Zambia - Mining Technical Assistance Project : Credit 2269 - Credit Agreement - Conformed

희 CREDIT NUMBER 2269 ZA DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated zooo , 1991, between THE REPUBLIC OF ZAMBIA (ths Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS (A) 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; (B) Part C of the Project will be carried out by Zambia Consolidated Copper Mines Limited, a company incorporated and existing under the laws of the Borrower (hereinafter called ZCCM), with the Borrower's assistance and, as part of such assistance, the Borrower will make available to ZCCM part of the proceeds of the Credit as provided in this Agreement; 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 and in the Project Agreeuent of even date herewith between the Association and ZCCM; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The "General Cond.2.tions Applicable to Develop- ment Credit Agreements" of the Association, dated January 1, 1985, with the last sentence of Section 3.02 deleted (the General Conditions) constitute an integral part of this Agreement. Section 1.02. Unless the context otherwise requires, the swieral terms defined in the General Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Project Agreement" means the agreement between the Association and ZCCK of even date herewith, as the same may be amended from time to time, and such term includes all schedules and agreements supplemental to the Project Agreement; (b) 'Maamba Collieries" means Haamba Collieries Limited, a company incorporated and existing under the laws of the Borrower; -2- (c) "Subsidiary Loan Agreement" means each of the agreements to be entered into between the Borrower and ZCCM and between the Borrower and Maamba Collieries pursuant to Section 3.01 (b) and (c) of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Loan Agreement; (d) "Special Account" means the account referred to in Section 2.02 (b) of this Agreement; (e) "FiFeal Year" means the period January 1 to December 31 for the Borrower, and the period April 1 to March 31 for ZCCM; and (f) "Project Preparation Advance" means the project preparation advance granted by the Association to the Borrower pursuant to an exchange of letters dated and between the Borrower and the Association. 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 this Agreement, an amount in various currencies equivalent to fifteen million six hundred thousand Special Drawing Rights (SDR 1L5,600,000). 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 goods and services required for the Project and to be financed out of the proceeds of the Credit. (b) The Borrower shall, for the purposes of the Project, open and maintain in dollars a special account in a commercial bank 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. (c) Promptly after the Effective Date, the Association shall, on behalf of the Borrower, withdraw from the Credit Account and pay to itself the amount required to repay the principal amount -3- of the Project Preparation Advance withdraw and outstanding as of such date and to pay all unpaid charges thereon. The unwithdrawn balance of the authorized amount of the Project Preparation Advance shall thereupon be cancelled. Section 2.03. The Closing Date shall be June 30, 1997, 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 cancelled; 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 restric- tions 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 May 1 and November 1 in each year. Section 2.07. (a) Subject to paragraphs (b) and (c) below, the Borrower shall repay the principal amount of the Credit in semi- annual installments payable on each May 1 and November 1 commencing November 1, 2001, and ending May 1, 2031. Each installment to and -4- including the installment payable on May 1, 2011, shall be one percent (1%) of such principal amount, and each installment thereafter shall be two percent (2%) of such principal amount. (b) Whenever: (i) the Borrower's gross national product per capita, as determined by the Association, shall have exceeded $790 in constant 1985 dollars for five consecutive years; 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 considera- tion by them of the development of the Borrower's economy, modify the terms of repayment of installments under paragraph (a) above by 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. If so requested by the Borrower, the Association may revise such modification 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. (c) 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. Section 2.09. The Chairman and Chief Executive of ZCCM is designated as representative of the Borrower for the purposes of taking any action required or permitted to be taken under the provisions of Section 2.02 of this Agreement and Article V of the General Conditions. -5- 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 this Agreement, shall: (i) carry out Part A of the Project; (ii) cause Maamba Collieries to carry out Part B of the Project; (iii) cause ZCCM to carrying out Part C of the Project and to perform in accordance with the provisions of the Project Agreement all the obligations of ZCCM therein set forth; and (iv) take and cause to be taken all action, including the provisions of funds, facilities, services and other resources, necessary or appropriate to enable Maamba Collieries and ZCCM 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 relend out of the proceeds of the Credit an amount not exceeding the equivalent of SDR 12,760,000 to ZCCM under a subsidiary loan agreement to be entered into between the Borrower and ZCCM, under terms and conditions which shall have been approved by the Association which shall include: (i) repayment over a term of 10 years, including 3 years grace; (ii) a rate of interest of eight point five percent (8.5%) per annum on the principal withdrawn and outstanding; and (iii) ZCCM to bear the foreign exchange risk. (c) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding the equivalent of SDR 592,000 to Maamba Collieries under a subsidiary loan agreement to be entered into between the Borrower and Maamba Collieries, under terms and conditions which shall have been approved by the Association which shall include: (i) repayment over a term of 10 years, including 3 years grace; (ii) a rate of interest of eight point five percent (8.5%) per annum on the principal withdrawn and outstanding; and (iii) Maamba Collieries to bear the foreign exchange risk. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods and 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. -6- Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, through 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) shall be carried out by ZCCM pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) not later than December 31, 1992, submit to the Association for review and comments its draft Mines and Minerals Act and proposals for a new tax and incentive system for the mining industry; and (b) not later than December 31, 1993, present to Parliament its draft Mines and Minerals Act. Section 3.05. The Borrower shall: (a) carry out a study of the barriers to private investment in its mining industry, said study to include an analysis of institutional, legal and regulatory issues and availability of geological information; (b) not later than December 31, 1992, submit to the Association for review and comments the findings of said study, including proposed measures to overcome such barriers and encourage new investments; and (c) not later than December 31, 1993, implement measures acceptable to the Association for promoting private sector involve- ment in the mining industry. Section 3.06. The Borrower shall: (a) not later than Decem- ber 31, 1992, submit to the Association for review and comments an action program to support the development of small scale mining; and (b) not later than December 31, 1993, implement said action program, taking into account the Association's views. Section 3.07. The Borrower shall cause Maamba Collieries: (a) to carry out a study, under terms of reference accep- table to the Association, on the long term outlook for its opera- tions, including measures to reduce foreign exchange requirements; -7- (b) not later than December 31, 1992, submit to the Association for comments the findings of said study; and (c) not later than June 30, 1994, implement the findings of the study, taking into account the Association's views. Section 3.08. The Borrower shall: (a) not later than Decem- ber 31, 1992, submit to the Association for review a draft staffing plan for its Ministry of Mines; and (b) not later than December 31, 1993, implement said staffing plan taking into account the Associa- tion's views. Section 3.09. Without limitation to or restriction upon its other reporting requirements under the General Conditions and this Agreement the Borrower shall, with effect from the first quarter of 1992, submit quarterly progress reports to the Association for its review on the implementation of Parts A and B of the Project. Said progress reports shall cover, inter alia, the activities of technical experts and the training activities. ARTICLE IV Financial Covenants Section 4.01. (a) Tha Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with consistently maintained sound accounting practices the expenditures financed out of the proceeds of the Credit. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those 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 months after the end of each such year, a certified copy of the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and -8- (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) The Borrower shall cause Maamba Collieries to maintain records and accounts adequate to reflect in accordance with sound accounting practices the operations and financial condition of Maamba Collieries. (d) The Borrower shall cause Maamba Collieries to: (i) have its records, accounts and financial state- ments (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Associa- tion; (ii) furnish to the Association as soon as available, but in any case not later than six 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 such records, accounts, financial statements and the audit thereof as the Associa- tion shall from time to time reasonably request. (e) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditures, the Borrower shall and shall cause Maamba Collieries to: (i) maintain or cause to be maintained in accordance with sound accounting practices, records and accounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained 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; and (iii) enable the Association's representatives to examine such records. ARTICLE V Remedies of the Association Section 5.01. Pursuant to Section 6.02 (h) of the General Conditions, the following additional events are specified: (a) The Borrower or ZCCM shall have failed to perform any of their respective obligations contained in the mining sector policy letter referred to in Section 6.01 (b) of this Agreement. (b) ZCCM shall have failed to perform any of its obligations under the Project Agreement. (c) As a result of events which have occurred after the date of this Agreement, an extraordinary situation shall have arisen which shall make it improbable that ZCCM will be able to perform its obligations under the Project Agreement. (d) The Memorandum or Articles of Association of ZCCM shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of ZCCM to perform any of its obligations under the Project Agreement. (e) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of ZCCM or for the suspension of its operations. Section 5.02. Pursuant to Section 7.01 (d) of the General Conditions, the following additional events are specified: (a) the events specified in paragraphs (a) and (b) of Section 5.01 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 - 10 - (b) the events specified in paragraphs (d) and (e) of Section 5.01 of this Agreement shall occur. ARTICLE VI Effective Date; Termination Section 6.01. The following events are specified as additional conditions to the effectiveness of this Agreement within the meaning of Section 12.01 (b) of the General Conditions: (a) the Subsidiary Loan Agreements have been executed on behalf of the Borrower and ZCCM and on behalf of the Borrower and Maamba Collieries, respectively; (b) the Borrower has submitted to the Association a letter satisfactory to the Association on its mining sector policy; and (c) the Borrower, ZCCM and Maamba Collieries shall each have established, under terms of reference and with membership acceptable to the Association counterpart teams to implement and coordinate Project activities. Section 6.02. The following are specified as additional matters, within the meaning of Section 12.02 (b) of the General Conditions: (a) that the Project Agreement has been duly authorized or ratified by ZCCM, and is legally binding upon ZCCM in accordance with its terms; and (b) that the Subsidiary Loan Agreements have been duly authorized or ratified by the Borrower, ZCCM and Maamba Collieries and are legally binding upon the Borrower, ZCCM and Maamba Collieries, respectively in accordance with their terms. Section 6.03. 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. Section 6.04. The obligations of the Borrower under Sections 3.04 through 3.06 of this Agreement shall cease and determine on the date on which this Agreement shall terminate or on a date 20 years after the date of this Agreement, whichever shall be the earlier. - 11 - ARTICLE VII Representatives of the Borrower; Addresses Section 7.01. Except as provided in Section 2.09 of this Agreement, the Ministry of the Borrower at the time responsible for finance is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministry of Finance P.O. Box 50062 Lusaka Zambia Cable address: Telex: MINFIN ZA 42221 Lusaka Telefax: 222440 For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 197688 (TRT), Washington, D.C. 248423 (RCA), 64145 (WUI) or 82987 (FTCC) - 12 - 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. THE REPUBLIC OF ZAMBIA By/ AK ?. Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By Regional Vice President Africa - 13 - 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 (1) Assaying 100,000 100% of foreign equipment expenditures (2) Map production 1,000,000 100% of foreign and data banks expenditures (3) Consultants 10,000,000 100% of fceign services expenditures (4) Training 2,100,000 100% of foreign expenditures (5) Refunding of 400,000 Amount due pur- Project Pre- suant to Section paration 2.02 (c) of this Advance Agreement (6) Unallocated 2,000,000 TOTAL 15,600,000 2. For the purposes of this Schedule, the term "foreign expendi- tures" means expenditures in the currency of any country other than that of the Borrower for goods or services supplied from the territory of any country other than that of the Borrower. 3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expendi- tures prior to the date of this Agreement. - 14 - SCHEDULE 2 Description of the Project The objective of the Project is to assist the Borrower make the mining sector more efficient and productive through supporting the development of new copper mines by private investors, phasing out of depleted mines, supporting non-copper mining sector exports, and strengthening environmental protection measures in the mining sector. 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: Ministry of Mines 1. Carrying out studies on ways to encourage private sector investment in the mining industry, including: (a) redrafting the Borrower's Mines and Minerals Act; (b) designing a new taxation and incentive system for the mining industry; (c) training of personnel in private sector mining activities; and (d) improving environ- mental, health and safety measures. 2. Establishing a data bank for geological, mining, title, and statistical information and the preparation of geological maps. 3. Improving the operations of small-scale miners, especially gemstone miners, through carrying out a study of the sector's potential and the training of personnel in dealings with small-scale miners. 4. Provision of assaying equipment for the laboratory of the Ministry of Mines. Part B: Maamba Collieries 1. Carrying out a study on the future outlook for Maamba Collieries, including devising of a long-term strategy in coal marketing, transportation, environmental issues and excess capacity. 2. Carrying out a study on measures to achieve short run savings of foreign exchange expenditures. - 15 - Part C: Zambia Consolidated Copper Mines 1. Carrying out prefeasibility studies of ZCCM's copper resources, and preparation of projects for joint venturing. 2. Assisting ZCCM in the preparation of a comprehensive 15 year corporate plan. 3. Assisting ZCCM launch a program of divestiture of some of its operations and introducing joint-venture arrangements for its under- utilized or unused assets. 4. Carrying out studies and implementation of recommendations to improve ZCCM's financial performance, maintenance of its assets, operational planning, inventory management, procurement, management information systems, marketing and environmental protection measures. 5. Preparation and implementation of a manpower and training plan for ZCCM, including local and overseas training for ZCCM staff.. 6. Preparation of a phase-down plan for mines with depleting reserves, including preparation of strategies on redundant work- force, environmental protection and land reclamation. The Project is expected to be completed by December 31, 1996. - 16 - SCHEDULE 3 Procurement and Consultants' Services Section I: Procurement of Goods 1. Goods and services required for the production of geological maps may be procured under contracts awarded through limited international bidding procedures on the basis of evaluation and comparison of bids invited from a list of at least four qualified suppliers from at least three different countries eligible under the "Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in May 1985 (the Guidelines) and in accordance with the procedures set forth in Sections I and II of the Guidelines (excluding paragraphs 2.8, 2.9, 2.55 and 2.56 thereof). 2. The hardware for the establishment of the data banks may be procured under contracts awarded on the basis of comparison of price quotations solicited from a list of at least three suppliers eligible under the Guidelines, in accordance with procedures acceptable to the Association. 3. The computer software and the equipment for the setting-up of the assaying laboratory may be procured under contracts awarded on the basis of comparison of price quotations solicited from a list of at least four suppliers from at least three countries eligible under the Guidelines and in accordance with procedures acceptable to the Association. Section II: Employment of Consultants In order to assist the Borrower and Maamba Collieries in carrying out their respective Parts of the Project, the Borrower shall employ, and cause Maamba Collieries to employ, consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. Such consul- tants shall be selected in accordance with principles and procedures satisfactory to the Association on the basis 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. - 17 - SCHEDULE 4 Special Account 1. For the purposes of this Schedule: (a) the term "eligible Categories" means Categories (1) to (4) 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 goods and services required for the Project and to be financed out of the proceeds of the Credit allocated from time to time to the eligible Categories in accordance with the provisions of Schedule 1 to this Agreement; and (c) the term "Authorized Allocation" means an amount equivalent to $1,000,000 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 ab follows: (a) For withdrawals of the Authorized Allocation, the Borrower shall furnish to the Association a request or requests for a deposit or deposits 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 - 18 - 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 showr 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 Categories, 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 dposits 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; or (b) once the total unwithdrawn amount of the Credit allocated to the eligible Categories less the amount of any outstanding special commitment 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 Cate- gories 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 - 19 - 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; (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 paragraph 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. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the International Development Association. FOR SECRETARY