DATED 3 JANUARY 2023 Unsecured NGN Term Facility Agreement between IHS Netherlands Holdco B.V. as Holdco IHS (Nigeria) Limited, IHS Towers NG Limited, and INT Towers Limited as Borrowers Rand Merchant Bank Nigeria Limited as Coordinator Access Bank...

(1)

IHS Netherlands Holdco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch Commercial Register (Handelsregister) under number 66017912 (“Holdco”);

(2)

IHS (Nigeria) Limited, a company incorporated in Nigeria, with registration number 407609 (“IHS Nigeria”);

(3)

IHS Towers NG Limited, a company incorporated in Nigeria, with registration number 448308 (“ITNG”);

(4)

INT Towers Limited, a company incorporated in the Nigeria, with registration number 1222736 (“INT Towers” and, together with IHS Nigeria and ITNG, the “Borrowers”);

(5)

The entities listed in Part 1 of Schedule 1 (The Original Parties) as original guarantors (the “Original Guarantors”)

(6)

Rand Merchant Bank Nigeria Limited as Coordinator (in this capacity, the “Coordinator”);

(7)

Access Bank Plc, Ecobank Nigeria Limited, Rand Merchant Bank Nigeria Limited and United Bank for Africa Plc as mandated lead arrangers (the “Mandated Lead Arrangers”);

(8)

FBNQuest Merchant Bank Limited and Citibank Nigeria Limited as lead arrangers (the “Lead Arrangers” and together with the Mandated Lead Arrangers the “Arrangers”);

(9)

The Financial Institutions listed in Schedule 1 (The Original Parties) as lenders (the “Original Lenders”); and

(10)

Ecobank Nigeria Limited as agent of the other Finance Parties (the “Agent”).

1.

Definitions and Interpretation

1.1

Definitions

(a)

a bank or financial institution which has a long term unsecured credit rating of at least BBB by Standard & Poor’s Rating Services or Fitch Ratings Ltd or at least Baa2 by ▇▇▇▇▇’▇ Investors Service Limited or a comparable rating from an internationally recognised credit rating agency;

(b)

each bank or financial institution as set out in Schedule 13 (Acceptable Banks);

(c)

each bank or financial institution with which ▇▇▇▇ is held by a member of the IHS Group as at the date of this Agreement;

(d)

the Lenders and/or their Affiliates (other than (i) any Lender or Affiliate of a Lender that is a Sponsor Affiliate and (ii) any Lender that notifies the Agent and Holdco that it may not act as an Acceptable Bank); or

(e)

each bank or financial institution (other than any Sponsor Affiliate) that is a lender under any debt facility provided to any member of the IHS Group;

(f)

each bank or financial institution (other than any Sponsor Affiliate) that either (i) becomes a lender under a debt financing to be provided to the IHS Group to fund a Permitted Acquisition or (ii) is providing banking facilities to a member of the IHS Group acquired by way of a Permitted Acquisition, in each case for a period of 12 months following the closing date of the relevant Permitted Acquisition; or

(g)

any other bank or financial institution approved by the Agent (acting on the instructions of all the Lenders) from time to time.

(a)

the amount of its participation in any outstanding Loans; and

(b)

in relation to any proposed Loan, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date.

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b)

in relation to the United Kingdom, the UK Bail-In Legislation; and

(c)

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-Down and Conversion Powers contained in that law or regulation.

(a)

any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 or the EU Blocking Regulation and Commission Implementing Regulation (EU) 2018/1101 and/or any applicable national law or regulation relating to or implementing such Regulation in any member state of the European Union or the United Kingdom;

(b)

section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung); or

(c)

any similar blocking or anti-boycott law or regulation issued by a Sanctions Authority.

(a)

the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

(b)

the amount which that ▇▇▇▇▇▇ would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in

(a)

except for a maximum aggregate amount for the IHS Group of USD 20,000,000 (twenty million dollars) or its equivalent, held with an Acceptable Bank;

(b)

available to be freely withdrawn within 90 days;

(c)

not subject to any Security, other than:

(i)

the Security created under the “Security Documents” (as defined in any IHS Holding Facility), if any;

(ii)

charges arising solely by operation of law;

(iii)

rights of set-off or netting or charges or pledge rights arising by operation of law or by contract by virtue of the provision to that member of the IHS Group of clearing bank or similar facilities or overdraft facilities and arising under the standard commercial terms and conditions of such bank;

(iv)

encumbrances over credit balances on bank accounts to facilitate operation of such bank accounts on a cash-pooled net balance basis and arising under that account bank’s standard terms in the ordinary course of trading or business activities of that member of the IHS Group; or

(v)

Security in respect of Financial Indebtedness to the extent such Financial Indebtedness is included for the purposes of calculating Net Cash Finance Interest Adjusted for Leases or Net Financial Indebtedness; and

(d)

capable of being applied or made available for application in repayment or prepayment of the Facility or any other Financial Indebtedness included within the calculation of Net Cash Finance Interest Adjusted For Leases or Net Financial Indebtedness, within the next 180 days,

(a)

certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b)

any investment in marketable debt obligations issued or guaranteed by the government of any country in which any member of the IHS Group is located or by any government of any other country which has a rating for its short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service

(c)

commercial paper not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)

issued by an issuer incorporated in a country, the government of which has a rating for its short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited or by an instrumentality or agency of any such government having an equivalent credit rating;

(iii)

which matures within one year after the relevant date of calculation; and

(iv)

which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its short-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d)

bills of exchange issued in Nigeria, the Cayman Islands, the United States of America or any state thereof, the United Kingdom, Switzerland, any member state of the European Economic Area or any Participating Member State or any country in which any member of the IHS Group is located which is eligible for rediscount at the relevant central bank and accepted by an Acceptable Bank (or their dematerialised equivalent);

(e)

any investment in money market funds which:

(i)

have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited;

(ii)

invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above; and

(iii)

can be turned into cash on not more than 90 days’ notice; or

(f)

any other debt security approved by the Majority Lenders,

(i)

Security created under the “Security Documents” (as defined in any IHS Holding Facility), if any;

(ii)

charges arising solely by operation of law in the ordinary course of trading or business of the any member of the IHS Group; or

(iii)

Security in respect of Financial Indebtedness to the extent such Financial Indebtedness is included for the purposes of calculating Net Financial Indebtedness.

(a)

in respect of any Obligor (other than the Company or Holdco), if Holdco ceases directly or indirectly to:

(i)

have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)

cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of that ▇▇▇▇▇▇▇;

(B)

appoint or remove the majority, of the directors or other equivalent officers of that Obligor; or

(C)

give directions with respect to the operating and financial policies of that Obligor with which the directors or other equivalent officers of the Obligor are obliged to comply; or

(ii)

own legally and beneficially more than 50% of the issued share capital of that Obligor (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);

(b)

in respect of Holdco, if the Company ceases directly or indirectly to:

(i)

have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)

cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of ▇▇▇▇▇▇;

(B)

appoint or remove the majority, of the directors or other equivalent officers of Holdco; or

(C)

give directions with respect to the operating and financial policies of Holdco with which the directors or other equivalent officers of Holdco are obliged to comply; or

(ii)

own legally and beneficially more than 50% of the issued share capital of Holdco (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or

(c)

in respect of the Company, if any person or persons acting in concert (other than any Permitted Transferee), after the date of this Agreement acquires “control” of the Company, being:

(i)

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)

cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the Company;

(B)

appoint or remove all, or the majority, of the directors or other equivalent officers of the Company; or

(C)

give directions with respect to the operating and financial policies of the Company with which the directors or other equivalent officers of the Company are obliged to comply; or

(ii)

legal or beneficial ownership of more than 50% of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital),

(d)

solely as a result of all of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) being transferred to a newly-incorporated holding company (“TopCo”) provided that:

(i)

as a result of such transfer no person other than TopCo acquires control (as defined above) of the Company;

(ii)

TopCo is not a Restricted Party;

(iii)

prior to such transfer each Lender has received such documentation and evidence in respect of TopCo as necessary to pass all know your customer and similar checks; and

(iv)

no person or persons acting in concert (other than any Permitted Transferee) shall acquire:

(A)

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(1)

cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of TopCo;

(2)

appoint or remove all, or the majority, of the directors or other equivalent officers of TopCo; or

(3)

give directions with respect to the operating and financial policies of TopCo with which the directors or other equivalent officers of TopCo are obliged to comply; or

(B)

legally or beneficially more than 50% of the issued share capital of TopCo (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);

(e)

for the avoidance of doubt, as a result of the admission of any part of the share capital of the Company (or TopCo) to trading on any recognised stock or investment exchange or any other sale or issue of share capital of the Company (or TopCo) by way of flotation or public offering provided that, all of the conditions set out in paragraph (d) above are complied with; or

(f)

as a result of any re-domiciliation of TopCo for internal structuring purposes provided that, all of the conditions set out in paragraph (d) above are complied with.

(a)

in relation to an Original Lender, the NGN amount set opposite its name under the heading “Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Additional Increase); and

(b)

in relation to any other Lender, the NGN amount of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Additional Increase),

(a)

the Company;

(b)

any member of the IHS Group or any of its advisers; or

(c)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from the Company, a member of the Nigeria Group or any of their advisers,

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 38 (Confidentiality);

(B)

is identified in writing at the time of delivery as non-confidential by the Company, any member of the Nigeria Group or any of their advisers; or

(C)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraph (a) or (c) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Nigeria Group, and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; or

(ii)

any Funding Rate or Reference Bank Quotation.

(a)

purchases by way of assignment or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

(a)

which has failed to make its participation in a Loan available or has notified the Agent or a Borrower (which has notified the Agent) that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ Participation);

(b)

which has otherwise rescinded or repudiated a Finance Document; or

(c)

with respect to which an Insolvency Event has occurred and is continuing,

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

(ii)

payment is made within three Business Days of its due date; or

(iii)

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

(a)

a material disruption to the payment or communications systems or to the financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) provided that the disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

(a)

the NGN and USD senior credit facility agreement dated on 3 September 2019 between, among others, Holdco, each of IHS (Nigeria) Limited, INT Towers Limited and ITNG as borrowers, Ecobank Nigeria Limited as agent and the senior lenders named therein, as amended and restated on 29 September 2021 and as further amended from time to time;

(b)

the facility agreement dated 31 March 2022 between IHS (Nigeria) Limited as borrower and Rand Merchant Bank Nigeria Limited as lender in respect of a NGN 16,100,000,000 revolving short-term loan; and

(c)

the facility offer letter dated 13 May 2022 between IHS (Nigeria) Limited as borrower and United Bank for Africa Plc as lender in respect of a revolving short-term loan of NGN 10,000,000,000.

(a)

in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

(b)

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

(a)

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b)

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

(a)

any letter or letters dated on or about the date of this Agreement between any of (i) the Arrangers and Holdco, or (ii) the Agent and Holdco, setting out any of the fees referred to in Clause 13 (Fees); and

(b)

any agreement setting out fees payable to a Finance Party referred to in Clause 13.4 (Agent Fee) of this Agreement or under any other Finance Document.

(a)

any indebtedness of such person for borrowed money;

(b)

the outstanding principal amount of any bonds, debentures, notes, loan stock, commercial paper, acceptance credits, bills or promissory notes drawn, accepted, endorsed or issued by such person (but not Trade Instruments);

(c)

any indebtedness of such person for the deferred purchase price of assets or services (except trade accounts incurred and payable in the ordinary course of trading or business activities to trade creditors that are treated as current payable in the Financial Statements within 365 days of the date they are incurred);

(d)

non-contingent obligations of such person to reimburse any other person for amounts paid by that person under a letter of credit or similar instrument (excluding any letter

(e)

the amount of any obligation of such person in respect of any Lease;

(f)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) will be taken into account);

(g)

amounts raised by such person under any other transaction having the financial effect of a borrowing and which would be classified as a borrowing under IFRS;

(h)

all indebtedness of the types described in the foregoing items secured by a lien on any property or assets owned by such person, whether or not such indebtedness has been assumed by such person;

(i)

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under IFRS;

(j)

any repurchase obligation or liability of such person with respect to accounts or notes receivable sold by such person, any liability of such person under any sale and leaseback transactions that do not create a liability on the balance sheet of such person, any obligation under a “synthetic lease” or any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such person; and

(k)

the amount of any obligation in respect of any guarantee or indemnity given by such person for any of the foregoing items incurred by any other person, (notwithstanding any treatment under IFRS to the contrary),

(a)

the revolving credit facility agreement dated 30 March 2020 between, amongst others the Company as borrower, Citibank, N.A., London Branch as global coordinator, Citibank Europe plc, UK Branch as facility agent, and the parties defined therein as original lenders, as amended and restated pursuant to an amendment and restatement agreement dated 29 September 2021 and as further amended and / or restated from time to time;

(b)

the term facility agreement dated 28 October 2022 between, amongst others, the Company as borrower, Citibank Europe plc, UK Branch as facility agent, Citibank N.A., London Branch as coordinator and the parties defined therein as original lenders, as amended and / or restated from time to time; and

(c)

any Refinancing Facility.

(a)

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)

it otherwise rescinds or repudiates a Finance Document;

(c)

(if it is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d)

an Insolvency Event has occurred and is continuing with respect to it,

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

(ii)

it is disputing in good faith whether it is contractually obliged to make the payment in question.

(a)

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f)

has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(g)

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(i)

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(j)

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

(k)

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

(a)

any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

(b)

the benefit of all applications and rights to use such assets of each member of the Nigeria Group which may now or in the future subsist.

(a)

the principle that certain remedies may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors;

(b)

the time barring of claims under applicable limitation laws (including the Limitation Acts) and defences of acquiescence, set-off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void;

(c)

the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(d)

similar principles, rights and defences under the laws of any relevant jurisdiction; and

(e)

any other matters which are set out as qualifications or reservations (however described) as to matters of law in the Legal Opinions.

(a)

any Original Lender; or

(b)

any bank, financial institution or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Increase), Clause 2.3 (Additional Increase)  or Clause 25 (Changes to the Lenders),

(a)

for the period from the date of this Agreement until (and including) the Margin Toggle Date, 20% per annum; and

(b)

for the period from (but excluding) the Margin Toggle Date, 2.50% per annum.

(a)

the business, operations, assets or financial condition of the Company and the Nigeria Group (taken as a whole);

(b)

the ability of the Obligors taken as a whole to perform their payment obligations under the Finance Documents or the ability of the Company to comply with its obligations under Clause 22.2 (Financial Condition) (and, for the purposes of determining the ability of the Company to comply with its obligations under Clause 22.2 (Financial Condition) taking into account any contractual commitment of any Affiliate of the Company (other than a member of the IHS Group) to provide an Additional Investment under Clause 22.4 (Equity Cure)); or

(c)

subject to the Legal Reservations, the validity or enforceability of any of the Finance Documents or the rights or remedies of any Finance Party under any Finance Document.

(a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end;.

(a)

Holdco or the Agent (at the request of ▇▇▇▇▇▇) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; and

(b)

the consent, waiver or amendment in question requires the approval of all the Lenders and the Majority Lenders have consented or agreed to such waiver or amendment.

(a)

any acquisition pursuant to a Permitted Reorganisation or Permitted Transaction;

(b)

any acquisition to which the Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent;

(c)

any acquisition of assets, a person, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company (or purchase of shares in a shelf company) for the purpose of effecting such acquisition, provided that:

(i)

no (A) Default is continuing or (B) mandatory prepayment event under Clause 8.2 (Sanctions) has occurred and either the 15 Business Day period or 20 day notice period referred to in paragraph (a)(iii) of Clause 8.2 (Sanctions) has not expired in relation to any Lender, in each case, on the date on which the Company or the relevant member of the Nigeria Group enters into a legal commitment for that acquisition or is incorporated, or is reasonably likely to occur as a result of that acquisition or that legal incorporation;

(ii)

without prejudice to Clause 23.17 (Sanctions), the assets the subject of the acquisition are not subject to Sanctions and the assets are not located in, nor does the person the subject of the acquisition carry out any of its business in, a Sanctioned Country at the time of the acquisition;

(iii)

if, upon the acquisition or incorporation of the relevant company it would become a member of the Nigeria Group, the relevant company becomes a Guarantor in accordance with Clause 23.25 (Guarantors); and

(iv)

if, upon the acquisition or incorporation of the relevant company, the relevant company would become a member of the Nigeria Group, the Company has delivered to the Agent, not later than the date falling 10 Business Days after the date on which the relevant member of the Nigeria Group enters into a legal commitment for the relevant acquisition, an updated Financial Plan assuming completion of such acquisition on that date, for the period until the Termination Date from the date on which the relevant member of the Nigeria Group enters into a legal commitment for such proposed acquisition, and the revised Financial Plan shows that the Company will not be in breach or default in respect of any of the financial covenants set out in Clause 22 (Financial Covenants) at any time during that period;

(d)

any acquisition made between members of the Nigeria Group;

(e)

any acquisition pursuant to an issue of shares by a member of the Nigeria Group to another member of the Nigeria Group, or by the Company to the extent not giving rise to a Change of Control; and

(f)

any acquisition comprising the acquisition of securities which are Cash Equivalent Investments.

(a)

of assets by the Company or a member of the Nigeria Group in the ordinary course of trading or business activities;

(b)

by the Company to a member of the IHS Group, or between any members of the Nigeria Group;

(c)

of assets in exchange for other assets comparable or superior as to type, value or quality;

(d)

the decommissioning of any towers, including but not limited to in connection with tower consolidation purposes;

(e)

of obsolete or redundant assets no longer required for the relevant person’s business;

(f)

of Cash Equivalent Investments for a comparable amount of cash or in exchange for a comparable amount of other Cash Equivalent Investments;

(g)

arising as a result of the creation of any Permitted Security, a Permitted Payment, a Permitted Reorganisation or a Permitted Transaction;

(h)

of cash to the extent not otherwise prohibited by the terms of this Agreement (including by way of a Permitted Loan);

(i)

constituted by a licence of intellectual property rights;

(j)

constituted by a licence or sub-licence in the ordinary course of trading or business activities;

(k)

constituted by a lease or licence of real property arising in the ordinary course of trading or business activities of the disposing entity;

(l)

any share sale or issuance by the Company or share sale or issuance by any member of the Nigeria Group or arising as a result of any such share sale or issuance;

(m)

arising as a result of the sale of towers, provided that such towers are replaced by towers with an aggregate fair market value that is equal to or greater than the aggregate fair market value of the towers sold;

(n)

of trade receivables earned during a previous accounting period on a non-recourse basis (which may include recourse in respect of warranties and indemnities as to title and validity that are customarily provided in such non-recourse arrangements) and provided that such transaction does not have the commercial effect of a borrowing;

(o)

arising as a result of the disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of trading or business activities or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(p)

arising as a result of the foreclosure, condemnation or any similar action with respect to any property or other assets or a surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(q)

arising as a result of a seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority which in each case does not constitute an Event of Default pursuant to Clause 24.9 (Creditors’ Process) or Clause 24.12 (Expropriation);

(r)

of treasury shares by the Company or any member of the Nigeria Group that are held following the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase corporate stock, shares or membership interests granted to any future, present or former employee, director, officer, contractor or consultant of any member of the  IHS Group pursuant to any employee benefit plans or arrangements, including for the purpose of satisfying any taxes (including estimated taxes) due as a result of the exercise of any such option;

(s)

to a Joint Venture, to the extent permitted by Clause 23.6 (Joint Ventures); and

(t)

arising under any single transaction or series of related transactions that involves assets having a fair market value of less than the greater of USD 25,000,000 (or its equivalent in other currencies) and an amount equal to zero point eight per cent. (0.8%) of Total Assets.

(a)

arising under the Finance Documents;

(b)

arising under the IHS Holding Facilities;

(c)

arising under the Nigeria Revolving Facility;

(d)

arising under a Senior Notes Indenture;

(e)

arising under a Permitted Loan or a Permitted Guarantee or as permitted by Clause 23.16 (Treasury Transactions);

(f)

until the date falling five Business Days after the first Utilisation Date, arising under the Existing Facilities;

(g)

under any Lease;

(h)

comprising of deferred consideration arising in connection with a Permitted Acquisition, provided that:

(i)

such deferred consideration shall not exceed 75% of the total consideration (excluding any post-completion adjustments and/or earnouts) for that Permitted Acquisition;

(ii)

the deferred consideration is payable in full by no later than the date falling 18 months after the completion date for that Permitted Acquisition; and

(iii)

if such deferred consideration is not paid or discharged when due, it shall be either:

(A)

automatically converted into an equitable interest in the Company, with the Company having no residual indebtedness or other liability in connection with such deferred consideration following such conversion; or

(B)

subordinated to the claims of the Finance Parties under this Agreement on terms satisfactory to the Majority Lenders;

(i)

under derivative transactions entered into in connection with protection against or benefit from fluctuation in any interest or currency rates or commodity prices that arise in the ordinary course of trading or business activities, but not transactions for investment or speculative purposes;

(j)

arising under any refinancing of Permitted Financial Indebtedness;

(k)

of any person acquired by the Company or any member of the Nigeria Group after the date of this Agreement (which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased in contemplation of, or since, that acquisition), provided that such acquisition is a Permitted Acquisition and the Company has delivered to the Agent a Financial Plan referred to under paragraph (c)(iv) of the definition of “Permitted Acquisition”;

(l)

arising under any letter of credit, banker’s acceptances, overdrafts or daylight borrowing facilities entered into by the Company or a member of the Nigeria Group in the ordinary course of trading or business activities;

(m)

any liability arising as a result of a fiscal unity (fiscale eenheid) for Dutch corporate tax or value added tax purposes or of any other jurisdiction having similar effect;

(n)

any liability in respect of any member of the IHS Group incorporated in The Netherlands arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code; and

(o)

of the Company or a member of the Nigeria Group which is not otherwise permitted by the preceding paragraphs, provided that the Leverage Ratio and Interest Coverage Ratio, calculated by reference to the most recent Annual Financial Statements or Quarterly Financial Statements delivered to the Agent in accordance with Clause 21.1 (Financial Statements) and the relevant Compliance Certificate, after giving pro forma effect to the incurrence of such Financial Indebtedness in full and adjusted for the incurrence of other indebtedness since the last Quarter Date and including any other relevant adjustments to take into account the activities of the Nigeria Group since the last Quarter Date, comply with the covenanted ratios for the immediately following Quarter Date set out in Clause 22.2 (Financial Condition).

(a)

the endorsement of negotiable instruments in the ordinary course of trading or business activities of the Company or any member of the Nigeria Group;

(b)

any guarantee, performance or similar bond guaranteeing performance by the Company or any member of the Nigeria Group under any contract entered into in the ordinary course of trading or business activities of the Company or any member of the Nigeria Group;

(c)

any guarantee given by the Company, any Obligor or a member of the Nigeria Group in relation to or comprising of Permitted Financial Indebtedness (other than under paragraph (e) of the definition of Permitted Financial Indebtedness);

(d)

any guarantee given by the Company in favour of a creditor in respect of any Financial Indebtedness of a Subsidiary of the Company, where the aggregate Financial Indebtedness of that Subsidiary does not exceed 1.5 times its equity value (being the sum of that Subsidiary’s paid up capital and the amount of any shareholder loans made available to it, calculated by reference to the pro forma financial statements of that Subsidiary);

(e)

any guarantee listed in Schedule 14 (Existing Guarantees), together with any guarantees replacing any of the same where the aggregate liability under the replacement guarantee is not greater than the aggregate liability under the guarantee being replaced (or to the extent greater, would be permitted under another paragraph of this definition);

(f)

any guarantee or indemnity given by the Company in connection with an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal which guarantee or indemnity is in customary form and subject to customary limitations;

(g)

any indemnity given in the ordinary course of the documentation of an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal which indemnity is in a customary form and subject to customary limitations;

(h)

any liability arising as a result of a fiscal unity (fiscale eenheid) for Dutch corporate tax or value added tax purposes or of any other jurisdiction having similar effect;

(i)

any liability in respect of any member of the Nigeria Group incorporated in The Netherlands arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code;

(j)

any guarantee given by the Company in respect of any Priority Debt;

(k)

any guarantee not otherwise permitted given by the Company or a member of the Nigeria Group in respect of any indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness guaranteed by the Company or any member of the Nigeria Group under this paragraph, without double counting) does not at any time exceed the greater of USD 75,000,000 (or its equivalent in other currencies) and 3.0% of the Total Assets, provided that the aggregate principal amount of indebtedness guaranteed by a member of the Nigeria Group under this paragraph shall not at any time (when aggregated with the principal amount of any other indebtedness guaranteed by any other member of the Nigeria Group under this paragraph, without double counting) exceed USD 75,000,000; and

(l)

guarantees not otherwise permitted where the aggregate liability of members of the Nigeria Group under all such guarantees does not exceed USD 10,000,000 (or its equivalent in other currencies) in total at any time.

(a)

no :

(i)

Default is continuing; or

(ii)

mandatory prepayment event under Clause 8.2 (Sanctions) has occurred and either the 15 Business Day period or 20 day notice period referred to in paragraph  (a)(iii) of Clause 8.2 (Sanctions) has not expired in relation to any Lender,

(b)

no co-investor, partner or other investor in such Joint Venture is a Restricted Party;

(c)

none of the assets owned by, or the subject of, the Joint Venture are located in a Sanctioned Country; and

(d)

none of the Joint Venture’s business operations is or will be carried out in any Sanctioned Country and the Joint Venture is not incorporated or established in a Sanctioned Country,

(i)

all amounts subscribed for shares in, lent to, or invested in all such Joint Ventures by any member of the Nigeria Group;

(ii)

the contingent liabilities of any member of the Nigeria Group under any guarantee given in respect of the liabilities of any such Joint Venture; and

(iii)

the market value of any assets transferred by any member of the Nigeria Group to any such Joint Venture,

(a)

any trade credit extended by the Company or any member of the Nigeria Group to its customers on normal commercial terms and in the ordinary course of trading or business activities;

(b)

the Company’s or Nigeria Group members’ Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness (other than paragraph (e));

(c)

a loan made by any member of the Nigeria Group to a member of the IHS Group (other than the Company or a member of the Nigeria Group), provided that the amount of that loan when aggregated with the amount of all loans made by any member of the Nigeria Group to a member of the IHS Group (other than to the Company or a member of the Nigeria Group) does not exceed USD 50,000,000 (or its equivalent in other currencies) at any time;

(d)

a loan made by the Company or a member of the Nigeria Group to an employee or director of the Company or of any member of the Nigeria Group, provided that the amount of that loan when aggregated with the amount of all loans to employees and directors by the Company and the members of the Nigeria Group does not exceed the greater of USD 20,000,000 (or its equivalent in other currencies) and an amount equal to zero point five per cent (0.5%) of Total Assets at any time;

(e)

a loan made by an Obligor to another Obligor;

(f)

a loan made by the Company to any member of the IHS Group;

(g)

a loan made by the Company or a member of the Nigeria Group to any Affiliate of the Company, provided that such loan constitutes a Permitted Payment;

(h)

a loan made by the Company to any party that is a co-investor with the Company or any of its Subsidiaries in a Joint Venture, for the purposes of funding that co-investor’s investment in the Joint Venture, provided that such Joint Venture is consolidated for accounting purposes by the Company on or promptly after the date of such investment; and

(i)

any loans or credit not falling into any of the above paragraphs provided that the aggregate principal amount of all such loans or credit does not at any time exceed USD 55,000,000 (or its equivalent in other currencies).

(a)

a payment of scheduled interest and or principal payment under loans permitted under paragraph (b), (c), (e) or (f) of “Permitted Loan”;

(b)

a payment by the Company in connection with management and related holding company fees and expenses payable to any of its Affiliates, provided that:

(i)

no Default has occurred and is continuing at such time or would result from the making of the payment; and

(ii)

the Relevant Test set out in paragraph (j) below is satisfied in respect of such payment);

(c)

a payment by any member of the Nigeria Group in connection with management and related holding company fees and expenses payable to:

(i)

any other member of the Nigeria Group; or

(ii)

a member of the IHS Group (other than a member of the Nigeria Group), provided that the aggregate amount of any such payment made by each member of the Nigeria Group does not exceed USD 10,000,000 (or its equivalent in other currencies) in any Financial Year,

(A)

no Default has occurred and is continuing at such time or would result from the making of the payment; and

(B)

the Relevant Test set out in paragraph (j) below is satisfied in respect of such payment).

(d)

the payment of a dividend by any member of the Nigeria Group (other than Holdco):

(e)

repurchases of management equity in an amount of up to the greater of USD 20,000,000 (or its equivalent in other currencies) and an amount equal to zero point five per cent. (0.5%) of Total Assets at any time in any Financial Year, provided that:

(i)

no Default has occurred and is continuing at such time or would result from the making of the payment; and

(ii)

the Relevant Test set out in paragraph (j) below is satisfied in respect of such payment);

(f)

the payment of a dividend or other distribution by Holdco to the Company directly or (where each relevant Holding Company receiving such dividend or other distribution promptly passes through such dividend or distribution to its Holding Company until received by the Company) indirectly and/or a scheduled interest payment under a Subordinated Shareholder Loan, in order to enable an Obligor to meet its scheduled interest and principal expenses under any Permitted Financial Indebtedness, provided that:

(i)

the payment is made when no Event of Default is continuing (and where no Event of Default would occur immediately after the making of the payment); and

(ii)

the Relevant Test set out in paragraph (j) below is satisfied in respect of such payment;

(g)

payments made or expected to be made by the Company or a member of the Nigeria Group pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase corporate stock, shares or membership interests granted to any future, present or former employee, director, officer, contractor or consultant of the Company or member of the Nigeria Group pursuant to any employee benefit plans or arrangements, including for the purpose of satisfying any taxes (including estimated taxes) due as a result of the exercise of any such option;

(h)

the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a member of the Nigeria Group to the holders of its corporate stock, shares or membership interests then entitled to participate in such dividends on a pro rata basis or otherwise in compliance with the terms of the instruments governing such corporate stock, shares or membership interests, which is entered into in the ordinary course and on arm’s length terms;

(i)

a declaration and payment by the Company of dividends on the common stock or common equity interests of the Company or any Holding Company following an Equity Offering of such common stock or common equity interests, provided that:

(i)

no Default has occurred and is continuing at such time or would result from the making of the payment; and

(ii)

such amount does not exceed in any fiscal year:

(A)

6.00% of the net cash proceeds received by the Company from such Equity Offering or contributed to the equity (other than through the issuance of “Disqualified Stock” or “Designated Preference Shares” (each as defined in the Sierra Senior Notes Indenture) or through an “Excluded Contribution” or “Excluded Amounts” or a “Parent Debt Contribution” (each as defined in the Sierra Senior Notes Indenture)) of the Company; and

(B)

following an Equity Offering, an amount equal to 6.00% of the Market Capitalisation provided that, in the case of this paragraph (B) after giving pro forma effect to such loans, advances, dividends or distributions, the Leverage Ratio shall be equal to or less than 4.00 to 1.00; and

(j)

a payment not otherwise permitted by the preceding paragraphs, by the Company or a member of the Nigeria Group, provided that:

(i)

no Default has occurred and is continuing at such time or would result from the making of the payment; and

(ii)

the Leverage Ratio and Interest Coverage Ratio, calculated at the time such payment is to be made (on a pro forma basis after including in the calculations of such ratio the amount of the payment to be made) and by reference to the most recent Annual Financial Statements or Quarterly Financial Statements delivered to the Agent in accordance with Clause 21.1 (Financial Statements) with a Compliance Certificate, adjusted for the incurrence of any Financial Indebtedness since the last Quarter Date and including any other relevant adjustments to take into account the activities of the Nigeria Group since the last Quarter Date, comply with the covenanted ratios for the immediately following Quarter Date set out in Clause 22.2 (Financial Condition) (the “Relevant Test”),

(a)

a reorganisation on a solvent basis involving the business or assets of, or shares of the Company or any member of the Nigeria Group:

(i)

where the Company or a member of the Nigeria Group (as applicable) remains the surviving entity and the jurisdiction of incorporation of the Company or such member of the Nigeria Group remains the same; and

(ii)

if such reorganisation has the effect of disposal of any business, assets or shares, where such disposal would be a Permitted Disposal; or

(iii)

if such reorganisation has the effect of an acquisition of any business, assets or shares, where such acquisition would be a Permitted Acquisition;

(b)

any transaction contemplated under paragraph (c) of the definition of “Permitted Transaction”;

(c)

a transfer of all of the issued share capital of the Company to a newly incorporated holding company, subject to the conditions in paragraph (d) of the definition of Change of Control;

(d)

any merger or reorganisation of two or more members of the Nigeria Group where either:

(i)

one of such members of the Nigeria Group is the surviving entity; or

(ii)

the issued share capital of all such entities is transferred to another existing member of the Nigeria Group or a newly incorporated entity,

(A)

where a member of the Nigeria Group is the surviving entity, the jurisdiction of incorporation of such member of the Nigeria Group remains the same;

(B)

where a newly incorporated entity is the surviving entity, its jurisdiction of incorporation is the same as that of any member of the Nigeria Group undergoing such merger or reorganisation; and

(C)

where any such member of the Nigeria Group subject to such merger or reorganisation is an Obligor:

(1)

the surviving entity is an Obligor; or

(2)

if, as a result of the laws applicable in the jurisdiction of the entities subject to such merger or reorganisation, it is not possible for the surviving entity to effectively accede to this Agreement as a Guarantor prior to the date of such merger or reorganisation, the Company shall provide written notice to the Agent on or around the date of completion of the relevant merger or reorganisation of such merger or reorganisation occurring (the “Effective Reorganisation Date”) and procure that the surviving entity shall accede to this Agreement promptly and in any event within no more than 10 Business Days of the Effective Reorganisation Date; and

(e)

any other reorganisation approved by the Agent (acting on the instruction of the Majority Lenders).

(a)

any charge or lien (including any netting or set-off as a result of a fiscal unity (fiscale eenheid) for Dutch tax purposes) arising by operation of law and in the ordinary course of trading or business activities of the Company or any member of the Nigeria Group and not as a result of any default or omission by the Company or a member of the Nigeria Group;

(b)

any retention of title arrangements, hire purchase or conditional sale arrangement or arrangements having similar effect arising in the ordinary course of trading or business activities of a member of the IHS Group with suppliers of goods to a member of the IHS Group on the supplier’s standard or usual terms and not arising as a result of any default or omission by the Company or a member of the IHS Group and which is discharged within a period of time customary for such arrangements;

(c)

any Security created in connection with a Bridge Facility, provided that the Security granted is only over the shares (or similar ownership interests) in, or any receivables owed to or by, or any assets of:

(i)

the relevant target acquired using funds made available pursuant to that Bridge Facility;

(ii)

the relevant bidco or bidcos incorporated for the purposes of acquiring that target or its assets; and/or

(iii)

the Holding Company (other than an Obligor) of that bidco or bidcos;

(d)

any Security or Quasi-Security listed in Schedule 15 (Existing Security), together with any Security or Quasi-Security replacing any of the same where the assets subject to the replacement Security or Quasi-Security are the same (or part of the same) assets subject to the Security or Quasi-Security being replaced;

(e)

any netting or set-off arrangement entered into under a derivative transaction and excluding any Security or Quasi-Security under a credit support arrangement;

(f)

any Security or Quasi-Security over or affecting any asset acquired by the Company or a member of the Nigeria Group after the date of this Agreement, if:

(i)

the Security was not created in contemplation of the acquisition of that asset by the Company or a member of the Nigeria Group;

(ii)

the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by the Company or a member of the Nigeria Group; and

(iii)

the Security is released or discharged within three Months of the date of acquisition of such asset (unless permitted to remain outstanding pursuant to another paragraph of this definition);

(g)

any Security or Quasi-Security arising under any Lease over the asset subject to the Lease provided that the Financial Indebtedness secured thereby is permitted pursuant to the Finance Documents;

(h)

any Security over goods and documents of title to goods arising in the ordinary course of a documentary credit transaction entered into in the ordinary course of trading or business activities of the Company or any member of the Nigeria Group;

(i)

any netting or set-off arrangement entered into by the Company or a member of the Nigeria Group arising in connection with a cash management or pooling arrangement entered into in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Company or members of the Nigeria Group but only so long as (i) such arrangement is not established with the primary intention of preferring any lenders, and (ii) any overdraft facility connected with such arrangement is permitted under the Finance Documents;

(j)

any Security over rental deposits arising in the ordinary course of trading or business activities of the Company or a member of the Nigeria Group in respect of any property leased or licensed by the Company or a member of the Nigeria Group in respect of amounts representing not more than 12 Months’ rent payments for that property;

(k)

any Security over bank accounts granted as part of that the relevant bank’s standard terms and conditions (including but not limited to any Security or Quasi-Security arising under clause 24 or 25 of the general banking conditions (algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) or any similar term applied by a financial institution in a jurisdiction where the Company or a member of the Nigeria Group has a bank account pursuant to its general terms and conditions);

(l)

any Security relating to payments into court or arising under any court order or injunction or security for costs arising in connection with any litigation or court proceedings being contested by the Company or a member of the Nigeria Group in good faith (and which do not otherwise give rise to an Event of Default);

(m)

any Security arising pursuant to an order of attachment or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings which are contested by the Company or a member of the Nigeria Group in good faith by appropriate proceedings and which do not otherwise give rise to an Event of Default and would not otherwise be reasonably expected to have a Material Adverse Effect;

(n)

any Security over cash paid into an escrow account by any third party, the Company or a member of the Nigeria Group pursuant to any customary deposit or retention of purchase price arrangements entered into pursuant to any Permitted Acquisition;

(o)

any Security arising automatically by operation of law in favour of any government authority or organisation in respect of taxes, assessments or governmental charges which are being contested by the Company or a member of the Nigeria Group in good faith by appropriate proceedings and which would not be reasonably expected to have a Material Adverse Effect and in respect of which the Company or a member of the Nigeria Group has made adequate reserves;

(p)

any cash collateral provided in respect of letters of credit or bank guarantees to the issuer of such letters of credit or bank guarantees to the extent the Financial Indebtedness in relation to which such letters of credit or bank guarantees relate is permitted under the Finance Documents;

(q)

any Security or Quasi-Security created with the prior written consent of the Agent (acting on the instruction of the Majority Lenders);

(r)

any Security provided by the Company to secure Priority Debt;

(s)

any Security or Quasi-Security to secure the performance of statutory obligations, trade contracts, insurance, surety or appeal bonds, workers compensation obligations, leases (including, without limitation, statutory and common law landlord's liens), performance bonds, surety and appeal bonds or other obligations of a like nature incurred (including to secure letters of credit issued to assure payment of such

(t)

any Security or Quasi-Security on cash, Cash Equivalent Investments or other property arising in connection with the defeasance, discharge or redemption of Financial Indebtedness in the ordinary course of such Financial Indebtedness provided that no Event of Default is continuing at the date such Security or Quasi-Security is granted;

(u)

any Security or Quasi-Security on specific items of inventory or other goods (and the proceeds thereof) of any person securing such person's obligations in respect of bankers' acceptances issued or created in the ordinary course of business for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods;

(v)

any Security or Quasi-Security on property or assets under construction (and related rights) in favour of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets provided that such Security or Quasi-Security is released as soon as reasonably practicable (taking into consideration any relevant local law limitations and formalities) upon the discharge or release in full of the obligations secured by such Security or Quasi-Security; and

(w)

any Security provided by the Company or a member of the Nigeria Group, securing indebtedness, the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by the Company or any member of the Nigeria Group under this paragraph) does not at any time exceed the greater of USD 100,000,000 (or its equivalent in other currencies) and 2.0% of the Total Assets at any time outstanding.

(a)

any Financial Indebtedness incurred, guarantee or indemnity given, payment made, or other transaction arising, under the Finance Documents;

(b)

transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading or business of the Company or any member of the Nigeria Group on arm’s length terms; and

(c)

the solvent liquidation or sale, lease, license, transfer or other disposal of Nigeria Tower Interco B.V.

(a)

any of African Tower Investment Limited, AIIF2 Towers Mauritius, ECP IHS (Mauritius) Limited, ECPIV-IHS Limited, ELQ Investors VIII Ltd, IFC Global Infrastructure Fund LP, International Finance Corporation, Korea Investment Corporation, Mobile Telephone Networks Netherlands BV, Towers One Limited, Towers Two Limited, Towers Three Limited, Emerging Capital Associates III LLC, ECP Manager LP, Ninety One Africa Private Equity Fund 2 LP, Ninety One Africa Frontier Private Equity Fund LP, Ninety One Fund Managers SA RF Proprietary Limited, Ninety One Africa Frontier Private Equity Associate Fund LP,  Nederlandse Financierings-Maatscha PPIJ voor Ontwikkelingslanden N.V., Oranje-Nassau Developpement SCA FIAR, UBC Services Inc. and Warrington Investment PTE Ltd or any of their successors;

(b)

any wholly-owned Subsidiary of any of the persons or entities listed in paragraph (a) above; and

(c)

any person agreed between the Company and the Agent (acting on the instructions of all Lenders),

(a)

formally designated, nominated or recommended as the replacement for MPR by:

(i)

the administrator of MPR (provided that the market or economic reality that such benchmark rate measures is the same as that measured by MPR); or

(ii)

any Relevant Nominating Body,

(b)

in the opinion of the Majority Lenders and Holdco, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to MPR; or

(c)

in the opinion of the Majority ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, an appropriate successor to MPR.

(a)

listed on, or owned or controlled by a person listed on, or acting on behalf or at the direction of a person listed on, any Sanctions List;

(b)

located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf or at the direction of, a person located in or organised under the laws of a country or territory which is a Sanctioned Country; or

(c)

otherwise a target of Sanctions (target of Sanctions meaning a person with whom a US person or other legal or natural person subject to the jurisdiction or authority of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities without all appropriate licenses or exemptions issued by all applicable Sanctions Authorities).

(a)

the United States of America;

(b)

the United Nations;

(c)

the European Union;

(d)

the United Kingdom;

(e)

the Cayman Islands government, including pursuant to any sanctions legislation extended to the Cayman Islands by order of His Majesty in Council; and/or

(f)

the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State and His Majesty’s Treasury,

(a)

the representation under Clause 20.17 (Sanctions) or Clause 20.18 (Anti-Bribery and Corruption Laws) is or proves to be incorrect or misleading in any respect when made or deemed to be made by an Obligor; and/or

(b)

an Obligor fails to comply with any provision of Clause 23.17 (Sanctions) or Clause 23.18 (Anti-Bribery and Corruption and Anti-Money Laundering).

(a)

the methodology, formula or other means of determining MPR has, in the opinion of the Majority Lenders and Holdco, materially changed;

(A)

the administrator of MPR or, its supervisor publicly announces that such administrator is insolvent; or

(B)

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of MPR is insolvent,

(ii)

the administrator of MPR publicly announces that it has ceased or will cease, to provide MPR permanently or indefinitely and, at that time, there is no successor administrator to continue to provide MPR;

(iii)

the supervisor of the administrator of MPR publicly announces that MPR has been or will be permanently or indefinitely discontinued; or

(iv)

the administrator of MPR or its supervisor announces that MPR may no longer be used; or

(c)

the administrator of MPR determines that that MPR should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and Holdco) temporary; or

(ii)

MPR is calculated in accordance with any such policy or arrangement for a period no less than three months; or

(d)

in the opinion of the Majority Lenders and Holdco, MPR is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

(a)

the Rialto Senior Notes; and

(b)

the Sierra Senior Notes.

(a)

the Rialto Senior Notes Indenture; and

(b)

the Sierra Senior Notes Indenture.

(a)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that person or one or more of the other Subsidiaries of that person (or a combination thereof);

(b)

any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such person or any Subsidiary of such person is a controlling general partner or otherwise controls such entity; or

(c)

any corporation, company, association, partnership, limited liability company or other business entity which is or is eligible to be consolidated in the financial statements of such person in accordance with IFRS.

(a)

the Facility, the Finance Documents, any Permitted Financial Indebtedness or any Permitted Acquisition; or

(b)

any IHS Holding Facility, the Nigeria Revolving Facility and any indebtedness or acquisition contemplated or permitted thereunder.

(a)

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)

the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

(a)

any tax imposed in compliance with European Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112);

(b)

any tax imposed under the Value Added Tax Act Chapter VI, Laws of the Federation of Nigeria 2004 (as amended by the Companies Income Tax (Amendment) Act No. 11 of 2007, the Finance Act 2019, the Finance Act 2020 and the Finance Act 2021); and

(c)

any other tax of a similar nature, whether imposed in a Participating Member State in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial

(c)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation.

1.2

Construction

(a)

Unless a contrary indication appears, a reference in this Agreement to:

(i)

the “Agent”, the “Arranger”, any “Finance Party”, any “Lender”, any “Party, or any other person shall be construed so as to include its successors in title (including, for the avoidance of doubt, upon a merger or other corporate reorganisation of such person, the surviving entity following such merger or other corporate reorganisation), permitted assigns and permitted transferees;

(ii)

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Agent and ▇▇▇▇▇▇;

(iii)

“assets” includes present and future properties, revenues and rights of every description;

(iv)

a Lender's “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that ▇▇▇▇▇▇ would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

(v)

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated.

(vi)

a “group of Lenders” includes all the Lenders.

(vii)

“guarantee” means (other than in Clause 19 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(viii)

including means including without limitation and includes and included shall be construed accordingly;

(ix)

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(x)

“know your customer checks” is the identification checks that a Finance Party requests to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

(xi)

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(xii)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having force of law which are binding or customarily complied with) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xiii)

a currency is a reference to the lawful currency for the time being of the relevant country;

(xiv)

a provision of law is a reference to that provision as amended or re-enacted; and

(xv)

a time of day is a reference to London time.

(b)

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)

A Clause or a Schedule is a reference to a clause of or a schedule to this Agreement.

(d)

Section, Clause and Schedule headings are for ease of reference only.

(e)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(f)

A Default (including an Event of Default) is continuing if it has not been remedied or waived.

(g)

A Sanctions Event is continuing if it has not been remedied or waived (in accordance with Clause 37 (Amendments and Waivers).

(h)

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(i)

any replacement page of that information service which displays that rate; and

(ii)

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

1.3

Currency Symbols and Definitions

1.4

Dutch Terms

(a)

The Netherlands means the European part of the Kingdom of the Netherlands and Dutch means in or of The Netherlands;

(b)

works council means each works council (ondernemingsraad) or central or groups works council (central of groeps ondernemingsraad) having jurisdiction over that person;

(c)

a necessary action to authorise includes any action required to comply with the Works Councils Act of The Netherlands (Wet op de ondernemingsraden), followed by a positive advice (advies) from the works council of that person;

(d)

financial assistance includes any act contemplated by Section 2:98c of the Dutch Civil Code;

(e)

constitutional documents means the articles of association (statuten) and deed of incorporation (akte van oprichting) and an up-to-date extract of registration of the Trade Register of the Dutch Chamber of Commerce;

(f)

a security interest or security includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), right of retention (recht van retentie), right to reclaim goods (recht van reclame) and any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijke zekerheid);

(g)

a winding-up, administration or dissolution includes declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(h)

a moratorium includes surseance van betaling and a moratorium is declared includes surseance verleend;

(i)

any procedure or step taken in connection with insolvency proceedings includes that person having filed a notice under Section 36 of the Tax Collection Act of The Netherlands (Invorderingswet 1990);

(j)

a liquidator includes a curator;

(k)

an administrator includes a bewindvoerder, a herstructureringsdeskundige or an observator;

(l)

a receiver or an administrative receiver does not include a curator or bewindvoerder; and

(m)

an attachment includes a beslag.

1.5

Nigerian Credit Risk Management

(a)

Each Borrower hereby authorizes the Agent to:

(i)

obtain and retain on the CBN’s Credit Risk Management System (“CRMS”) or any replacement thereof, all information relating to the Borrower’s tax identification number, status of indebtedness as well as all information relating to the bank verification number and status of indebtedness of the directors of

(ii)

report any non-repayment of the Facility, which is an Event of Default that is continuing, to the CBN through the CRMS) or by any other means prescribed by the CBN, and request the CBN to exercise its regulatory power to direct all Nigerian banks and other financial institutions under its regulatory purview to set-off the Borrower’s indebtedness from any money standing to the credit of the Borrower in any bank account and from any other financial assets any bank may be holding for the Borrower’s benefit (the “CBN Right of Set-Off”) provided that the CBN Right of Set-Off shall not apply to any bank account, funds or assets over which security has been created by the Borrower in favour of any person prior to the date of this Agreement.

(b)

Subject to paragraph (a)(ii) above, each Borrower undertakes that the CBN shall have power to set off its indebtedness under this Agreement from all such monies and funds standing to its credit or benefit in any and all such accounts or from any other beneficial assets belonging to it and in the custody of any Nigerian bank.

(c)

Each Borrower waives any right of confidentiality and irrevocably and unconditionally agrees to fully indemnify the Lenders and the CBN for any loss reasonably incurred in the course of exercising the CBN Right of Set-Off.

1.6

Exchange Rate Fluctuations and Baskets

1.7

Third-Party Rights

(a)

Except to the extent stated otherwise in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement.

(b)

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to amend, rescind or vary this Agreement or any Finance Document at any time.

1.8

Certificates

1.9

Electronic Signatures

2.

The Facility

2.1

The Facility

2.2

Increase

(a)

Holdco may by giving prior notice to the Agent by no later than the date falling 30 Business Days after the effective date of a cancellation of:

(i)

the Available Commitments of a Defaulting Lender in accordance with Clause 7.5 (Right of Cancellation in Relation to a Defaulting Lender);

(ii)

the Commitments of a Lender in accordance with:

(A)

Clause 7.1 (Mandatory Prepayment – Illegality); or

(B)

paragraph (a) of Clause 7.4 (Right of Cancellation and Repayment in Relation to a Single Lender);

(C)

the increased Commitments will be assumed by one or more Lenders or other banks or financial institutions (each an “Increase Lender”) selected by Holdco and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this Clause 2.2 without the prior consent of that Party);

(D)

each Obligor and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as each Obligor and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(E)

each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(F)

the Commitments of the other Lenders shall continue in full force and effect; and

(G)

any increase in the Commitments relating to the Facility shall take effect on the date specified by Holdco in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b)

An increase in the Commitments relating to the Facility will only be effective on:

(i)

the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and

(ii)

in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify Holdco and the Increase Lender.

(c)

Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d)

Holdco shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2.

(e)

Holdco may pay (or procure the payment) to the Increase Lender a fee in the amount and at the times agreed between Holdco and the Increase Lender in a Fee Letter.

(f)

Each Party shall co-operate to ensure that, on and following the date on which any increase in Commitments is effective, the proportion of the aggregate amount of all Loans under the affected Facility which each Lender holds is the same as the proportion which the Commitment of each Lender at such time bears to the Total Commitments.

(g)

Clause 25.5 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i)

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii)

the “New Lender” were references to that “Increase Lender”; and

(iii)

a re-transfer and re-assignment were references to respectively a transfer and assignment.

2.3

Additional Increase

(a)

Holdco may, by delivery of an Additional Increase Notice to the Agent, request that the Total Commitments be increased (and the Total Commitments shall be so increased) as described in, and in accordance with, this Clause 2.3.

(b)

Each increase in Total Commitments requested by Holdco pursuant to an Additional Increase Notice is subject to the following conditions:

(i)

the increased Commitments will be assumed by one or more Lenders or other banks or financial institutions (each an “Additional Increase Lender”) selected by ▇▇▇▇▇▇ and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this Clause 2.3 without the prior consent of that Party);

(ii)

the Agent receives the Additional Increase Notice by no later than the date falling three Business Days prior to the date falling 12 months from the date of this Agreement;

(iii)

the amount of each increase of the Commitments under this Clause 2.3 shall:

(A)

be for a minimum amount of NGN 4,400,000,000; and

(B)

not at any time exceed an amount that would result in the Total Commitments exceeding NGN 165,000,000,000 (or any other amount agreed to by the Agent acting on the instruction of all Lenders);

(iv)

Holdco may not deliver more than five Additional Increase Notices under this Clause 2.3 (Additional Increase);

(v)

no amendment shall be made to the Termination Date;

(vi)

no Default is continuing or would result from the proposed increase in the Commitments, in each case on the date of the Additional Increase Notice or on the Additional Increase Date; and

(vii)

in respect of each Additional Increase Lender:

(A)

the Agent has received and executed a duly completed Additional Increase Confirmation from the relevant Additional Increase Lender; and

(B)

in relation to an Additional Increase Lender which is not a Lender immediately prior to the relevant increase the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Additional Increase Lender, the completion of which the Agent shall promptly notify Holdco and the Additional Increase Lender.

(c)

Each increase in the Total Commitments and the assumption of the additional Commitments by the Additional Increase Lenders will take effect on the date (the “Additional Increase Date”) which is the later of:

(i)

the date specified by Holdco in the relevant Additional Increase Notice; or

(ii)

the date on which all of the conditions set out in paragraph (b) above in respect of such increase are satisfied.

(d)

On and from the Additional Increase Date:

(i)

the Total Commitments will be increased by the Additional Increase Amount;

(ii)

each Additional Increase Lender will assume all the obligations of a Lender in respect of the additional Commitments specified in the Additional Increase Confirmation of that Additional Increase Lender;

(iii)

each Obligor and any Additional Increase Lender which is not a Lender immediately prior to the Additional Increase Date shall assume obligations towards one another and/or acquire rights against one another as each Obligor and the Additional Increase Lender would have assumed and/or acquired had the Additional Increase Lender been an Original Lender;

(iv)

each Additional Increase Lender which is not a Lender immediately prior to the Additional Increase Date shall become a Party as a “Lender” and any such

(v)

the Commitments of the other Lenders shall continue in full force and effect.

(e)

Each Additional Increase Lender, by executing the Additional Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(f)

The Additional Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause ‎25.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause ‎25.6 (Procedure for transfers) and if the Additional Increase Lender was a New Lender.

(g)

Holdco shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.3.

(h)

Holdco may pay (or procure the payment) to the Additional Increase Lender a fee in the amount and at the times agreed between Holdco and the Additional Increase Lender in a letter between Holdco and the Additional Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this paragraph (h).

(i)

No Lender shall be under any obligation to execute any Additional Increase Confirmation.

(j)

Clause 25.5 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Additional Increase Lender as if references in that Clause to:

(i)

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii)

the “New Lender” were references to that “Additional Increase Lender”; and

(iii)

a re-transfer and re-assignment were references to respectively a transfer and assignment.

2.4

Finance Parties’ Rights and Obligations

(a)

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt, in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that

(c)

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under the Finance Documents.

2.5

Obligors’ Agent

(a)

Each Obligor (other than Holdco) by its execution of this Agreement or an Accession Deed irrevocably appoints Holdco (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)

Holdco on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii)

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to Holdco,

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

3.

Purpose

3.1

Purpose

(a)

the prepayment and cancellation in full of (or the reimbursement of the Borrowers for the prior prepayment and cancellation in full of) the aggregate NGN amounts outstanding under the  Existing Facilities;

(b)

general corporate purposes of the Nigeria Group including, but not limited to, the financing of (a) working capital requirements of the Nigeria Group (b) the purchase price of any acquisition from time to time and any related fees, costs and expenses;

(c)

the financing of any capital expenditure; and

(d)

the payment of any Transaction Costs.

3.2

Monitoring

4.

Conditions of Utilisation

4.1

Initial Conditions Precedent

(a)

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to any Loan if on or before the Utilisation Date for that Loan the Agent has received all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent), in form and substance satisfactory to the Majority Lenders and each Original Lender and/or each Affiliate of an Original Lender that has become a Lender after the date of this Agreement but prior to the date of delivery of that first Utilisation Request (the “Relevant Lenders”) (or the receipt of such documents and evidence has been waived by the Relevant Lenders). The Agent shall notify Holdco promptly on the Relevant Lenders being so satisfied.

(b)

Other than to the extent that the Relevant Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders and the Arrangers authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2

Further Conditions Precedent

(a)

no Default is continuing or would result from the proposed Loan; and

(b)

the Repeating Representations are correct in all material (except where that representation and warranty is already qualified by materiality under Clause 20 (Representations and warranties)) respects,

4.3

Maximum Number of Loans

(a)

No Utilisation Request may be given if, as a result of the proposed Utilisation:

(i)

prior to any increase in the Commitments which takes effect in accordance with Clause 2.3 (Additional Increase), more than four Loans would be outstanding; or

(ii)

after any increase in the Commitments which takes effect in accordance with Clause 2.3 (Additional Increase), more than six Loans would be outstanding.

(b)

Holdco may not request that a Loan be consolidated or divided.

5.

Utilisation – Loans

5.1

Delivery of a Utilisation Request

5.2

Completion of a Utilisation Request for Loans

(a)

Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(i)

it identifies the Borrower;

(ii)

the proposed Utilisation Date is a Business Day within the Availability Period;

(iii)

the currency and amount of the Loan comply with Clause 5.3 (Currency and Amount); and

(iv)

the proposed Interest Period complies with Clause 11 (Interest Periods).

(b)

Multiple Loans may be requested in the first Utilisation Request. Only one Loan may be requested in each subsequent Utilisation Request.

5.3

Currency and Amount

(a)

The currency specified in a Utilisation Request must be NGN.

(b)

The amount of the proposed Utilisation must be set in NGN and must not exceed the applicable Available Facility.

5.4

Lenders’ Participation

(a)

The Agent shall notify each Lender of the Loan requested under the Utilisation Request at the Specified Time.

(b)

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(c)

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

5.5

Cancellation of Commitment

6.

Repayment

6.1

Repayment of Loans

(a)

The Borrowers shall repay the aggregate Loans in instalments by repaying on each Facility Repayment Dates an amount which reduces the outstanding aggregate Loans by an amount equal to the relevant percentage of all Loans borrowed by the Borrowers as at 5:00pm Lagos time on the last day of the Availability Period as set out in the table below: