, an issuing bank authorizes that nominated bank to prepay or purchase a draft accepted or a deferred payment undertaking incurred by that nominated bankL/CAvailable with Citibank N.A. by deferred paymentat 90 days after date of shipmentCitibank N.A. is authorized to :1. Incur a Deferred Payment Undertaking (“DPU”); and2. “Prepay” its DPU (ie early payment before maturity) Nomination does not obligate nominated bank to honourNEWOverview of UCP 600 Article 12

35Article 13 – Bank to Bank Reimbursement Agreements (UCP500 - Art.19) If a credit states that reimbursement is to be obtained from a reimbursing bank, it must state if the reimbursement is subject to the ICC rules for bank-to-bank reimbursements in effect on the date of issuance of the credit.Overview of UCP 600 Article 13

36Article 14 - Standard for Examination of Documents (UCP 500 - Art. 13, 21, 22) Must examine documents on their face to determine compliance  Other than the commercial invoice, description of goods, servicesor performance, may be stated in general terms Disregard documents not required by L/C and may be returned Disregard non-documentary condition Documents may be dated prior to issuance date of LC, but notlater than date of presentationOverview of UCP 600 Article 14

37 UCP 500: Reasonable time, not to exceed SEVEN banking days following the day of receipt of documents0011223344XXXX55UCP 600UCP 6000011223344XXXX556677UCP UCP 500500MMTuTuWWThThFFSaSaSSMMTuTuWW UCP 600: Max. of FIVE banking days following day of presentation. Not curtailed or affected by other events.What is reasonable ?What is reasonable ?Overview of UCP 600 Article 14

38Presentation Period Presentation including an original transport document must be made not later than 21 calendar days after date of shipment Transport document - Subject to Articles 19-25UCP 500UCP 500 … Every Credit which calls for a transport document should also stipulate a specified period of time after the date of shipment during which presentation must be made … No later than 21 days after shipment, if no such time period is stipulated Transport document – As defined in Articles 23-29Overview of UCP 600 Article 14

39Data Not Conflicting Data in a document must not conflict with data in that document, other stipulated documents or the L/CUCP 500UCP 500 Documents which appear on their face to be inconsistent with one another will be considered as not appearing on their face to be in compliance with the terms and conditions of the Credit.Overview of UCP 600 Article 14

40Unspecified Issuer or Content Other than invoice, transport document or insurance document, banks will accept the document if (1) its content appears to fulfill the function, and (2) it complies with 14(d) Example: L/C calls for Inspection CertificateGoods have been inspected and are certified to be in order.SignedDatedGoods have been inspected and are certified to be in order.SignedDatedInspection Inspection CertificateCertificateGoods are certified to be of Singapore origin.SignedDatedInspection Inspection CertificateCertificateüüûûüü1 AUG 20071 AUG 20071 AUG 20071 AUG 20071 AUG 20071 AUG 2007Overview of UCP 600 Article 14

41Addresses of Beneficiary & Applicant Need not be the same between stipulated documents & the credit; but Must be within the same country as in the credit Disregard contact details of beneficiary and applicant (fax, phone, email) stated in the credit (ISBP 61) However, if they form part of consignee and notify party details intransport document, applicant’s contact details must be as stated in the creditNEWOverview of UCP 600 Article 14

42Letter of CreditLetter of CreditApplicant: ABC Inc.Applicant: ABC Inc.3 3 TemasekTemasekAvenueAvenue1616--00 Centennial Tower00 Centennial TowerSingapore 039190Singapore 039190Fax No. 6328 5201Fax No. 6328 5201B/L to notify applicantB/L to notify applicantInvoiceInvoiceBill to: Bill to: ABCABCInc.Inc.10 Coleman Street10 Coleman StreetSingapore 179809Singapore 179809Fax No. 6328 5464Fax No. 6328 5464Bill of LadingBill of LadingNotify: ABC Inc.Notify: ABC Inc.10 Coleman Street10 Coleman StreetSingapore 179809Singapore 179809Fax No. 6328 5464Fax No. 6328 54648899Bill of LadingBill of LadingNotify: ABC Inc.Notify: ABC Inc.3 3 TemasekTemasekAvenueAvenue1616--00 Centennial Tower00 Centennial TowerSingapore 039190Singapore 039190Fax No. 6328 5201Fax No. 6328 520199Overview of UCP 600 Article 14

43Shipper, Consignor, Transport Document Issuer Shipper or consignor of goods indicated on any documents need not be the L/C beneficiary, but must be consistent among all documents Transport document may be issued by party other than carrier/ owner/ master/ charterer, provided it meets the requirements of articles 19, 20, 21, 22, 23 or 24L/CL/CBeneficiary: ABC Co. Ltd.Beneficiary: ABC Co. Ltd.Bill of LadingBill of LadingShipper: XYZ Co. Ltd.Shipper: XYZ Co. Ltd.99Certificate of OriginCertificate of OriginShipper: XYZ Co. Ltd.Shipper: XYZ Co. Ltd.99NEWCertificate of OriginCertificate of OriginShipper: ABC Co. Ltd.Shipper: ABC Co. Ltd.88Overview of UCP 600 Article 14

44Issuing bank determinesa presentation is complyingIssuing bank determinesa presentation is complyingIt must honourand release documents tothe applicantIt must honourand release documents tothe applicantWhenWhen……Confirming bank determines a presentation is complyingConfirming bank determines a presentation is complyingIt must honour or negotiate and forward documents to issuing bankIt must honour or negotiate and forward documents to issuing bankNominated bank determines a presentationis complying, and honours or negotiatesNominated bank determines a presentationis complying, and honours or negotiatesIt must forward documents to confirmingbank or issuing bankIt must forward documents to confirmingbank or issuing bankWithoutdelayArticle 15 – Complying Presentation NEWOverview of UCP 600 Article 15

45 Notice of refusal must be given no later than close of the fifth banking day following day of presentation Failing to act in accordance with this article precludes the bank from claiming the presentation does not comply After providing notice of refusal– The bank may return documents to presenter at any time– Issuing bank or confirming bank may claim refund for any reimbursement made, with interestArticle 16 – Discrepant Documents, Waiver and Notice (UCP 500 – Art. 14,b,c,d,e)  Nominated/Confirming/Issuing bank may refuse to honour ornegotiate discrepant documents Issuing bank, in its sole judgment approach applicant for waiverNEWOverview of UCP 600 Article 16

46 Single Notice of Refusal must state:– the bank is refusing to honour or negotiate, – each discrepancy in respect of the refusal, and– one of the following:The bank is holding documents pending presenter’s further instructionsThe bank is returning the documentsThe bank is acting in accordance with instructions previously received from the presenterThe issuing bank is holding documents until it receives waiver from applicant and agrees to accept it, or receives further instructions from presenter prior to agreeing to accept the waiverNEWNEWNEWNEWOverview of UCP 600 Article 16

47 Notice of Refusal: “The issuing bank is holding documents until it receives waiver from applicant and agrees to accept it, or receives further instructions from presenter prior to agreeing to accept the waiver.”IssuingIssuingBankBankApplicantApplicantBeneficiaryBeneficiaryWaiverRequest for return of documentsAccepts waiverNotice of Refusal1122XX33Overview of UCP 600 Article 16

48 Notice of Refusal: “The issuing bank is holding documents until it receives waiver from applicant and agrees to accept it, or receives further instructions from presenter prior to agreeing to accept the waiver.”IssuingIssuingBankBankApplicantApplicantBeneficiaryBeneficiaryWaiverNotice of Refusal11Accepts waiver332244Request for return of documentsNotice of acceptanceOverview of UCP 600 Article 16

49Important Timelines (UCP 600 14, 15 and 16) Document Examination: – Max. 5 banking days following the day of presentation Complying Presentation: – When an issuing bank determines that a presentation is complying, itmust honour Refusal: – Notice of refusal by the close of the fifth banking day following the day of presentationOverview of UCP 600 Article 16

50Any Questions?Our Technical Trade Specialists are happy to answer your technical LC questions. Please mention that you attended our Webinar!Barbara Fernandez in Tampa, FLPhone: 1-813-604-7088E-Mail: barbara.e.fernandez@citigroup.comVictor Pena in Tampa, FLPhone: 1-813-604-7042E-Mail: victor.a.pena@citigroup.comOur Trade Bankers are available to provide additional information about our trade services, our trade finance capabilities, and our global network. Please contact:John Ladany in New York, NYPhone: 1-212-816-1069E-Mail: john.ladany@citigroup.com

51Citigroup's Corporate and Investment Bank ("CIB") maintains a policy of strict compliance to the anti-tying provisions of the Bank Holding Company Act of 1956, as amended, and the regulations issued by the Federal Reserve Board implementing the anti-tying rules (collectively, the "Anti-tying Rules"). Moreover, our credit policies provide that credit must be underwritten in a safe and sound manner and be consistent with Section 23B of the Federal Reserve Act and the requirements of federal law. Consistent with these requirements, and the CIB's Anti-tying Policy:• You will not be required to accept any particular product or service offered by Citibank or any Citigroup affiliate as a condition to the extension of commercial loans or other products or services to you by Citibank or any of its subsidiaries, unless such a condition is permitted under an exception to the Anti-tying Rules. • CIB will not vary the price or other terms of any Citibank product or service based on the condition that you purchase any particular product or service from Citibank or any Citigroup affiliate, unless we are authorized to do so under an exception to the Anti-tying Rules. • CIB will not require you to provide property or services to Citibank or any affiliate of Citibank as a condition to the extension of a commercial loan to you by Citibank or any Citibank subsidiary, unless such a requirement is reasonably required to protect the safety and soundness of the loan.• CIB will not require you to refrain from doing business with a competitor of Citigroup or any of its affiliates as a condition to receiving a commercial loan from Citibank or any of its subsidiaries, unless the requirement is reasonably designed to ensure the soundness of the loan.Although the information contained herein is believed to be reliable, we make no representation as to the accuracy or completeness of any information contained herein or otherwise provided by us. The ultimate decision to proceed with any transaction rests solely with you. We are not acting as your advisor or agent. Therefore, prior to entering into any proposed transaction you should determine, without reliance upon us or our affiliates, the economic risks and merits, as well as the legal, tax and accounting characterizations and consequences of the transaction, and independently determine that you are able to assume these risks. In this regard, by acceptance of these materials, you acknowledge that you have been advised that (a) we are not in the business of providing legal, tax or accounting advice, (b) you understand that there may be legal, tax or accounting risks associated with the transaction, (c) you should receive legal, tax and accounting advice from advisors with appropriate expertise to assess relevant risks, and (d) you should apprise senior management in your organization as to the legal, tax and accounting advice (and, if applicable, risks) associated with this transaction and our disclaimers as to these matters. The terms set forth herein are intended for discussion purposes only and subject to the final expression of the terms of a transaction as set forth in a definitive agreement and/or confirmation. This proposal is neither an offer to sell nor the solicitation of an offer to enter into a transaction. Our firm and our affiliates may act as principal or agent in similar transactions or in transactions with respect to instruments underlying a proposed transaction.Notwithstanding any other provision herein, you and Citigroup hereby agree that each party (and each employee, representative, or other agent of each party) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to each party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

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