Page 1
LIEPAJAS RAS, LTD.
December 2000
International Bank for
  Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Re:
Loan No. 7033 LV
(Liepaja Region Solid Waste Management Project)
Representations
Dear Sirs and Mesdames:
In connection with the Project Agreement of even date herewith between the
International Bank for Reconstruction and Development (the Bank) and the Liepajas RAS,
Ltd. (LRL) for the above-captioned Project, LRL hereby undertakes and warrants to the
Bank that:
1.
The financial statements dated February 24, 2000, copies of which have been
furnished to the Bank, correctly set forth the financial and operating condition of
LRL as of that date, and since that date there have been no material adverse changes
in the financial and operating conditions of LRL.
2.
LRL is not engaged in litigation as plaintiff or defendant, the outcome of which
might materially and adversely affect its financial condition.
3.
LRL has no outstanding agreements or liabilities, contingent or otherwise
(including taxes), that might materially and adversely affect its financial condition.
4.
No debt of LRL is secured by any mortgage, pledge, charge, priority, or other
lien, and no contract or arrangement exists for the creation of any such mortgage,
pledge, charge, priority, or other lien.
5.
There are no existing defaults in the payment of principal of, or interest or
other charges on, any of the debts of LRL.
6.
LRL is not in violation of, and the execution and delivery of the Project
Agreement and the compliance with all its terms thereof do not and will not result in
any violation of, any provisions of any existing agreement, concession, license, or
permit, or of any statute, law, decree, regulation, or any other legal rule of a
similar nature presently in effect and applicable to LRL.
7.
LRL is a duly existing non-profit limited liability company under the laws of
Republic of Latvia, registered on February 24, 2000 (No. 210302309), with full
authority to carry out its present business, to carry out the Project, and to execute
and deliver the Project Agreement, and has furnished to the Bank a true copy of the
Registration No. 210302281 on the establishment of LRL, adopted by the SIA “Ras 30� on
January 5, 2000, the Decision No. 4 on the establishment of LRL, adopted by the
Liepaja City Council on January 13, 2000, and of all other legislation presently in
force and effect and governing or applicable to the operations of LRL, as well as of
its statutes and by-laws presently in effect and governing LRL.
It is our understanding that, in making the Loan and entering into the Project
Agreement, the Bank may rely on the representations contained herein.
Very truly yours,
LIEPAJAS RAS, LTD.
Page 2
By /s/
Authorized Representative