Working Capital Financing Agreement No. (place, date)

Transcription

1 Working Capital Financing Agreement No. (place, date) Special provisions Borrower Name Single reg. No. Phone Legal address Representative Fax Postal address Bank Account No. Grain Buyer Name Single reg. No. Phone Legal address Representative Fax Postal address Bank Account No. Financier Name Single reg. No. Phone Legal address Representative Fax Postal address Bank Account No. Agreement conditions Loan amount, currency Annual interest rate Commission fee Interest payment dates Principal amount repayment date Grain Purchase Agreement No. Other conditions Signatures Borrower Grain Buyer Financier

2 GENERAL PROVISION OF THE WORKING CAPITAL FINANCING AGREEMENT 1. In accordance with this Agreement concluded by the Parties the Financier shall lend the money to the Borrower, therefore financing his economic activity (hereinafter Financing). In accordance with this Agreement the Borrower shall repay Financing within the term mentioned in the Special Provisions, binding the Grain Buyer with the obligation to repay it on behalf of the Borrower to the Financier from the sums payable by the Grain Buyer to the Borrower for the delivered agricultural products (grain) in accordance with the grain purchase agreement(s) specified in the Special Provisions and attached to this Agreement as the Annex (hereinafter Grain Purchase Agreement), this way reducing to the extent of the mentioned sum the Grain Buyer s obligations to the Borrower arising from the Grain Purchase Agreement. 2. Financing shall be provided by transferring Financing sum to the bank account specified by the Borrower, within 5 days after this Agreement is signed and the commission fee is paid. 3. The parties agree that the Borrower shall pay interest for the use of Financing to the Financier on the dates set out in the Special Provisions in accordance with invoices issued by the Financier. When the Borrower fulfils the Grain Purchase Agreement and has acquired the claim against the Grain Buyer to the extent of the delivered agricultural products (grain), all the payments arising from this Agreement shall be repaid in the following way: The Grain Buyer shall repay to the Financier all the Borrower s obligations arising from this Agreement, acting in the name of and on behalf of the Borrower, within 10 (ten) working days after a consignment note under the Grain Purchase Agreement is signed. The Parties agree that the abovementioned Grain Buyer s obligation to pay to the Financier instead of the Borrower is valid only if the Borrower has delivered grain to the Grain Buyer and the Grain Buyer in those circumstances has obtained an obligation to make payment for this delivery. At the moment of payment the Parties shall sign a trilateral settlement act. 4. Obligations arising from this Agreement shall be additionally secured with pledge of the following Borrower s claims: The Borrower shall pledge in favour of the Financier those claims which will arise against the Grain Buyer with regard to the fulfilment of the Grain Purchase Agreement. The maximum allowed amount of pledged claims shall not exceed double Financing amount. 5. The Grain Buyer s (representative s) signature on the consignment note issued under the Grain Purchase Agreement certifies that the Grain Buyer has received and accepted the grain indicated therein without any objections. All disputes related to the Grain Purchase Agreements, consignment notes thereof and/or the goods mentioned in consignment notes shall be resolved between the Borrower and the Grain Buyer, and shall in no way affect the validity of this Agreement and the Borrower s proper fulfilment of the obligations arising from this Agreement. If the Grain Buyer has received the grain from the Borrower under the Grain Purchase Agreement but has not made payment to the Financier on behalf of the Borrower within the time and in the manner prescribed in Art.3, the Grain Buyer shall be jointly and severally liable together with the Borrower to the Financier for the Borrower s fulfilment of the obligations arising from this Agreement. 6. Before the Grain Buyer makes any payment to the Borrower under the Grain Purchase Agreement, he is obliged to be assured by the Financier how big the Borrower s debt to the Financier is in accordance with this Agreement. The Financier shall provide the Grain Buyer, within 3 (three) working days after such a request is received, with a report on the Borrower s debt sum (hereinafter Debt report) which is binding for the Grain Buyer. The Grain Buyer shall take no responsibility on the accuracy of the sum mentioned in

3 the Debt report and any Borrower s objections in this connection shall be raised only to the Financier. The Grain Buyer shall be considered to have fulfilled the obligations of the agreement at the moment when he transfers the amount mentioned in the Debt report to the Financier. If the Grain Buyer fails to observe the abovementioned procedure and makes any payment to the Borrower, despite the fact that the Borrower has not met his obligations to the Financier, the Grain Buyer shall be jointly and severally liable together with the Borrower to the Financier for the Borrower s fulfilment of the obligations arising from this Agreement. 7. The Borrower is obliged to pay commission fee and interest for the provided Financing which are mentioned in the Special Provision of the Agreement under the electronic invoices issued by the Financier which are valid without a signature of the person who issued it. The interest shall be calculated starting from the day when the Financier provides Financing. Calculation of interest shall be over: (1) on the day when the Borrower repays Financing to the Financier transferring the corresponding amount of money, or (2) if the Financier has received the repayment from the Grain Buyer, then after 10 (ten) working days, starting from the moment when the Borrower delivered the grain to the Grain Buyer under the Grain Purchase Agreement but no sooner than the Financier has received the full repayment. The Borrower is obliged to pay the interest to the Financier in accordance with the procedure specified in Art.3 hereof. Upon interest calculation, it is assumed that a year has 360 days. 8. Financing shall be repaid by the Borrower within the Agreement duration period specified in the Special Provisions. If the Borrower wishes to repay Financing earlier, he shall provide the Financier with an application on early Financing repayment at least 30 days in advance, and, once passed these 30 days, he shall make repayment to the Financier and no penalty interest for early repayment shall be imposed. 9. The Borrower is obliged to pay late-payment interest amounting to 0.25% (zero point twenty-five percent) per day of any delayed payment under this Agreement. Payment of the abovementioned late-payment interest does not relieve the Borrower from the obligation to make the correspondent payment. In addition to the abovementioned late-payment interest the Borrower shall reimburse all the Financier s expenses caused by collection of this payment, including lawyer expenditures, and any other expenses incurred by the Financier. 10. If the Borrower fails to make payments of the principal amount, calculated interests or any other payment under this Agreement timely and properly, and current due amount s payment period is delayed for more than ten (10) days, the Financier has the right to claim from the Borrower immediate repayment of all the Financing sums, calculated interests and any other sums payable under this Agreement, as well as to claim reimbursement for all the expenditures incurred by the Financier in this connection. 11. The Grain Buyer and Financer are entitled to verify the Borrower s reputation, financial standing and issues related to his economic activity. The Borrower shall immediately provide the Financier, upon his first request, with all reasonably requested information on the Borrower s financial standing and/or economic activity, submitting as well supporting documents. 12. If the Financier believes that the Borrower has violated any of the conditions hereof, or the Financier is aware of other facts that in Financier s opinion may affect the proper fulfilment of this Agreement (including when the Borrower has started reorganization or liquidation proceedings without consent of the Financier), the Financier shall have the right to withdraw unilaterally from his obligations

4 and claim immediately from the Borrower all the sums payable to the Financier under this Agreement, informing in written the Borrower and the Grain Buyer in this connection. If the Borrower is declared bankrupt or he starts reorganization or liquidation proceedings, or legal protection proceedings without the correspondent consent, a representative of the Borrower, who signed this Agreement, becomes the guarantor as a natural person of the Borrower s obligations hereof (in lieu of the principal debtor, i.e. as the principal debtor itself) since the bankruptcy is declared, or reorganization, liquidation, or legal protection proceedings are started, and the Financier has the right to claim Financing repayment immediately. 13. If the Borrower s legal form is a farm and the Borrower s representative under this Agreement is a farm owner, he shall personally guarantee, in lieu of the principal debtor, the fulfilment of the farm s obligations. 14. The Financier is entitled to transfer his rights and obligations arising from this Agreement to any third person without any consent to be given by the Borrower. The Borrower should be notified in written. After such written notification about the transfer of rights and obligations is received, the Borrower shall fulfill his obligations arising from this Agreement to the successor of the legal rights and obligations of the Financier. 15. The Borrower and the Grain Buyer shall have no right to make any changes, amendments or introduce any additions to the Grain Purchase Agreement(-s) without prior written consent of the Financier, and any of such changes, amendments and additions made without the Financier s consent shall be considered null and void. If the Grain Purchase Agreement has been amended, terminated or cancelled, the Borrower and the Grain Buyer shall be jointly and severally liable to the Financer for the fulfilment of the Borrower s obligations arising from this Agreement, as well as the Borrower shall pay to the Financier a one-time penalty amounting to 2% of the granted Financing sum. The Borrower shall have the right to pledge or tranfer his rights and obligations under this Agreement and/or Grain Purchase Agreement to a third party only upon prior written consent of the Financier and the Grain Buyer. 16. The Grain Buyer and Financier are entitled to mutually request and provide the information related to the Borrower in connection with this Agreement, as well as to collect other information about the Borrower in case of any doubts of the Borrower s ability to fulfil properly the conditions of this Agreement and Grain Purchase Agreement. If the Borrower fails to fulfil or improperly fulfils his payment obligations under this Agreement, the Financier shall have the right to provide a debt collection companies with the personal data of the Borrower in order to collect the missed payments. The Borrower authorizes the Financier to request and receive the information about the client and his representative(-s) both orally and in writing from any third person, as well as agrees that the information received may be transferred to affiliated companies of the Financier. If the Borrower under this Agreement is a private person, the Grain Buyer and the Financier shall use the personal data provided by the Borrower only for the purposes of fulfilment of the obligations hereof and shall proceed these data in a fair and lawful way. 17. If any charges, taxes or any other mandatory payments applicable due to legal acts amendments, adoption, renewal or a new explanation thereof are applied to Financing to be granted under this Agreement and/or to any other action specified herein, and/or such charges, taxes and mandatory payments get raised after the Agreement enters in force, the Borrower shall compensate such additional expenses no matter which party is obliged to make the corresponding payments under this legal act.

5 18. The Borrower shall inform in written the Grain Buyer and Financier within 5 (five) working days about the changes in data registered in the Companies Register and/or contact details (address, phone) happened during the term of this Agreement. All correspondence sent to the Borrower shall be considered as duly delivered to the Borrower if it is sent to the address specified herein or to a new address declared in written by the Borrower. 19. Financing currency is specified in the Special Provisions. All payments under this Agreement shall be made in the currency of Financing. If any payment is made in a different currency, the Borrower is obliged to reimburse the expenses caused to the Financier by the currency conversion. 20. If there is any conflict between the content of the Special Provisions and General Provisions, the conditions specified in the Special Provisions shall be applied. 21. The Financier and Borrower have agreed that if they are not able to resolve a dispute arising between them under this Agreement, such a dispute shall be resolved in the Commercial Dispute Arbitration Court in Riga, Latvia, in Latvian language, by one arbitrator, in accordance with its rules of arbitration. If the Grain Buyer is involved in a dispute as a plaintiff or defendant, the dispute between the Financier or Borrower and the Grain Buyer shall be resolved by the courts of the Republic of Latvia. 22. Additions and changes to the Agreement are valid if they are drawn up in writing and signed by all Parties. The Parties confirm that they are aware of the Special and General Provisions of this Agreement and fully agree with them. This Agreement has been signed in three original copies in accordance with the legislation of the Republic of Latvia. All original copies have the same legal effect, the first copy shall be kept by the Borrower, second one by the Grain Buyer, and third one by the Financier. On behalf of the Borrower: On behalf of the Grain Buyer: On behalf of the Financier:

6 SEASONAL FINANCING AGREEMENT No. (place, date) Special provisions Name Single reg. No. Phone Buyer Legal address Representative Fax Postal address Bank Account No. Name Single reg. No. Phone Legal address Representative Fax Seller Postal address Bank Account No. Name Single reg. No. Phone Legal address Representative Fax Financier Postal address Bank Account No. Assigned limit, currency Annual interest rate Commission fee Agreement conditions Interest payment dates Limit expiration date Grain Purchase Agreement No. Other conditions Buyer Seller Financier Signatures

7 GENERAL PROVISION OF THE SEASONAL FINANCING AGREEMENT 1. In accordance with this Agreement concluded by the Parties the Financier shall finance the fulfilment of the Purchase Agreements concluded between the Buyer and Seller (hereinafter Purchase Agreements) for acquisition of the agricultural raw materials for production and processing purposes, transferring to the Seller a sum which is equal to the purchase amount and does not exceed the limit specified in the Special Provisions (hereinafter Financing), this way obtaining a right to claim against the Buyer. In accordance with this Agreement the Buyer shall repay Financing within the term mentioned in the Agreement, binding the Seller with the obligation to repay it on behalf of the Buyer to the Financier from the sums payable by the Buyer to the Seller for the delivered agricultural products (grain) in accordance with the grain purchase agreement(s) specified in the Special Provisions and attached to this Agreement as the Annex (hereinafter Grain Purchase Agreement), this way reducing to the extent of the mentioned sum the Seller s obligations to the Buyer arising from the Grain Purchase Agreement. 2. An appropriate consignment note shall be issued for each acquisition performed between the Seller and Buyer. The Seller shall send for approval of the Financier each consignment note, which the Seller wishes to be financed under this Agreement with a copy containing a reference on transfer of the right to claim to the Financier. Transfer reference in a consignment note under the Purchase Agreement shall be as follows: "Claim under this invoice amounting to the invoice sum has been transferred to AgroCredit Latvia, Ltd. reg. no " and this reference shall be introduced into a consignment note upon its preparation, or be specifically stamped. The Financier is entitled to refuse financing the Purchase Agreement under this Agreement, if he has any objections against the Buyer and/or certain consignment note. If the Financier refuses to finance certain consignment note, the Buyer and/or Seller shall have no right to lay any claim against the Financier, including claims for compensation of loss (reduction of the existing property and/or loss of profit). The Financier shall have right to provide no Financing, if there are less than 90 days left until the limit expiration date. 3. Upon signing this Agreement, the Parties agree that the Financier acting on behalf of the Buyer acquires the Seller s claim rights against the Buyer within the limit specified in the Purchase Agreements and consignment notes issued by the Seller to the Buyer regarding the acquisition of the agricultural raw materials for production and processing purposes, paying to the Seller on behalf of the Buyer the sum mentioned in consignment notes or its part. The parties agree that the Buyer shall pay interest for the use of Financing to the Financier on the dates set out in the Special Provisions in accordance with electronic invoices issued by the Financier. The Parties agree that the invoices prepared electronically are valid without a signature of the person who issued it. If the Buyer has not received an invoice from the Financier 3 days before the payment is to be made, he shall notify the Financier in written in this connection. The Buyer shall have the right to receive invoices in paper form, sending a request to the Financier. The Financier shall send by post the requested information at the expense of the Buyer. When the Buyer fulfils the Grain Purchase Agreement and has acquired the claim against the Seller to the extent of the delivered agricultural products (grain), all the payments arising from this Agreement shall be repaid in the following way: The Seller shall repay to the Financier all the Buyer s obligations arising from this Agreement, acting in the name of and on behalf of the Buyer, within 10 (ten) working days after a consignment note under the Grain Purchase Agreement is signed. The Parties agree that the abovementioned Seller s obligation to pay to the Financier instead of the Buyer is valid only if the Buyer has delivered the grain to the Seller and the Seller in those circumstances has obtained an obligation to make payment for this delivery. At the moment of payment the Parties shall sign a trilateral settlement act. 4. Obligations arising from this Agreement shall be additionally secured with pledge of the following Buyer s claims: The Buyer shall pledge in favour of the Financier those claims which will arise against the Seller with regard to the fulfilment of the Grain Purchase Agreement. The maximum allowed amount of pledged claims shall not exceed double amount of the Financing limit. 5. The Buyer s (his representative s) signature on the consignment note issued under the Purchase Agreement certifies that the Buyer has received and accepted the goods indicated therein without any objections. The Seller s (his

8 representative s) signature on the consignment note issued under the Grain Purchase Agreement certifies that the Seller has received and accepted the grain indicated therein without any objections. All disputes related to the Purchase Agreements and Grain Purchase Agreements, consignment notes thereof and/or the goods mentioned in these consignment notes shall be resolved between the Buyer and Seller, and shall in no way affect the validity of this Agreement and the Buyer s proper fulfilment of the obligations arising from this Agreement. The Parties agree that in case of a dispute related to the Purchase Agreement and/or consignment notes, the Financier shall have right to request the Seller to repay the money previously transferred to the Seller under submitted consignment notes in connection with the respective Purchase Agreement (including, accrued interest, penalty fee and other expenses (if any)). After such a request is received, the Seller shall immediately repay the mentioned money to the Financier. 6. The Parties agree that until the Buyer has not fulfilled his obligations under this Agreement, the Seller shall have no right to assign his own credit limit to the Buyer for purchase of the goods on after-payment conditions which exceeds the allowable limit specified in the section Other conditions of the Special Provisions. If there are obligations arisen for the Buyer to the Seller within this credit limit, the Seller, fulfilling the obligation to pay for the delivered grain specified in the Grain Purchase Agreement, shall have right to withhold this amount from the Buyer on the basis of mutual setoff of liabilities, thus the Buyer s obligations to the Seller shall be considered as terminated. The remaining sum of which the Buyer has the claim against the Seller under the Grain Purchase Agreement, shall be used for fulfilment of the Buyer s obligations to the Financier in accordance with the conditions of this agreement. If the Seller assigns to the Buyer a credit limit exceeding the limit mentioned in the Special Provisions of this Agreement, the Seller shall have right to withhold the sum of the assigned credit limit exceeding maximum allowable limit indicated in the Special Provisions from the Buyer on the basis of mutual setoff of liabilities only after the Seller acting on behalf of the Buyer has satisfied Buyer s debt to the Financier, arising from this Agreement, in accordance with the procedure prescribed herein. When the Buyer has delivered the grain or rapeseed under the Grain Purchase Agreement, the Seller is obliged to be immediately assured by the Financier how big the Buyer s debt to the Financier is in accordance with this Agreement. The Financier shall provide the Seller within 3 (three) working days after such a request is received with a report on the Buyer s debt sum (hereinafter Debt report) which is binding for the Seller. The Seller shall take no responsibility on the accuracy of the sum mentioned in the Debt report and any Buyer s objections in this connection shall be raised only to the Financier. The Seller shall be considered to have fulfilled the obligations of the agreement at the moment when he transfers the amount mentioned in the Debt report to the Financier. If the Seller fails to observe the abovementioned procedure and makes any payment to the Buyer, despite the fact that the Buyer has not met his obligations to the Financier, or cancels by setting off his limit which exceeds the limit specified in the Special Provisions of this Agreement, without prior settlement to the Financier, the Seller shall be jointly and severally liable together with the Buyer to the Financier for the Buyer s fulfilment of the obligations arising from this Agreement. 7. If any of the sum provided in this Agreement and/or payable under this Agreement is not paid to the Financier within due date of respective amount s payment period, new Purchase Agreements and consignment notes under this Agreement shall not be financed until the respective payment is made, unless otherwise agreed by the Parties in each case. 8. The Buyer shall be obliged to pay interest of the total amount of each financed consignment note under the Purchase Agreement, as provided in the Special Provisions of this Agreement. The interest shall be calculated starting from the day when the Financier provides Financing. Calculation of interest shall be over: (1) on the day when the Buyer repays Financing to the Financier transferring the corresponding amount of money, or (2) if the Financier has received the repayment from the Seller, then after 10 (ten) working days, starting from the moment when the Buyer delivered the grain to the Seller under the Grain Purchase Agreement but no sooner than the Financier has received the full repayment. The Buyer is obliged to pay the interest to the Financier in accordance with the procedure specified in Art.3 hereof. Upon interest calculation, it is assumed that a year has 360 days.

9 9. Financing shall be repaid by the Buyer within the limit expiration term specified in the Special Provisions. If the Buyer wishes to repay Financing earlier, he shall provide the Financier with an application on early Financing repayment at least 30 days in advance, and, once passed these 30 days, he shall make repayment to the Financier and no penalty interest for early repayment shall be imposed. 10. The Buyer is obliged to pay late-payment interest amounting to 0.25% (zero point twenty-five percent) per day of any delayed payment under this Agreement. Payment of the abovementioned late-payment interest does not relieve the Buyer from the obligation to make the correspondent payment. In addition to the abovementioned late-payment interest the Buyer shall reimburse all the Financier s expenses caused by collection of this payment, including lawyer expenditures, and any other expenses incurred by the Financier. 11. If the Buyer fails to make payments of the principal amount, calculated interests or any other payment under this Agreement timely and properly, and current due amount s payment period is delayed for more than ten (10) days, the Financier has the right to claim from the Buyer immediate repayment of all the Financing sums, calculated interests and any other sums payable under this Agreement, as well as to claim reimbursement for all the expenditures incurred by the Financier in this connection. 12. The Seller and Financer are entitled to verify the Buyer s reputation, financial standing and issues related to his economic activity. The Buyer shall immediately provide the Financier, upon his first request, with all reasonably requested information on the Buyer s financial standing and/or economic activity, submitting as well supporting documents. 13. If the Financier believes that the Buyer has violated any of the conditions hereof, or the Financier is aware of other facts that in Financier s opinion may affect the proper fulfilment of this Agreement (including when the Buyer has started reorganization or liquidation proceedings without consent of the Financier), the Financier shall have the right to withdraw unilaterally from his obligations and claim immediately from the Buyer all the sums payable to the Financier under this Agreement, informing in written the Buyer and the Seller in this connection. If the Buyer is declared bankrupt or he starts reorganization or liquidation proceedings, or legal protection proceedings without the correspondent consent, a representative of the Buyer, who signed this Agreement, becomes the guarantor as a natural person of the Buyer s obligations hereof (in lieu of the principal debtor, i.e. as the principal debtor itself) since the bankruptcy is declared, or reorganization, liquidation, or legal protection proceedings are started, and the Financier has the right to claim Financing repayment immediately. 14. If the Buyer s legal form is a farm and the Buyer s representative under this Agreement is a farm owner, he shall personally guarantee, in lieu of the principal debtor, the fulfilment of the farm s obligations. 15. The Buyer and the Seller shall have no right to make any changes, amendments or introduce any additions to the Purchase Agreement(-s) being financed under this Agreement, consignment notes and Grain Purchase Agreement(-s) without prior written consent of the Financier, and any of such changes, amendments and additions made without the Financier s consent shall be considered null and void. If the Purchase Agreement(s), consignment notes or Grain Purchase Agreement has(have) been amended, terminated or cancelled, the Buyer and the Seller shall be jointly and severally liable to the Financer for the fulfilment of the Buyer s obligations arising from this Agreement, as well as the Buyer shall pay to the Financier a one-time penalty amounting to 2% of the granted Financing sum. The Buyer shall have the right to pledge or assign his rights and obligations under this Agreement and/or Purchase Agreement and/or Grain Purchase Agreement to a third party only upon prior written consent of the Financier and the Seller. 16. The Seller and Financier are entitled to mutually request and provide the information related to the Buyer in connection with this Agreement, as well as to collect other information about the Buyer in case of any doubts of the Buyer s ability to fulfil properly the conditions of this Agreement and Purchase Agreement. If the Buyer fails to fulfil or improperly fulfils his payment obligations under this Agreement, the Seller and Financier shall have the right to provide

10 debt collection companies with the personal data of the Buyer in order to collect the missed payments. The Buyer authorizes the Seller and Financier to request and receive the information about the client and his representative(-s) both orally and in writing from any third person, as well as agrees that the information received may be transferred to affiliated companies of the Financier. If the Buyer under this Agreement is a private person, the Seller and the Financier shall use the personal data provided by the Buyer only for the purposes of fulfilment of the obligations hereof and shall proceed these data in a fair and lawful way. 17. If any charges, taxes or any other mandatory payments applicable due to legal acts amendments, adoption, renewal or a new explanation thereof are applied to Financing to be granted under this Agreement and/or any other action specified herein, and/or such charges, taxes and mandatory payments get raised after the Agreement enters in force, the Buyer shall compensate such additional expenses no matter which party is obliged to make the corresponding payments under this legal act. 18. The Buyer shall inform in written the Seller and Financier within 5 (five) working days about the changes in data registered in the Companies Register and/or contact details (address, phone) happened during the term of this Agreement. All correspondence sent to the Buyer shall be considered as duly delivered to the Buyer if it is sent to the address specified herein or to a new address declared in written by the Buyer. 19. Financing currency is euro (EUR), unless otherwise stipulated by the Special Provisions. All payments under this Agreement shall be made in the currency of Financing. If any payment is made in a different currency, the Buyer is obliged to reimburse the expenses caused to the Financier by the currency conversion. 20. If there is any conflict between the content of the Special Provisions and General Provisions, the conditions specified in the Special Provisions shall be applied. 21. The Financier and Buyer have agreed that if they are not able to resolve a dispute arising between them under this Agreement, such a dispute shall be resolved in the Commercial Dispute Arbitration Court in Riga, Latvia, in Latvian language, by one arbitrator, in accordance with its rules of arbitration. If the Seller is involved in a dispute as a plaintiff or defendant, this dispute between the Financier or Buyer and the Seller shall be resolved by the courts of the Republic of Latvia. 22. Additions and changes to the Agreement are valid if they are drawn up in writing and signed by all Parties. The Parties confirm that they are aware of the Special and General Provisions of this Agreement and fully agree with them. This Agreement has been signed in three original copies in accordance with the legislation of the Republic of Latvia. All original copies have the same legal effect, the first copy shall be kept by the Seller, second one by the Buyer, and third one by the Financier. On behalf of the Buyer: On behalf of the Seller: On behalf of the Financier: