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CONFORMED COPY
CREDIT NUMBER 2944 GE
Development Credit Agreement
(Oil Institution Building Project)
between
GEORGIA
and
INTERNATIONAL DEVELOPMENT ASSOCIATION
Dated April 14, 1997
CREDIT NUMBER 2944 GE 
DEVELOPMENT CREDIT AGREEMENT 
AGREEMENT, dated April 14, 1997, between GEORGIA (the Borrower) and 
INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). 
WHEREAS the Borrower, having satisfied itself as to the feasibility and priority 
of the Project described in Schedule 2 to this Agreement, has requested the 
Association to assist in the financing of the Project; and 
WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, 
to extend the Credit to the Borrower upon the terms and conditions set forth in this 
Agreement;
NOW THEREFORE the parties hereto hereby agree as follows: 
ARTICLE I 
General Conditions; Definitions
Section 1.01. The “General Conditions Applicable to Development Credit 
Agreements” of the Association, dated January 1, 1985, with the modifications set 
forth below (the General Conditions) constitute an integral part of this Agreement: 
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(a)
The last sentence of Section 3.02 is deleted.
(b)
The second sentence of Section 5.01 is modified to read:
“Except as the Association and the Borrower shall otherwise agree, no 
withdrawals 
shall be made: (a) on account of expenditures in the territories 
of any country which is not 
a member of the Bank or for goods produced in, or 
services supplied from, such territories; 
or (b) for the purpose of any payment to 
persons or entities, or for any import of goods, if 
such payment or import, to the 
knowledge of the Association, is prohibited by a decision of 
the United Nations 
Security Council taken under Chapter VII of the Charter of the United 
Nations.”
(c)
Section 6.03 is modified to read:
“Section 6.03.  Cancellation by the Association.  If (a) the right of the 
Borrower to 
make withdrawals from the Credit Account shall have been suspended with 
respect to any 
amount of the Credit for a continuous period of thirty days, 
or (b) at any time, the 
Association determines, after consultation with the 
Borrower, that an amount of the Credit 
will not be required to finance the Project’s 
costs to be financed out of the proceeds of 
the Credit, or (c) at any time, the 
Association determines, with respect to any contract to 
be financed out of the 
proceeds of the Credit, that corrupt or fraudulent practices were 
engaged in by 
representatives of the Borrower or of a beneficiary of the Credit during the 
procurement or the execution of such contract, without the Borrower having taken 
timely and 
appropriate action satisfactory to the Association to remedy the 
situation, and establishes 
the amount of expenditures in respect of such 
contract which would otherwise have been 
eligible for financing out of the 
proceeds of the Credit, or (d) at any time, the 
Association 
determines that the procurement of any contract to be financed out of the 
proceeds of the Credit is inconsistent with the procedures set forth or referred to in 
the 
Development Credit Agreement and establishes the amount of expenditures in 
respect of such 
contract which would otherwise have been eligible for financing 
out of the proceeds of the 
Credit, or (e) after the Closing Date, an amount of 
the Credit shall remain unwithdrawn from 
the Credit Account, the Association may, 
by notice to the Borrower, terminate the right of 
the Borrower to make withdrawals 
with respect to such amount.  Upon the giving of such 
notice, such amount 
of the Credit shall be cancelled.”
Section 1.02. Unless the context otherwise requires, the several terms defined 
in the General Conditions and the following additional terms have the following 
meanings: 
(a)
“GIOC” means the Georgian International Oil Corporation, a company 
established by the Charter pursuant to Presidential Decree 477 of November 11, 1995; 
(b)
“Charter” means the Charter of GIOC, dated February 19, 1996, registered 
with the Court of Mtatsminda District, Tbilisi (registration number 4/5-25) on 
February 21, 1996; 
(c)
“GIOC Implementation Agreement” means the agreement to be entered into 
between the Borrower and GIOC pursuant to Section 3.01 (b) of this Agreement, as the 
same may be amended from time to time with the concurrence of the Association; 
(d)
“Subsidiary Loan” means the loan provided under the GIOC Implementation 
Agreement; and
 (e)
“Special Account” means the account referred to in Section 2.02 (b) of 
this Agreement. 
ARTICLE II 
The Credit 
Section 2.01. The Association agrees to lend to the Borrower, on the terms and 
conditions set forth or referred to in the Development Credit Agreement, an amount in 
various currencies equivalent to one million Special Drawing Rights (SDR 1,000,000). 
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Section 2.02. (a) The amount of the Credit may be withdrawn from the Credit 
Account in accordance with the provisions of Schedule 1 to this Agreement for 
expenditures made (or, if the Association shall so agree, to be made) in respect of 
the reasonable cost of consultants’ services required for the Project described in 
Schedule 2 to this Agreement and to be financed out of the proceeds of the Credit. 
(b)
The Borrower may, for the purposes of the Project, open and maintain in 
Dollars a special deposit account in a bank, acceptable to the Association, on terms 
and conditions satisfactory to the Association, including appropriate protection 
against set-off, seizure or attachment. Deposits into, and payments out of, the 
Special Account shall be made in accordance with the provisions of Schedule 4 to this 
Agreement.
Section 2.03. The Closing Date shall be December 31, 1999 or such later date as 
the Association shall establish. The Association shall promptly notify the Borrower of 
such later date. 
Section 2.04. (a) The Borrower shall pay to the Association a commitment charge 
on the principal amount of the Credit not withdrawn from time to time at a rate to be 
set by the Association as of June 30 of each year, but not to exceed the rate of 
one-half of one percent (1/2 of 1%) per annum.
(b)
The commitment charge shall accrue: (i) from the date sixty days after 
the date of this Agreement (the accrual date) to the respective dates on which amounts 
shall be withdrawn by the Borrower from the Credit Account or canceled; and (ii) at 
the rate set as of the June 30 immediately preceding the accrual date and at such 
other rates as may be set from time to time thereafter pursuant to paragraph (a) 
above. The rate set as of June 30 in each year shall be applied from the next date in 
that year specified in Section 2.06 of this Agreement.
(c)
The commitment charge shall be paid: (i) at such places as the 
Association shall reasonably request; (ii) without restrictions of any kind imposed 
by, or in the territory of, the Borrower; and (iii) in the currency specified in this 
Agreement for the purposes of Section 4.02 of the General Conditions or in such other 
eligible currency or currencies as may from time to time be designated or selected 
pursuant to the provisions of that Section. 
Section 2.05. The Borrower shall pay to the Association a service charge at the 
rate of three-fourths of one percent (3/4 of 1%) per annum on the principal amount of 
the Credit withdrawn and outstanding from time to time. 
Section 2.06. Commitment charges and service charges shall be payable 
semiannually on April 1 and October 1 in each year. 
Section 2.07. (a)  Subject to paragraphs (b), (c) and (d) below, the Borrower 
shall repay the principal amount of the Credit in semiannual installments payable on 
each April 1 and October 1 commencing October 1, 2007 and ending April 1, 2032. Each 
installment to and including the installment payable on April 1, 2017 shall be one and 
one-fourth percent (1-1/4%) of such principal amount, and each installment thereafter 
shall be two and one-half percent (2-1/2%) of such principal amount.
(b)
Whenever: (i) the Borrower's per capita gross national product (GNP), as 
determined by the Association, shall have exceeded for three consecutive years  the 
level established annually by the Association for determining eligibility to access 
the Association's resources; and (ii) the Bank shall consider the Borrower 
creditworthy for Bank lending, the Association may, subsequent to the review and 
approval thereof by the Executive Directors of the Association and after due 
consideration by them of the development of the Borrower's economy, modify the 
repayment of installments under paragraph (a) above by: (A) requiring the Borrower to 
repay twice the amount of each such installment not yet due until the principal amount 
of the Credit shall have been repaid; and (B) requiring the Borrower to commence 
repayment of the principal amount of the Credit as of the first semiannual payment 
date referred to in paragraph (a) above falling six months or more after the date on 
which the Association notifies the Borrower that the events set out in this paragraph 
(b) have occurred, provided, however, that there shall be a grace period of a minimum 
of five years on such repayment of principal. 
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(c)
If so requested by the Borrower, the Association may revise the 
modification referred to in paragraph (b) above to include, in lieu of some or all of 
the increase in the amounts of such installments, the payment of interest at an annual 
rate agreed with the Association on the principal amount of the Credit withdrawn and 
outstanding from time to time, provided that, in the judgment of the Association, such 
revision shall not change the grant element obtained under the above-mentioned 
repayment modification. 
(d)
If, at any time after a modification of terms pursuant to paragraph (b) 
above, the Association determines that the Borrower's economic condition has 
deteriorated significantly, the Association may, if so requested by the Borrower, 
further modify the terms of repayment to conform to the schedule of installments as 
provided in paragraph (a) above.
Section 2.08. The currency of the United States of America is hereby specified 
for the purposes of Section 4.02 of the General Conditions. 
ARTICLE III 
Execution of the Project
Section 3.01. (a) The Borrower declares its commitment to the objectives of the 
Project as set forth in Schedule 2 to this Agreement, and, to this end, without any 
limitation or restriction upon any of its other obligations under the Development 
Credit Agreement, shall cause GIOC to perform in accordance with the provisions of the 
GIOC Implementation Agreement all the obligations of GIOC therein set forth, shall 
take and cause to be taken all action, including the provision of funds, facilities, 
services and other resources, necessary or appropriate to enable GIOC to perform such 
obligations, and shall not take or permit to be taken any action which would prevent 
or interfere with such performance.
(b)
The Borrower shall enter into an agreement with GIOC (the GIOC 
Implementation Agreement) under terms and conditions acceptable to the Association 
which shall include the obligations of GIOC in respect of the implementation of the 
Project, the undertaking by GIOC to carry out the obligations set forth in Sections 
4.01 (a) and (b) and Article V of this Agreement, and the onlending of the proceeds of 
the Credit by the Borrower to GIOC, on the following principal terms: (i) the 
principal amount of the Subsidiary Loan shall be repaid in amounts equivalent 
(determined as of the respective dates of repayment) to the amounts withdrawn from the 
Credit Account or paid out of the Special Account on account of services financed out 
of the proceeds of the Credit; (ii) the principal amount of the Subsidiary Loan shall 
be repaid over a period of seven (7) years following no more than three (3) years of 
grace; and (iii) an interest rate on the principal amount of the Subsidiary Loan 
withdrawn and outstanding from time to time at a rate of 7% per annum.
(c)
The Borrower shall exercise its rights under the GIOC Implementation 
Agreement in such manner as to protect the interests of the Borrower and the 
Association and to accomplish the purposes of the Credit, and except as the 
Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or 
waive the GIOC Implementation Agreement or any provision thereof.
Section 3.02. Except as the Association shall otherwise agree, procurement of 
consultants’ services required for the Project and to be financed out of the proceeds 
of the Credit shall be governed by the provisions of Schedule 3 to this Agreement.
Section 3.03. Before commencement of any training courses or job placement 
program under Part B of the Project, the Borrower shall cause GIOC to furnish to the 
Association for approval a detailed description of the suggested training or job 
placement program and the curriculum vitae of each of the proposed training 
candidates.
ARTICLE IV 
Financial Covenants 
Section 4.01.  (a) The Borrower shall cause GIOC to maintain records and 
accounts adequate to reflect in accordance with sound accounting practices the 
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operations and financial condition of GIOC.
(b)
The Borrower shall cause GIOC to:
(i)
have its records, accounts and financial statements (balance 
sheets, 
statements of income and expenses and related 
statements) and the records and 
accounts for the Special Account for 
each fiscal year audited, in accordance 
with appropriate auditing 
principles consistently applied, by independent 
auditors 
acceptable to the Association;
(ii)
furnish to the Association, as soon as available, but in any case 
not later 
than six (6) months after the end of each such year, (A) 
certified copies of 
its financial statements for such year as so 
audited and (B) the report of 
such audit by said auditors, of 
such scope and in such detail as the 
Association shall have 
reasonably requested; and 
(iii)
furnish to the Association such other information concerning said 
records and 
accounts and the audit thereof as the Association shall from 
time to time 
reasonably request.
(c)
For all expenditures with respect to which withdrawals from the Credit 
Account were made on the basis of statements of expenditure, the Borrower shall cause 
GIOC to:
(i)
maintain or cause to be maintained, in accordance with paragraph 
(a) of this 
Section, records and accounts reflecting such expenditures;
(ii)
retain, until at least one year after the Association has received 
the audit 
report for the fiscal year in which the last withdrawal from 
the Credit 
Account was made, all records (contracts, orders, 
invoices, bills, receipts 
and other documents) evidencing such 
expenditures;
(iii)
enable the Association’s representatives to examine such records; 
and
(iv)
ensure that such records and accounts are included in the annual 
audit 
referred to in paragraph (b) of this Section and that the 
report of such audit 
contains a separate opinion by said auditors 
as to whether the statements of 
expenditure submitted during such fiscal 
year, together with the procedures 
and internal controls involved in 
their preparation, can be relied upon to 
support the related 
withdrawals.
ARTICLE V 
Other Covenants
Section 5.01. The Borrower shall cause GIOC: 
(a)
to take out and maintain with responsible insurers, or to make other 
provision satisfactory to the Association for, insurance against such risks and in 
such amounts as shall be consistent with appropriate practice; 
(b)
to carry on its operations and conduct its affairs in accordance with 
sound administrative, financial, engineering and oil industry practices under the 
supervision of qualified and experienced management assisted by competent staff in 
adequate numbers; and 
(c)
at all times to operate and to maintain its plant, machinery, equipment 
and other property, and from time to time, promptly as needed, to make all necessary 
repairs and renewals thereof, all in accordance with sound engineering and financial 
practices. 
ARTICLE VI 
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Remedies of the Association
Section 6.01. Pursuant to Section 6.02 (h) of the General Conditions, the 
following additional events are specified:
(a)
GIOC shall have failed to perform any of its obligations under the GIOC 
Implementation Agreement.
(b)
As a result of events which have occurred after the date of the 
Development Credit Agreement, an extraordinary situation shall have arisen which shall 
make it improbable that GIOC will be able to perform its obligations under the GIOC 
Implementation Agreement.
(c)
The Charter shall have been amended, suspended, abrogated, repealed or 
waived so as to affect materially and adversely the ability of GIOC to perform any of 
its obligations under the GIOC Implementation Agreement.
(d)
The Borrower or any other authority having jurisdiction shall have taken  
any action for the dissolution or disestablishment of GIOC or for the suspension of 
its operations.
Section 6.02. Pursuant to Section 7.01 (d) of the General Conditions, the 
following additional events are specified:
(a)
the event specified in paragraph (a) of Section 6.01 of this Agreement 
shall occur and shall continue for a period of sixty days after notice thereof shall 
have been given by the Association to the Borrower; and
(b)
the events specified in paragraphs (c) and (d) of Section 6.01 of this 
Agreement shall occur.
ARTICLE VII 
Effective Date; Termination 
Section 7.01. The following events are specified as additional conditions to the 
effectiveness of the Development Credit Agreement within the meaning of Section 12.01 
(b) of the General Conditions, namely that the GIOC Implementation Agreement has been 
signed on behalf of the Borrower and GIOC. 
Section 7.02. The following is specified as an additional matter, within the 
meaning of Section 12.02 (b) of the General Conditions, to be included in the opinion 
or opinions to be furnished to the Association, namely that the GIOC Implementation 
Agreement has been duly authorized or ratified by the Borrower and GIOC and is legally 
binding upon the Borrower and GIOC in accordance with its terms. 
Section 7.03. The date ninety (90) days after the date of this Agreement is 
hereby specified for the purposes of Section 12.04 of the General Conditions. 
ARTICLE VIII 
Representative of the Borrower; Addresses 
Section 8.01. The Minister of Finance of the Borrower is designated as 
representative of the Borrower for the purposes of Section 11.03 of the General 
Conditions.
Section 8.02. The following addresses are specified for the purposes of Section 
11.01 of the General Conditions:
For the Borrower:
Ministry of Finance
70, Irakli Abashidze Str.
380062 Tbilisi
Georgia
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Telex:
212 348 MOFIN
For the Association:
International Development Association
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address:
Telex:
INDEVAS
248423 (MCI) or
Washington, D.C.
 64145 (MCI)
IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized 
representatives, have caused this Agreement to be signed in their respective names in 
the District of Columbia, United States of America, as of the day and year first above 
written.
GEORGIA
By /s/ Tedo Japaridze 
Authorized Representative
INTERNATIONAL DEVELOPMENT ASSOCIATION
By /s/ Anil Sood 
Acting Regional Vice President 
Europe and Central Asia
SCHEDULE 1
Withdrawal of the Proceeds of the Credit
1.
The table below sets forth the Categories of items to be financed out of the 
proceeds of the Credit, the allocation of the amounts of the Credit to each Category 
and the percentage of expenditures for items so to be financed in each Category:
Amount of the
Credit Allocated
   % of
(Expressed in
Expenditures
Category
SDR Equivalent)
to be Financed
Consultants’
   1,000,000
100%
services and
training
   _________
TOTAL
   1,000,000
   =========
2.
Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be 
made in respect of payments made for expenditures prior to the date of this Agreement.
3.
The Association may, under such terms and conditions as the Association shall 
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specify by notice to the Borrower, require withdrawals from the Credit Account to be 
made on the basis of statements of expenditure for expenditures for: (i) individual 
consultants under contracts costing less than $50,000 equivalent each; and (ii) 
consulting firms under contracts costing less than $100,000 equivalent each.
SCHEDULE 2 
Description of the Project 
The objective of the Project is to enhance the Borrower’s capacity in financial, 
engineering, environmental and legal aspects of assessment of oil pipeline feasibility 
issues and issues relating to contract negotiations of oil pipeline transit 
arrangements with foreign partners.
The Project consists of the following parts, subject to such modifications 
thereof as the Borrower and the Association may agree upon from time to time to 
achieve such objectives: 
Part A:
A feasibility study of a major oil pipeline from Baku to Supsa, including 
related aspects of pipeline tariff determination, environmental audits, legal review 
and project management and financing issues. 
Part B:
Training courses, in Georgia and abroad, and job placement programs in the oil 
industry for selected staff, as approved by the Association. 
Part C:
Provision of specialized legal and financial advice for negotiations of oil 
transit arrangements.
* * * 
The Project is expected to be completed by June 30, 1999.
SCHEDULE 3 
Consultants’ Services 
Employment of Consultants 
1.
Consultants’ services shall be procured under contracts awarded in accordance 
with the provisions of the “Guidelines for the Use of Consultants by World Bank 
Borrowers and by The World Bank as Executing Agency” published by the Bank in August 
1981 (the Consultant Guidelines). For complex, time-based assignments, such contracts 
shall be based on the standard form of contract for consultants’ services issued by 
the Bank, with such modifications thereto as shall have been agreed by the 
Association. Where no relevant standard contract documents have been issued by the 
Bank, other standard forms acceptable to the Association shall be used. 2.
Notwithstanding the provisions of paragraph 1 of this Section, the provisions of the 
Consultant Guidelines requiring prior Association review or approval of budgets, short 
lists, selection procedures, letters of invitation, proposals, evaluation reports and 
contracts, shall not apply to (a) contracts for the employment of consulting firms 
estimated to cost less than $100,000 equivalent each, or (b) contracts for the 
employment of individual consultants estimated to cost less than $50,000 equivalent 
each. However, said exceptions to prior Association review shall not apply to (a) the 
terms of reference for such contracts, (b) single-source selection of consulting 
firms, (c) assignments of a critical nature, as reasonably determined by the 
Association, (d) amendments to contracts for the employment of consulting firms 
raising the contract value to $100,000 equivalent or above, or (e) amendments to 
contracts for the employment of individual consultants raising the contract value to 
$50,000 equivalent or above.
SCHEDULE 4 
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Special Account
1.
For the purposes of this Schedule:
(a)
the term “eligible Category” means the Category set forth in the table in 
paragraph 1 of Schedule 1 to this Agreement;
(b)
the term “eligible expenditures” means expenditures in respect of the 
reasonable cost of services required for the Project and to be financed out of the 
proceeds of the Credit allocated from time to time to the eligible Category in 
accordance with the provisions of Schedule 1 to this Agreement; and
(c)
the term “Authorized Allocation” means an amount equivalent to $100,000 
to be withdrawn from the Credit Account and deposited into the Special Account 
pursuant to paragraph 3(a) of this Schedule.  
2.
Payments out of the Special Account shall be made exclusively for eligible 
expenditures in accordance with the provisions of this Schedule.
3.
After the Association has received evidence satisfactory to it that the Special 
Account has been duly opened, withdrawals of the Authorized Allocation and subsequent 
withdrawals to replenish the Special Account shall be made as follows:
(a)
For withdrawals of the Authorized Allocation, the Borrower shall furnish 
to the Association a request or requests for deposit into the Special Account of an 
amount or amounts which do not exceed the aggregate amount of the Authorized 
Allocation. On the basis of such request or requests, the Association shall, on behalf 
of the Borrower, withdraw from the Credit Account and deposit into the Special Account 
such amount or amounts as the Borrower shall have requested.
(b)
(i)
For replenishment of the Special Account, the Borrower shall 
furnish to the 
Association requests for deposits into the Special 
Account at such intervals 
as the Association shall specify.
(ii)
Prior to or at the time of each such request, the Borrower shall 
furnish to 
the Association the documents and other evidence required 
pursuant to 
paragraph 4 of this Schedule for the payment or 
payments in respect of which 
replenishment is requested. On the basis 
of each such request, the Association 
shall, on behalf of the Borrower, 
withdraw from the Credit Account and deposit 
into the Special Account 
such amount as the Borrower shall have requested and 
as shall have been 
shown by said documents and other evidence to have been 
paid 
out of the Special Account for eligible expenditures. All such deposits 
shall be withdrawn by the Association from the Credit Account under the 
respective eligible Category, and in the respective equivalent amounts, as 
shall have been justified by said documents and other evidence. 
4.
For each payment made by the Borrower out of the Special Account, the Borrower 
shall, at such time as the Association shall reasonably request, furnish to the 
Association such documents and other evidence showing that such payment was made 
exclusively for eligible expenditures.
5.
Notwithstanding the provisions of paragraph 3 of this Schedule, the Association 
shall not be required to make further deposits into the Special Account:
(a)
if, at any time, the Association shall have determined that all further 
withdrawals should be made by the Borrower directly from the Credit Account in 
accordance with the provisions of Article V of the General Conditions and paragraph 
(a) of Section 2.02 of this Agreement;
(b)
if the Borrower shall have failed to furnish to the Association, within 
the period of time specified in Section 4.01 (b)(ii) of this Agreement, any of the 
audit reports required to be furnished to the Association pursuant to said Section in 
respect of the audit of the records and accounts for the Special Account;
(c)
if, at any time, the Association shall have notified the Borrower of its 
Page  10
intention to suspend in whole or in part the right of the Borrower to make withdrawals 
from the Credit Account pursuant to the provisions of Section 6.02 of the General 
Conditions; or
(d)
once the total unwithdrawn amount of the Credit allocated to the eligible 
Category, minus the total amount of all outstanding special commitments entered into 
by the Association pursuant to Section 5.02 of the General Conditions with respect to 
the Project, shall equal the equivalent of twice the amount of the Authorized 
Allocation. Thereafter, withdrawal from the Credit Account of the remaining 
unwithdrawn amount of the Credit allocated to the eligible Category shall follow such 
procedures as the Association shall specify by notice to the Borrower. Such further 
withdrawals shall be made only after and to the extent that the Association shall have 
been satisfied that all such amounts remaining on deposit in the Special Account as of 
the date of such notice will be utilized in making payments for eligible expenditures.
6.
(a)
If the Association shall have determined at any time that any payment out 
of the Special Account: (i) was made for an expenditure or in an amount not eligible 
pursuant to paragraph 2 of this Schedule;  or (ii) was not justified by the evidence 
furnished to the Association, the Borrower shall, promptly upon notice from the 
Association: (A) provide such additional evidence as the Association may request; or 
(B) deposit into the Special Account (or, if the Association shall so request, refund 
to the Association) an amount equal to the amount of such payment or the portion 
thereof not so eligible or justified. Unless the Association shall otherwise agree, no 
further deposit by the Association into the Special Account shall be made until the 
Borrower has provided such evidence or made such deposit or refund, as the case may 
be.
(b)
If the Association shall have determined at any time that any amount 
outstanding in the Special Account will not be required to cover further payments for 
eligible expenditures, the Borrower shall, promptly upon notice from the Association, 
refund to the Association such outstanding amount.
(c)
The Borrower may, upon notice to the Association, refund to the 
Association all or any portion of the funds on deposit in the Special Account.
(d)
Refunds to the Association made pursuant to paragraphs 6 (a), (b) and (c) 
of this Schedule shall be credited to the Credit Account for subsequent withdrawal or 
for cancellation in accordance with the relevant provisions of this Agreement, 
including the General Conditions.