INTERNATIONAL GATEWAY LICENCE

(IGL/XXX/07)

Granted by
NIGERIAN COMMUNICATIONS COMMISSION

To

XXXXXXXX LIMITED

Under Section 32 of the Nigerian Communications Act 2003

 CONTENTS

THE LICENCE

DEFINITIONS AND INTERPRETATIONS

SCHEDULE 1: GENERAL CONDITIONS

1 Compliance with the Act, WTA, Regulations
2 International Services
3 Prohibition of Exclusive Dealing in International Services
4 Other Arrangements for International Services
5 Resellers and Agents
6 Approval and Publication of Tariffs, Terms and Conditions
7 Prohibition of Undue Preference and Undue Discrimination
8 Prohibition of Cross-Subsidies
9 Prohibition of Anti-Competitive Conduct
10 Prohibition of Linked Sales
11 Prohibition of Certain Excusive Dealing Arrangements
12 Code of Practice for Customer Affairs
13 Arbitration of Disputes with Customers
14 Separate Accounts for all Activities
15 Details of Accounts
16 Code of Practice on Confidentiality of Customer Information
17 Transfer of Licence
18 Approval of Joint Ventures
19 Associates
20 Pre-Notification of Changes in Shareholding
21 Interconnection Arrangements with other Operators including Access
Provisioning, Collocation and Facility Sharing
22 Charges, Cost Accounting System and Accounting Separation Relating to
Interconnection
23 Value-Added Service Providers
24 Connection of Other Systems and Equipment
25 Equal Access

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26 Payment of Fees
27 Requirement to Furnish Information to the Commission
28 Amendment of the Licence
29 Expiration of the Licence
30 Revocation
31 Exceptions and Limitations on Obligations
32 Limitation of Liabilities
33 Penalties for Non-Compliance generally

SCHEDULES 2 SPECIFIC CONDITIONS ON TECHNICAL AND

SERVICE ISSUES
34. Scope of Operations
35. Connection Authorisation and Service Authorisation
36. Gateway Locations and Routing Arrangements
37. Authorisations, Permits and Licences
38. Equipment and Site(s) Approvals
39. Frequency Assignments
40. Grade of Service
41. Quality of Service and Quality Schedule
42. Disruption or Suspension of Service
43. Technical Specifications
44. Maintenance and Safety of Equipment
45. Alterations to Licensee’s Systems
46. Metering and Billing
47. Requirement to Provide Itemised Information
48. Non-Payment of Bills
49. Provision of Special Facilities and Services
50. International Circuits
51. Publication of Interfaces

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 LICENCE NO. IGL/XXX/07 GRANTED TO
XXXXXXXXXX LIMITED
TO OWN AND OPERATE FACILITIES FOR THE PROVISION AND
OPERATION OF INTERNATIONAL GATEWAY SERVICES UNDER
SECTION 32 OF THE NIGERIAN COMMUNICATIONS ACT 2003

THE LICENCE

1. The Nigerian Communications Commission (hereinafter referred to as “the

Commission”) being a body corporate with perpetual succession and a seal,
established by Section 3 of the Nigerian Communications Act 2003 (hereinafter
referred to as “the Act”) and in exercise of the powers conferred on it by Section
32 of the Act hereby grants to XXXXXXXXX LIMITED (hereinafter referred to
as “the Licensee” who, where the context so admits shall include its successors
and/or assigns) a Licence, for the period specified in Paragraph 2 subject to the
Conditions set out in Schedules 1 and 2, to own and operate facilities for the
provision and operation of International Gateway Services (hereinafter referred to
as the “Licensed undertaking”) as determined by the Commission.

2. The Licence shall enter into force on DD day of MMMMM, YYYY (hereinafter
referred to as the “Effective Date”) and shall be of twenty (20) years duration in
the first instance.

3. Subject to Paragraph 4 hereunder, this Licence shall be automatically renewed

upon the expiry of the tenure hereof and remain valid for a further period of
fifteen (15) years unless the Licensee has given written notice to the Commission,
at least twelve months before the expiry date hereof, of its intention not to renew
the Licence.

4. The automatic renewal of the Licence in the manner provided in Paragraph 3 shall
be subject to the payment, within six months before the expiry date of the Licence,
of such Licence fees as the Commission shall specify. The renewal shall also be
upon such modified terms and conditions as the Commission may determine and
subject to the provisions of the Act, WTA and Regulations.

5. This Licence is valid for the provision and operation of the services specified in
Condition 34 to this Licence within Nigeria.

DR. EUGENE JUWAH

EXECUTIVE VICE-CHAIRMAN/CHIEF EXECUTIVE

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DEFINITIONS AND INTERPRETATION

1. In these Conditions, unless the context otherwise requires, the following

expressions shall have the meanings indicated beside them:

“Act” The Nigerian Communications Act or, as the context may

admit, any succeeding legislation thereto.

“Associate” A subsidiary of or another body corporate controlled by the

Licensee and carrying on business in Nigeria.

“Auditor” (a) Except where the context otherwise requires, the

Licensee’s Auditor for the time being appointed in
accordance with the requirements of the Company
and Allied Matters Act Cap 59 Laws of the
Federation of Nigeria 1990 as may be amended.

(b) Auditor(s), other than the Licensee’s Auditor(s),

appointed by the Commission under this Licence to
carry out specific assignments.

“Businesses” Comprise the revenues, cost and assets of all the licensed
undertakings and “Business” means any of them.

“Carrier Services” Telecommunications services provided by means of a

public or privately owned telecommunications network
comprising radio, cable or satellite-based sub-systems or
any combination of these media deployed for the purpose of
carriage and termination of domestic and international
traffic and providing domestic and international point-to-
point and switch/unswitched point-to-multipoint
telecommunication.

“Charges” As the context so permits, the charges, paid by a Customer,

Operator, Value-Added Service Provider or Reseller to the
Licensee for its services or by the Licensee to an Operator
for the Operator’s services, including in any of the
circumstances, but not limited to tariffs, installation
charges, access charges, etc.

“Commission” The Nigerian Communications Commission and agents

appointed pursuant to powers under the Act.

“Connect” To install, maintain and use any telecommunication line or

other equipment use for telecommunications so that
messages which are conveyed by one Operator are also
conveyed by another Operator, or sent by means of one
item of equipment are conveyed or received by means of
another item of equipment.

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"Connectable System" A Telecommunications System approved for use in Nigeria
by the Commission, which entitles the Licensee to
interconnection under Section 96 of the Act.

Customer”, “User”, As the context admits, a person (including but not Or “End-
user” limited to an Operator, Reseller or Value-Added Service
Provider) who has entered into a contract with an
Operator for the provision of telecommunication
services on the Operator’s terms and conditions
approved in accordance with relevant conditions of the
Operator’s Licence.

“Domestic network” or The aggregate of all the telecommunication networks

Public network” operating and providing commercial service in Nigeria,
owned by different Operators but interconnected to each
other.

“Effective Date” The date the Licence enters into force as specified
hereinbefore in Paragraph 2 of the Licence.

“Financial Year” Licensee’s financial year.

“Foreign
Telecommunication
Operator(s)” Telecommunication Operator(s) outside Nigeria.

“Interconnection” The Connection of Licensee’s System with Operators’ or

value Added Service Provides’ Systems in order to convey
messages to and from their respective Systems for the
provision of their respective licensed undertakings.

“Interested Parties” Those persons (if any), other than the Licensee, with whom,
in any particular case, the commission considers it
appropriate to consult.

“International Access” Access provided to a customer by the Licensee which

enables transmission and receipt of message(s) to and/or
from international location(s).

“International Circuit” Connection between international and domestic locations.

“International Connection” A telecommunication service consisting in the service”

conveyance of any message conveyed by means of any
telecommunication system from the domestic network
to an international network.

“International Gateway” A switching system that routes international traffic between

international networks and the domestic network.

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“International Network” A telecommunication network owned by a Foreign
Telecommunication Operator and operating from any
location outside Nigeria.

“Licence” A licence granted or having effect as if granted under

Section 32(1) of the Act.

“Licensed Undertaking” In the context of this Licence, owning and operating

facilities for the provision and operation of international
gateway and access services.

Licensee’s Group” Licensee’s associated company(ies).

“Maintenance Service” In relation to any equipment which has been installed:

(a) Pre-Maintenance inspection;
(b) Carrying out repairs;
(c) Verifying or ensuring that
(i) The equipment performs in accordance with its
specification or as may be required by the
Operator of the Connectable System in which
such equipment is incorporated;

(ii) The equipment continues to comply with any

condition contained in an approval of that
equipment as given by the Commission;

(iii)Any terms or conditions regarding the

equipment or its connection or use that may be
stipulated by the Licensee and which must be
observed if the connectable System is or is to
remain connected to the Licensee’s System are
observe;

(d) Any activity involving the removal of the outer

cover of the equipment or alteration of the
equipment in including alterations of any stored
commands capable of affecting the compliance of
the equipment with the technical requirements and
conditions mentioned in (c) above;

(e) Any activity involving the use of any test equipment

or other equipment not forming a permanent part of
the equipment;

but shall not include operations incidental to the

installation, bringing into service or routine use of the
equipment to convey messages.

“Major Office (s)” Licencee’s operational office(s) that interfaces with the
Licensee’s customers.

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“Message” Any sound, signal sign or image sent, received, or to be
sent, by means of a telecommunication service.

“Network” or An interconnection of switching nodes, transmission

“Telecommunication links and other communication equipment and facilities
Network” all of which function for the purpose of conveying
messages from one point to another

“Node” A point in a network providing access to or egress from the

network

“Nigeria” The geographical territory known as the Federal Republic

of Nigeria

“Operator” As the context permits, a provider of a telecommunication

service duly licensed by the Commission, including but not
limited to the Licensee.

“Person” Any individual, Firm, Corporation, partnership, Trust,

Limited Liability Company, Joint Venture, Government
Entity or other Entity.

“Regulations” The Regulations enacted by the Commission or any other

competent authority under the Act and/or WTA and such
further Regulations relating to the services as the
Commission may publish from time to time.

“Reseller” or “Agent” Any person who is appointed by the Licensee to resell any
description to telecommunication services provided or
proposed to be provided by the Licensee and is licensed by
the Commission.

“Services” or Services whose provision consist wholly or partly in the

“Telecommunications transmission and/or routing of signs, signals, texts, Services
images, sounds or data or a combination of these
functions on telecommunications networks, using
telecommunication process.

“System(s)” As the context so admits, Licensee’s or any other

Operator’s telecommunication system or both or any
number of them.

“Tariffs” The actual usage or airtime charges payable by a customer

to an Operator for its services.

Termination Point” or
“Connection Point”

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“Telecommunications” Any form of transmission, broadcast or reception of signs,
signals, texts, images, sounds or data by wire, optical
means, microwave or other electromagnetic means.

“Telecommunications Any form of installation or group of installations which

Network Infrastructure” ensure either the transmission or the transmission and
routing of telecommunication signals and the associated
exchange of the control and operational information
between network termination points.

“Value Added Service An Operation that is licensed by the Commission to use

Provider” the basic telephony service for the provision of
enhanced services to customers.

“Wireless Telegraphy Wireless Telegraphy Act Cap 469 Laws of the Act” or
“WTA” Federation of Nigeria 1990 as amended by Wireless
Telegraphy (Amendment) Act No. 31 of 1998

2. The Interpretation Act Cap 192 Laws of the Federation of Nigeria 1990
(“Interpretation Act”) shall apply for the purposes of interpreting the Conditions
of this Licence.

3. In this Licence, all words and/or expressions shall, unless the context otherwise
requires have the meanings assigned to them and in the event of ambiguity
howsoever, such words or expressions shall have the meanings ascribed to them in
the Act.

4. For the purposes of interpreting the Conditions of this Licence, headings and titles
to the Conditions shall be of no relevance.

5. Any reference in any of the Conditions, however expressed, to the Commission

notifying the Licensee about any matter, consulting the Licensee about any matter,
affording the Licensee an opportunity to make representation, taking
representations made by the Licensee into account, or explaining, or giving
reasons for any matter to the Licensee shall be without prejudice to any obligation
of due process or similar obligation which the commission is or may be under by
virtue of any rule or principle of law or otherwise.

6. This Licence and the legal relations between the Licensee and Commission and
any claim instituted by the Licensee or the Commission with respect to matters
arising under or in connection with or in respect of this Licence shall be governed
by and construed in accordance with the Laws of the Federal Republic of Nigeria.

7. This Licence constitutes the entire set of terms and conditions applicable to the
Licence and supersedes all other prior understandings, both written and oral,
between the Commission and the Licensee.

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8. If any provision in or obligation under this Licence is considered invalid, illegal or
unenforceable by a Court of competent jurisdiction, such judicial decision must,
as regards such invalidity, be strictly interpreted and shall not affect or impair the
validity, legality or enforceability of any other provision in or obligation under
this Licence.

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 SCHEDULE 1:

GENERAL CONDITIONS

Condition 1
Compliance with the Act, WTA and Regulations

1.1 The License shall comply with the provisions of the Act, WTA and Regulations
made thereto and with any direction, determination or order that the Act and/or
WTA provide for the Commission to give or make.

1.2. The Licensee, its officers, directors, employees, agents, or counsel shall not, in
any response to the Commission or any inquiry or in any application, pleading,
report or any other written statement submitted to the Commission, make any
misrepresentation or willful material omission thereon.

1.3. Unless otherwise provided in this Licence, any notifications, service of process,
petitions, claims and other communication requested or permitted pursuant to this
Licence shall be made in writing and shall be considered validly made when
delivered by hand or by courier, telex or facsimile to the Licensee at its address
provided for contract purposes and to the Commission at any of its offices.

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 Condition 2

International Services

2.1 The Licensee shall take all reasonable steps to provide by means of its Systems to
any person to whom it provides telecommunication services by means of those
Systems and who so requests International Gateway Services to the extent
necessary to satisfy all reasonable demands for such services by such a person.

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 Condition 3

Prohibition of Exclusive
Dealing in International Services

3.1 The Licensee shall not enter into any agreement or arrangement with any person
running an Authorised Foreign System on terms or conditions that unfairly
preclude or restrict the provision of services by another Operator of International
Connection or Access Services.

3.2 The Licensee shall not at any time unreasonably exclude any other Operator who
is authorized by its Licence to connect its System to another telecommunication
System situated outside Nigeria but which may or may not have a Network
Termination Point in Nigeria, so as to convey Messages to that other System from
a reasonable opportunity to participate in any international arrangement into
which it has entered or proposes to enter provided that where such exclusive
arrangement were entered into prior to the Effective Date of this Licence, the
Licensees shall take immediate and appropriate steps within 60 (sixty) days from
the Effective Date of this Licence to review the arrangement or Agreement in
order to allow reasonable opportunity for any other such Operator to participate in
the international arrangement upon such reasonable terms and conditions as the
Licensee and the Operator shall agree to or which the Commission shall determine
failing an agreement between the parties.

3.3 Where the Commission determines that the Licensee has unfairly and
unreasonably excluded or restricted an Operator from the provision of
International Connection or Access Services or such arrangements related thereto,
as provided under Conditions 3.1 and 3.2, the Commission may, after considering
representations from the Licensee and the Operator, give such directives as may
be necessary to ensure that such Operator is afforded the opportunity to provide
such International Gateway or Access Services and participate in any
arrangements related thereto.

3.4 In this Condition, “Authorised Foreign System” means any System that is owned
and operated outside Nigeria by a Foreign Telecommunication Operator and
which provides International Connection or Access Services into and/or out of
Nigeria.

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 Condition 4
Other Arrangement for International Services

4.1 Subject to Condition 4.2, the Licensee shall on a continuous basis, with effect
from the Effective Date of this Licence, deposit with the Commission copies of all
international correspondent Agreements entered by the Licensee with Foreign
Telecommunication Operators for the provision of international
telecommunications services within 30 (thirty) days of the execution thereof.

4.2 Within 90 (ninety) days from the Effective Date of this Licence, the Licensee shall
furnish to the commission copies of all such international correspondent
Agreements referred to in Condition 4.1, that were entered into between the
Licensee and Foreign Telecommunication Operators prior to the Effective Date of
this Licence and are still subsisting as at the said Effective Date.

4.3 The Licensee shall in entering into such agreements with Foreign
Telecommunication Operators ensure compliance with all applicable international
treaties and bilateral agreements now or hereafter binding upon the Federal
Republic of Nigeria. In regard to Agreements that were entered into prior to the
Effective Date of this Licence and that are still subsisting and binding on the
parties, the Licensee shall review the terms thereof and ensure compliance with
the aforementioned international treaties and bilateral agreements.

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 Condition 5

Resellers and Agents

5.1 The Licensee’s rights under this Licence may be exercised partially through
Agents and Resellers, it being understood that the Licensee shall have the
discretion to determine and implement the appropriate means of marketing and
distribution of its services inclusive of the appointment and termination thereof of
its Resellers and Agents.

5.2 The Licensee shall, subject to the following terms and conditions, be responsible
for the acts and omissions of its Resellers and Agents:

(a) The liability of the Licensee for any acts or omissions of any of its Agents
and Resellers in relation to the exercise of such rights shall be limited to
acts or omissions which constitute contraventions of the Conditions of this
Licence;
(b) The Licensee shall stipulate adequate provisions in its contracts with its
Agents and Resellers to ensure that their exercise of any of the rights of the
Licensee does not contravene any of the Conditions of this Licence;
(c) Should the Licensee’s Agent or Reseller commit any act or omission in
contravention of a Condition of this Licence, the Licensee shall upon
becoming aware thereof act as expeditiously as is reasonably possible to
remedy such contravention and the Licensee shall be afforded reasonable
time by the Commission for such purposes; and
(d) The Commission shall upon becoming aware of any contravention of
Licence Conditions by the Licensee’s Agents or Resellers or any
complaints lodged with the Commission in relation thereto forthwith in
writing notify the Licensee accordingly.

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 Condition 6

Approval and Publication of

Tariffs, Terms and Conditions

Approval

6.1 The Licensee shall not impose any charges, terms and conditions for the provision
of any specified telecommunications service until the Commission has approved
such terms and conditions.

6.2 For the avoidance of doubt, the Licensee shall provide the specified
telecommunications service at the charges, terms and conditions so approved by
the Commission and shall not depart therefrom without prior approval by the
Commission of the proposed charges, terms and conditions.

6.3 The tariffs must be in a form approved by the Commission who will provide
written reasons in the event of non-apporval.

6.4 The Licensee shall lodge a notice of tariffs and any variation thereto with the
Commission which sets out in relation to each kind of service that it proposes to
offer:

(a) A description of the service;

(b) Details of the nature and amounts of charges payable for the service; and

(c) The method adopted for determining the charges and other terms and
conditions on which it offers:

(i) To provide each description of telecommunication service by

means of any of the Licensee’s Systems in accordance with an
obligation imposed by or under this Licence;

(ii) To maintain, adjust or repair any equipment comprised in any of

the Licensee’s Systems in accordance with an obligation impose by
or under this Licence;

(iii) To connect to any of the Licensee’s Systems any equipment or any

System which is not and is not to be comprised in any of the
Licensee’s Systems in accordance with an obligation imposed by
or under this Licence;

(iv) To grant permission to connect such Systems or equipment to or to

provide services by means of any of the Licensee’s Systems in
accordance with any obligation imposed by or under this Licence;
or

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 (v) To bring into service any equipment or System which, in either
case, is or is to be connected to but not comprised or to be
comprised in any of the Licensee’s Systems, where only the
Licensee is permitted to provide such service.

6.5 If the charges in the tariff plan vary, in nature, in their amounts or both, the notice
must set out, why and how the charges vary.

6.6 The notice must be precise and detailed enough to be used to work out the nature
and amount of charges payable for the supply of the particular service.

6.7 The notice of tariffs lodged with the Commission must state the period (i.e. the
term) for which it is to be in force. The term must not begin until approval for the
tariffs is given by the Commission or at a time when a previous tariff of the
Licensee on the same service is still in force.

Publication

6.8 Subject to Conditions 6.1 and 6.2, the Licensee shall publish for the general
public, in the manner and at the times specified in Condition 6.9 the charges,
terms and conditions for its customers, and any modifications or amendments
thereto, with regard to provision of International Gateway Services and/or Access.

6.9 Publication of the notice shall be effected by:

(a) Sending a copy thereof to the Commission to arrive not more than 28 days
after the date on which the Licensee first provides such services and
thereafter not less than 1 day before any proposal to amend any charge,
term or condition or the method determining the same is to become
effective;

(b) Placing as soon as practicable thereafter a copy thereof in a publicly

accessible part of every office of the Licensee in such manner and in such
place that is readily available for inspection free of charge by members of
the general public during working hours;

(c) Sending a copy thereof or such part(s) thereof as are appropriate to any
person who may request such a copy.

6.10 Where the Licensee publishes a notice of amendment to a charge in the form of an
extract from its price list, the new price shall be clearly identifiable and the
operative date specified. The tariff changes shall be implemented only after an
appropriate public notice period set by the Commission has been observed.

6.11 The Commission may direct the Licensee to implement specific terms and
conditions in the provision of services which include charging for peak and off-
peak periods or such other terms and conditions as may be necessary in line with
international best practices.

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6.12 The Licensee shall ensure that discount schemes offered by the Licensee to its
customers are fully transparent and shall be published in the same manner as set
out in Condition 6.9 above.

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 Condition 7

Prohibition of Under Preference

And Undue Discrimination

7.1 The Licensee shall not (whether in respect of charges, application of discount
schemes, or other terms or conditions applied or otherwise) show undue
preference to or exercise undue discrimination against any particular person or
persons of any class or description in respect of:

(a) The provision of a service under this Licence; or

(b) The connection of any equipment approved by the Commission.

7.2 The Licensee shall be deemed to have shown such undue preference or to have
exercised such discrimination if inter alia it unfairly favours to a material extent a
business carried on by it or by its lawful telecommunication associates in relation
to any of the matters mentioned in Condition 7.1 so as to place at a significant
competitive disadvantage persons competing with that business.

7.3 Notwithstanding the provisions of Condition 7.2, the Licensee may provide the
service to its customers on charges, terms and conditions that are preferential if
the charge in question is in accordance with a tariff plan and terms and conditions
that have been duly approved by the Commission as required by this Licence.

7.4 The sharing of infrastructure and facilities by the Licensee with other Operators
who are licensed to provide similar services as hereunder shall be subject to the
prior approval of the Commission.

7.5 Any question relating to whether any act done or course of conduct pursued by the
Licensee amounts to such undue preference or such undue discrimination shall be
determined by the Commission, but nothing done in any manner by the Licensee
shall be regarded as undue preference or undue discrimination if and to the extent
that the Licensee is required to do that thing in that manner by or under any
provision of this Licence.

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 Condition 8
Prohibition of Cross-subsidies

8.1 The Licensee shall ensure that its business under this Licence is not unfairly cross-
subsidised from any other source, except in cases where the Licensee is under an
obligation to provide service at a place or in an area in which the demand or the
prospective demand for the service is not sufficient, having regard to the revenue
likely to be earned from the provision of the service in the area, to meet all the
costs reasonably to be incurred by the Licensee in providing the service there,
including

(a) The cost of equipment necessary for the provision of the service there;

(b) The cost of installing, maintaining and operating such equipment for the
purpose of providing service there; and

(c) The cost of the trained manpower necessary to provide the service there;

in which case the Licensee shall obtain the Commission’s prior approval
therefore.

8.2 Where it appears to the Commission that the Licensee is unfairly cross-subsidising
its business under this Licence from any other source whatsoever, it shall take
such steps as the Commission may direct for the purpose of remedying the
situation.

8.3 For the purposes of determining cross-subsidy, the Licensee shall record, except
where the Commission agrees otherwise, at full cost in its accounting records, any
material transfer between any of the Licensee’s business or any of such businesses
and any other source whatsoever.

8.4 In considering whether any cross-subsidy of any part or parts of the Licensee’s
business is unfair, the Commission shall have regard to the extent to which the
Licensee cross-subsidised that business for the purpose of satisfying any
obligation imposed on it by this or any other Licence granted to the Licensee by
the Commission.

8.5 For the purposes of this Condition:

(a) A transfer from one business to another business or a company takes place
when anything (including any service or money) produced or acquired by,
normally used in, or otherwise at the disposal of, the first mentioned
business, is made available for the purposes of the other business or
company; and

(b) “Full cost” in the case of money transferred includes the market rate of
interest for that money.

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 Condition 9
Prohibition of Anti-Competitive Conduct

9.1 The Licensees shall not engage in any conduct which in the opinion of the
Commission has the purpose or effect of preventing or substantially limiting,
restricting or distorting competition in the operation of the service or in any
market for the provision or acquisition of telecommunication installation, service
or equipment.

9.2 The conduct which the Commission may consider as the relevant purpose or effect
referred to in Condition 9.1 includes but is not limited to:

(a) Collusive agreement to fix the price of any equipment or service;

(b) Boycotting the supply of goods or services to competitions;

(c) Entering into excusive arrangement which prevent competitions from

having access to supplies or outlets;

(d) Agreements between Operators to share available market between them

along geographic or customer lines;

(e) Agreement limiting production, markets, distribution of equipment or

technical development to the prejudice of customers;

(f) Applying dissimilar conditions to equivalent transactions with different

parties, thereby placing one or some of the parties at a competitive
disadvantage.

9.3 In particular but without limiting the generality of the conduct referred to in
Condition 9.2, the Licensee shall not;

(a) Enter into any agreement, arrangement or understanding, whether legally

enforceable or not, which has or is likely to have the purpose or effect of
preventing or substantially restricting competition in any market for the
provision or acquisition of any telecommunication installation, service or
equipment;

(b) Give an undue preference to or receive an unfair advantage from a

business carried on by the Licensee or by its associate company, service or
person, if in the opinion of the Commission, competitors would be placed
at a significant competitive disadvantage or competition would be
prevented or substantially restricted within the meaning of this Licence or
any other legislation thereon.

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 Condition 10

Prohibition of Linked Sales

10.1 The Licensee shall not make it a condition of

(a) Providing any telecommunication service;

(b) Supplying any telecommunication equipment;

that any person should acquire from the Licensee or from any other person
specified or described by it:

(ii) Any telecommunication service other than the telecommunication

service requested save where that service cannot be provided
without the provision of that other telecommunication service; or
(iii) Any telecommunication equipment (including in particular but not
limited to terminal equipment) not incorporated in the Systems
supplied save where the telecommunication service requested
cannot otherwise be provided or the telecommunication equipment
cannot otherwise be used.

10.2 Except where the Commission has agreed otherwise, the Licensee shall not do
either or the things described in Conditions 10.1 (a) and 10.1 (b) together with the
other thing in a manner or for charges or on terms or conditions more favourable
than would be available for doing one thing without that other thing.

10.3 Notwithstanding Condition 10.1 and 10.2 the Licensee may, where it supplies as
part of the same transaction or interconnected series of transactions two or more
items of telecommunication equipment, offer quantity discounts or more
favourable terms and conditions in respect of quantity in relation to such
equipment which it so supplies whether those items or equipment are of the same
or different descriptions.

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 Condition 11

Prohibition of Certain Exclusive

Dealing Arrangements

11.1 The Licensee shall not, except with the prior written consent of the Commission,
make the acquisition from any person in Nigeria by the Licensee or any of its
wholly-owned subsidiaries or the installation or servicing by any person in
Nigeria for the Licensee or any such subsidiary, of any telecommunication
equipment of any description conditional upon agreement;

(a) To supply to the Licensee or to supply or not to supply to any person

equipment of a different description;
(b) To provide to the Licensee or to provide or not to provide to any other
person any telecommunication service of a different description; or
(c) To transfer to the Licensee or to any other person any interest in industrial
or intellectual property with a view to restricting unreasonably the freedom
of the supplier of the equipment or the provider of the service in question
to exploit his industrial or intellectual property in order to confer on the
Licensee or some other person an unfair competitive advantage.

11.2 If the Commission is satisfied that persons in Nigeria who are not genuinely
willing to give to the Licensee or to any of its wholly-owned subsidiaries the sole
right to supply to customers telecommunication equipment supplied by those
persons, are being so required by the Licensee, then the Commission may direct
the Licensee to comply with the provision of Condition 11.3.

11.3 The condition referred to in Condition 11.2 is that the Licensee shall not, except
with the prior written consent of the Commission, make the acquisition of
telecommunication equipment, or of telecommunication equipment specified by
the commission or of a description so specified by the Licensee or any of its
wholly-owned subsidiaries, from any person in Nigeria or any such person
specified by the commission, conditional upon the agreement of the supplier not
to supply to any other person, equipment of the same description as that to be
supplied to the Licensee or to its wholly-owned subsidiary.

11.4 Notwithstanding the provisions of Condition 11.1 or any direction made pursuant
to Condition 11.2, the Licensee shall be free:

(a) To agree with any person that that person will supply to the Licensee or
one of its wholly owned subsidiary alone, telecommunication equipment
of any description which is distinguishable (by any means other than ones
which account for a disproportionate share of the cost of that equipment)
by its external appearance or by any marking or similar attribute, from
other equipment of the same description, and which is or is intended to be
thereby associated with the Licensee or to a wholly-owned subsidiary;

(b) To require that other telecommunication equipment should be supplied or

another telecommunication service should be provided with or in
connection with any equipment or service where the supply of that other

23
 equipment or the provision of that other service is reasonably related to
that supply or provision;

(c) To require that transfer to the Licensee or any of its wholly-owned

subsidiaries of any interest in industrial or intellectual property which the
commission agrees is necessary or desirable to facilitate the running of any
of the Licensee’s system;

(d) To dispose of any interest in industrial or intellectual property owned by

the Licensee or any of its wholly-owned subsidiaries free from all
encumbrances and restrictions of whatsoever nature arising out of or under
this Licence;

(e) To require the transfer to the Licensee or any of its wholly-owned

subsidiaries, by any person, of an interest in industrial or intellectual
property arising out of any work done in pursuance of any agreement made
between the Licensee or any of its wholly-owned subsidiaries and that
person for any research or development to be carried out by it, unless the
Commission otherwise directs;

(f) To require the transfer to the Licensee or any of its wholly-owned

subsidiaries or any other person of any interest in industrial or intellectual
property to the extent that is reasonably necessary for the purpose of
enabling the Licensee to secure alternative sources of supply of
telecommunication equipment; or

(g) To require any person who supplies telecommunication equipment or who

provides telecommunication services to enter into an agreement of the kind
referred to in Conditions 11.1, 11.2 or 11.3 where the Licensee or any of
its wholly-owned subsidiaries makes available research, design or
development work or where the Licensee or such subsidiary agrees to
finance such work on terms that an agreement of that kind will be entered
into

24
 Condition 12

Code of Practice for Consumer Affairs

12.1 The Licensee shall, in consultation with the Commission, prepare and publish in
accordance with Condition 6.9 not later than 3 (three) months from the Effective
Date of this Licence, a Code of Practice including:

(a) Standard contract terms and conditions for its customers;

(b) Guidance to its customers ,and employees in respect of disputes or

complaints relating to the provision of service by the Licensee and the time
frame for handling complaints through this procedure;

(c) Further recourse available to a customer who is dissatisfied with the

Licensee's complaints handling procedures together with specific details of
compensation/refund scheme(s) offered to customers by Licensee;

(d) Advice to its customers on charging, billing and enquiries in relation

thereto;

(e) Description of services offered together with advice on and procedures for
the proper use of the services by its customers;

(f) Advice on and conditions for connection of equipment by third parties to

Licensee's systems;

(g) Procedures adopted by the Licensee to check the accuracy of its customers'
service accounts;

(h) Procedures adopted by the Licensee to assist its customers in emergency

situations; and

(i) Availability to customers of quality of service information relating to the

Licensee's network services;

12.2 The Licensee shall review the Code of Practice annually and shall in consultation
with the Commission publish the revised version of the Code of Practice, in
accordance with Condition 6.9, not later than the third month of every calendar
year.

12.3 The Licensee must keep and maintain all information on the complaints made to
the Licensee by its customers. The Licensee shall provide such information to the
Commission at least once in each year. The Commission may, after consultation
with the Licensee, publish the information, provided that such publication shall
relate to a period of not less than 3 (three) months and shall be published together
with similar information pertaining to other Operators.

25
12.4 The Licensee shall establish and maintain efficient information and procedures to
assist its customers in resolving questions relating to the installation of and all
other relevant issues relating to the provided services. In the provision of such
services, the Licensee shall not discriminate between the customers.

12.5 The Licensee shall have available copies of any forms, which may be issued by
the Commission for the filing of formal or informal complaints, and shall make
such forms available to its customers promptly upon request. The Licensee will
train its personnel responsible for interacting with the customers to inform the
customers that they have a right to lodge formal or informal complaints with the
Commission and that the Licensee can make any issued forms available.

26
 Condition 13

Arbitration of Disputes with Customers

13.1 The Licensee shall include in the standard terms and conditions on which it
provides its services provisions giving persons to whom the services are provided
the opportunity to refer to an inexpensive independent arbitration procedure
instead of to a court of law, any dispute relating to the provision of these services
which does not involve a complicated issue of law or a sum greater than such sum
as the Commission may from time to time determine. The arbitral procedures and
the method of appointment of the arbitrators shall be subject to consultation with
the Commission.

13.2 The Commission shall settle:

(a) Any dispute between the Licensee and its customer(s) relating to the
provision of the services which the Commission is capable of resolving in
accordance with the established procedure for redressing grievances of
customers; and

(b) Any other dispute between the Licensee, other Operators and customer(s)
within the scope of the powers given to the Commission under the Act.

27
 Condition 14

Separate Accounts for all Activities

14.1 This Condition applies for the purpose of ensuring that the Licensee establishes
accounting and reporting arrangements sufficient to enable the Licensee's finances
in relation to separate Licensed Undertakings to be assessed and reported
separately from each other to ensure clarity, accuracy and easy retrieval of
information with respect to the separate Licensed Undertakings.

14.2 The Licensee shall

(a) Maintain accounting records in such a form that each of those businesses it
carries out are separately identifiable or separately attributable in the books
of the Licensee, being records sufficient to show and explain the
transactions of each of those Businesses;

(b) Prepare in respect of each complete financial year of the Licensee during
which this Licence is in force, or of such lesser periods as the Commission
may specify, accounting statements setting out and in the case of annual
statements fairly representing the costs (including capital costs), revenue
and financial position of each of the Businesses carried on by the Licensee
in that period and including a reasonable assessment of the assets
employed in and liabilities attributable to each of the businesses and
showing separately by way of explanatory notes to the Financial
statements, in the case of yearly accounting statements, the amount of any
material item of revenue, cost, asset or liability which has been either:

(i) Charged from or allocated to any other business of the Licensee

together with a description of the basis of the value on which the
charge was made; or

(ii) Determined by apportionment or attribution from an activity

common to the Business and any other business of the Licensee
and, if not otherwise disclosed, the basis of the apportionment or
attribution.

(c) The Licensee shall:

(i) Procure in respect of each of those accounting statements prepared

in respect of a complete financial year of the Licensee, a report by
its Auditor stating whether in the Auditor's opinion that statement
is adequate for the purposes of this Condition; and

28
 (ii) Deliver to the Commission a copy of each of the accounting
statements and of the reports relating thereto required under
Conditions 14.2(a) and 14.2 (b) as soon as reasonably practicable
and in any event not later than 6 (six) months after the end of the
period to which they relate.

14.3 Accounting statements prepared under Condition 14.2 (b) in respect of each
financial year shall so far as reasonably practicable be prepared in the formats and
in accordance with the accounting principles and rules which apply to the annual
accounts of the Licensee.

14.4 The Licensee shall establish and maintain adequate records to permit the effective
supervision and enforcement of the terms of this Licence. The Licensee shall
submit by March 1st of each year, its Balance Sheet including its Income
Statement as at the end of each financial year and the related statements of
operations, equity and cash flows of the Licensee, in each case, accompanied by a
report thereon of the Auditor stating that such financial statements fairly represent
the financial position of the Licensee at the dates indicated therein and were
prepared in accordance with accounting principles generally acceptable
internationally.

14.5 In addition to the provision of Condition 14.4, the Commission may request the
Licensee to submit other periodic reports, financial statements, statistics and other
data regarding the Licensee's operations and activities. The Commission shall
publish such information (with the exception of confidential information,
privileged information and trade secrets) and shall have the right to inspect or to
instruct an Auditor or other personnel to (at the expense of the Licensee) review
the files, records and other data of the Licensee with a view to monitoring and
enforcing the terms of this Licence effectively.

14.6 In this Condition, references to the costs of any business do not include profits of
that business.

29
 Condition 15

Details of Accounts

15.1 The Licensee shall publish accounts for the Licensee's Group and subsidiaries or
other business units for each complete financial year.

15.2 The purpose of this Condition is to ensure that the Licensee does not unfairly
subsidise or unfairly cross-subsidise or show undue preference or exercise undue
discrimination.

15.3 (a) Subject to Condition 15.19:

(i) the composition of each business in terms of any or all of the

revenues, costs or assets it comprises may be amended; and

(ii) each Business may be divided to create one or more additional

Businesses or aggregated to create one or more fewer Businesses;

as the Commission and the Licensee shall agree from time to time in
writing.

(b) Each Business shall be disaggregated in terms of the activities of the

Business on the basis agreed between the Licensee and the Commission.
Subject to Condition 15.19, that disaggregation may be amended by
agreement in writing between the Licensee and the Commission.

15.4 The Licensee shall establish sufficient accounting and reporting arrangements to
comply with its obligations under this Condition.

15.5 (a) The Licensee shall maintain accounting records in a form:

(i) which enables each Business and, insofar as it has been

disaggregated in terms of activities of the Business, each of the
activities of that Business, to be separately identified or the costs,
revenues and assets of each Business and, insofar as it has been
disaggregated in terms of activities, to be separately attributable, on
such basis as provided by Accounting Policies from time to time;

(ii) which shows and explains the transactions of each Business and,
insofar as it has been disaggregated in terms of activities of the
Business, the transactions of each of the activities of that Business.

(b) The accounting records referred to in Condition 15.5(a) shall be kept in a

form:

(i) which enables Licensee to prepare the Financial Statements (both

as defined in Condition 15.6) and the Interim Financial Statements
(as defined in Condition 15.10) in respect of each business on such
basis as provided by Accounting Policies from time to time; and

30
 (ii) sufficient to provide an adequate explanation of each Financial
Statement.

(c) Each Interim Financial Statement shall be preserved by the Licensee for a
period of 5 (five) years from the date on which they were made.

(d) Where there is a significant change in Accounting Policies in the course of

a financial year during the term of this Licence, the Licensee shall prepare
a Restated Financial Statement for such year in line with the new
Accounting Policies.

15.6 (a) The Licensee shall prepare in accordance with Condition 15.7, in respect
of each of its financial year, a financial statement on such basis as
provided by Accounting Policies from time to time.

(b) Each Financial Statement prepared for the purposes of Condition 15.6(a)
shall comprise:

(i) Balance Sheet;

(ii) A Profit and Loss Account;
(iii) Cash-flow Statement;
(iv) Value Added Statement.

(c) Following the recalculation and re-determination of the charge (or the
means of calculating that charge) for or in respect of each service payable
in a financial year after the end of that financial year, the Licensee shall
prepare a restatement of each Financial Statement for that financial year to
take account of that recalculation and re-determination (each a "Restated
Financial Statement" and together the "Restated Financial Statements").

15.7 (a) The Licensee shall ensure that each Financial Statement and Restated
Financial Statements shall:
(i) be prepared as to the form and content of:
(aa) Balance Sheet;
(bb) Profit and Loss Account;
(cc) Cash-Flow Statement; and
(dd) Value Added Statement
together with such additional information to be provided by way of
notes as may be considered material for these purposes.

(ii) be prepared in accordance with Accounting Policies prevailing

from time to time.

(b) Subject to Condition 15.19, the form and content referred to in sub-
condition (a) (i) may be amended as the Commission and the Licensee
shall agree from time to time in writing.

15.8 The Licensee shall procure in respect of each Financial Statement and Restated
Financial Statement for each Business an Audit Report by the Auditor that shall

31
 conform to Auditing Standards in which he shall state whether in his opinion the
Financial Statement or the Restated Financial Statement, as the case may be,
complies with the requirements of Condition 15.7.

15.9 (a) The Licensee shall, except in so far as the Commission may consent,
publish the Financial Statements for each complete year within 4 (four)
months of the end of each Financial Year.

(b) For the purpose of sub-condition (a), publication shall be effected by

making the relevant Financial Statements and Restated Financial
Statements together with the relevant Auditor's Reports publicly available
and by sending copies to the Commission.

(c) The Licensee shall send a copy of the Financial Statements and Restated
Financial Statements together with the relevant Auditor's Report to any
person who may (after they have been published pursuant to sub-condition
(a)) request them, on the basis of that person paying a reasonable charge
for them. The Licensee shall send the copies within 7 (seven) working
days after receiving payment of that charge.

(d) The Licensee shall make available and continue to make available in a
publicly accessible part of every Major Office of the Licensee, a notice of
the address and telephone number of the person to whom any request for a
copy of any or all of the Financial Statements and Restated Financial
Statements together with the relevant Auditor's reports or any part of them
may be made.

15.10 In addition to the requirements of Condition 15.6, the Licensee shall, in respect of
each of its Financial Years, prepare a Financial Statement for each 6 (six) months
period ending 30 June in respect of each Business (each an "Interim Financial
Statement" and together the "Interim Financial Statements"). Each Interim
Financial Statement shall comprise Balance Sheet, Profit and Loss Account, Cash-
Flow Statement, Value Added Statement and additional information to be
provided by way of notes for the relevant period.

15.11 The Licensee shall ensure that the Interim Financial Statement shall be reconciled
with the interim results of the Licensee for the same period and that reconciliation
shall be demonstrated and explained.

15.12 The Licensee shall procure in respect of each Interim Financial Statement for each
Business an interim report by the Auditor in which he shall:

(a) have regard to guidelines issued by the relevant Professional Body on

Auditing practice; and.

(b) state whether in his opinion on the basis of his review he is aware of any
material modifications which should be made to that Interim Statement
presented.

32
15.13 (a) The Licensee shall publish the Interim Financial Statements within 4
(four) months after the end of the period to which they relate together
with the relevant Auditor's Report required under Condition 15.12.

(b) For the purposes of sub-condition (a), the provisions of Condition 15.9(b)
to (d) inclusive shall apply to Interim Financial Statements as they apply to
Financial Statements and Restated Financial Statements with the
substitution for references to Financial Statements and Restated Financial
Statements of references to Interim Financial Statements.

15.14 The Licensee shall not make any change to the way in which it attributes costs,
revenues, assets and liabilities if that change would cause a change in the total
costs attributed to one or more services of 5% (five percent) or more without the
prior written consent of the Commission such consent not to be unreasonably
withheld.

15.15 The Licence shall use its best endeavours to obtain from the Auditor any further
explanation and clarification of the Reports required under Conditions 15.8 and
15.12 and any other information in respect of the matters which are the subject of
the Reports as the Commission shall require.

15.16 (a) The Licensee shall publish details of the definitions of the Businesses
as soon as practicable and in any event not later than 90 (ninety) days
after the coming into force of this Condition and shall publish details
of any amendment to the composition or any division or aggregation of
or to a Business as soon as practicable and in any event within 28 (twenty
eight) days after the making of the amendment.

(b) The Licensee shall publish details as the Commission may direct within 28
(twenty eight) days after that direction, of any further description of the
costs, revenues, assets and liabilities attribution systems used by the
Licensee to prepare the Financial Statements, the Restated Financial
Statements and the Interim Financial Statements the level of detail of
which shall be agreed in writing between the Commission and the
Licensee from time to time provided that the Licensee shall be entitled to
exclude any details, further descriptions or amendments, as the case may
be, which it is obliged to publish in accordance with this Condition but
which the Commission shall have consented in writing that they be
excluded following representations to it on the matter by the Licensee on
the basis that if the matter were made available in accordance with this
Condition it would or might, in the opinion of the Commission, seriously
and prejudicially affect the interests of the Licensee.

(c) The Licensee shall publish details of any amendment published in

accordance with Condition 15.16 (b) as soon as practicable and in any
event within 28 (twenty eight) days after the making of the amendment.

(d) For the purposes of sub-conditions (a) to (c) publication shall be effected
by making the required details, further descriptions or amendments, as the
case may be, publicly available and by sending copies to the Commission.

33
 (e) The Licensee shall send a copy of each of the required details, further
descriptions or amendments, as the case may be, or any of them to any
person who may after the expiry of the period specified in each of sub-
conditions (a) to (c) request them, on the basis of that person paying a
reasonable charge for them. The Licensee shall send the copies within 7
(seven) working days after receiving payment of that charge.

(f) The Licensee shall make and continue to make available in a publicly
accessible part of its Major Offices, a notice of the address and telephone
number of the person(s) to whom any request for a copy of any or all of
the required details or amendments may be made.

15.17 The Licensee shall, with the consent of the Commission, make such
amendments as are from time to time required to:

(a) the definition of each Business in terms of the revenues, costs and assets
comprised in it;

(b) the number of Businesses for the purposes of this Condition;

(c) the manner in which each Business may be disaggregated;

(d) the form and content of:

(i) the Balance Sheet;

(ii) the Profit and Loss Account;
(iii) the Cash-Flow Statement;
(iv) the Value Added Statement; and
(v) the additional information to be provided by way of Notes;
comprised in each Financial Statement to ensure that they are
consistent with and give effect fully to:

(aa) modifications of any of the Conditions of this Licence or

Orders of the Commission;

(bb) formal undertakings given by the Licensee to the

Commission following investigations by it into possible
contraventions by the Licensee of any of the Conditions to
this Licence; and

(cc) directions, consents and determinations given or made by

the Commission from time to time under any of the
Conditions in this Licence;

made or given in or after the date on which this Condition comes into force
together with, in each case, any published explanations and reasons given by the
Commission in connection with any of the matters specified in sub-conditions (aa)
to (cc) provided that the requirements of this Condition shall be suspended
pending the final disposal of any judicial proceedings seeking to have any such

34
 final orders, directions, consents, or determinations, quashed, set aside, modified
or varied.

15.18 (a) Before giving a direction or consent under this Condition, the Commission
shall consult with the Licensee and, except in the case of a consent or
refusal to consent for the purposes of Condition 15.16, if it concludes that
a direction or consent is appropriate, or that a consent is not appropriate, it
shall notify the Licensee and (except in an excluded case) Interested
Parties of the proposed direction or consent or refusal of consent as the
case may be and its reasons for proposing to give it or refuse consent and
give each of them a reasonable opportunity to make representations. On
giving a direction or consent or refusal to give consent, it shall notify the
Licensee and (except in an excluded case) Interested Parties of the
direction or consent or refusal as the case may be and its reasons for giving
it or refusing consent.

(b) Each notification of reasons shall, as appropriate, set out the Commission's
reasons:

(i) for proposing to give the direction or give or refuse consent, as the
case maybe; or

(ii) for giving the direction or giving or refusing consent, as the case
may be;

those reasons being sufficient to give the Licensee and Interested Parties a
reasonable understanding of the proposed decision, as the case may be.

15.19 (a) Where the Commission has reasonable grounds to believe that:

(i) the Licensee is in breach of this Condition; or

(ii) any or all of the Financial Statements, the Restated Financial

Statements and the Interim Financial Statements are deficient;

the Licensee shall extend its prompt cooperation to the Commission, its
representatives and members of the Commission's staff and in particular on
the Commission's request shall:

(A) furnish the Commission in accordance with its requirements with

any information, documents, accounts, estimates, returns, reports or
other information (including without limitation, any facility
enabling the Commission to read data not held in readable form);

(B) allow at all reasonable times, the Commission, its representatives

and any member 6f its staff, on production of special authority
from the Commission, access to any relevant premises of the
Licensee to investigate, assess, examine, review or verify any of its
accounting records or accounting and reporting arrangements,
systems or processes; and

35
 (C) for the purpose of sub-condition (B), allow the Commission, its
representatives and any member of its staff to be accompanied by
any person whom the Commission may specify and whose
assistance the Commission might reasonably require. Provided that
the Commission has given the Licensee notice (which save in
exceptional circumstances shall be of at least 5 (five) working
days) of the identity of that person.

(b) If, as a result of any investigation, assessment, examination or review

referred to in sub-condition (a), the Commission is satisfied that:

(i) the Licensee has done or is doing any of the things referred to in
sub-conditions (a) (i) and (ii); or

(ii) it has insufficient information to conclude whether or not the

Licensee has done or is doing any of the things referred to in sub-
conditions (a) (i) and (ii);

it may direct with effect from the date specified in the direction, without
prejudice to its other powers under this Licence, that:

(A) the Licensee shall restructure or modify any or all of:

(aa) the composition of any or all of the Businesses in terms

of any or all of the revenues, costs and assets they
respectively comprise;

(bb) the manner in which any or all of the Businesses are

disaggregated in terms of activities of the relevant Business;
and

(cc) the form and content of any or all of the Balance Sheet,
Profit and Loss Account, the Cash-flow Statement, the
Value Added Statement and the additional information to
be provided by way of Notes comprised in the Financial
Statements, the Restated Financial Statements or the
Interim Financial Statements of any or all of the
Businesses; or

(B) the Licensee shall divide any or all of the Businesses to create
additional Businesses, or aggregate them to create fewer
Businesses; or

(C) effect any necessary amendments in compliance with the

provisions of this Condition.

Provided that any direction given pursuant to this sub-condition shall relate
to the results of the relevant investigation, assessment, examination or

36
 review referred to in sub- condition (a) in respect of which the direction is
given.

15.20 In this Condition:

"Accounting Policies" means the manner in which the requirements of the

Companies and Allied Matters Act 1990, the Accounting Standards and the
accounting policies applied by the Licensee in the preparation of its annual
statutory financial statements, where relevant and appropriate, are applied in each
of the Financial Statements, the Restated Financial Statements and the Interim
Financial Statements;

"Accounting Standards" has the meaning given to it by the relevant Professional

Accounting Body;

"Attributable" includes allocate-able and apportion-able; "attribute" includes

allocate and apportion and "attribution" includes allocation and apportionment;

"Attribution Methods" means the practices used to attribute revenue (including

appropriate transfer charges), costs (including appropriate transfer charges), assets
and liabilities to a Business or, insofar as that Business has been disaggregated in
terms of activities of that Business, to each activity of that Business as agreed in
writing between the Commission and the Licensee.

"Auditing Standards" means Nigerian auditing standards and guidelines issued

from time to time by the relevant Professional body.

"Publication" in respect of any document, detail or data whatsoever, except

where it has been otherwise specified, shall be effected by (a) sending copies
thereof to the Commission; and (b) making it available to members of the public
who may request for copies thereof at the Licensee's major offices; and (c)
publishing it at the Licensee's website.

"Transfer Charging System" means the system, which enables a Business to use
a service or goods from another Business and to account for it as though it had
purchased that service or goods.

37
 Condition 16
Code of Practice on Confidentiality
Of Customer Information

16.1 Except where the Commission agrees otherwise, the Licensee shall take all
reasonable steps to ensure that its employees observe the provisions of the Code
of Practice agreed with and notified to the Commission as amended from time to
time which:

(a) Specifies the persons to whom they may not disclose information which
has been acquired in the course of the Licensee's business about a
customer of the Licensee or a customer of a Reseller without the prior
consent of that customer; and

(b) Regulates the information about any such customer or the customer's
business, which may be disclosed without the customer's consent.

16.2 The Licensee shall within 3 (three) months of the Effective Date of this Licence,
submit a draft of the Code of Practice to the Commission for its approval and if
the Licensee and the Commission fail to agree on the provisions of the Code, the
Commission's determination in that regard shall be conclusive and final.

16.3 The Licensee shall consult the Commission regularly, but not less than every 2
(two) years from the Effective Date of this Licence about the operation of the
Code of Practice and shall only make such changes to the Code of Practice as the
Commission may direct following such consultation.

16.4 This Condition is without prejudice to the general duties of law of the Licensee
towards its customers.

38
 Condition 17
Transfer of Licence

17.1 The Licensee shall not transfer or assign in any manner the rights, interests or
obligations under this Licence to another party without the prior express and
written consent of the Commission.

17.2 For the avoidance of doubt, this Licence is personal to the Licensee and shall not
without the prior express written consent of the Commission, in the manner
specified in Condition 17.1, be operated by any third party organisation or person
whomsoever, including but not limited to the Licensee's subsidiary and/or
associated companies.

17.3 A person to whom a Licence is to be transferred shall apply to the Commission for
a Licence to carry on the relevant telecommunication undertaking on the
prescribed application form and shall satisfy the conditions set down by the
Commission before any transfer of Licence may be considered.

17.4 Where the Licensee seeks to transfer its Licence to another person in accordance
with the provisions of this Condition and the Commission is disposed to granting
such application, the Licensee shall ensure that it complies with all terms and
conditions of the Licence as at the date of transfer and that all outstanding fees as
at the date thereof are paid to the Commission prior to the said transfer date.

17.5 The Commission may consider any application for transfer of Licence and may
either grant it or refuse to grant same without the obligation to state reasons
therefor.

39
 Condition 18
Approval of Joint Ventures

18.1 The Licensee shall give particulars of any of the agreements or arrangements to
which this Condition applies for approval by the Commission before the taking
into effect of such agreements or arrangements.

18.2 These agreements and arrangements are:

(a) An agreement with any person for the establishment or control of any body
corporate for the purpose of

(i) Providing telecommunication services in Nigeria which requires a

Licence; or

(ii) The production of telecommunication equipment for supply in

Nigeria where that production would lead to a monopoly situation
which would not otherwise exist in relation to the supply of
telecommunication equipment of any description in Nigeria;

(b) An agreement for the establishment of a partnership for any of these

purposes and in those circumstances;

(c) Any other agreement or arrangement in the nature of a joint venture for the
purpose of providing telecommunication services which requires a
Licence.

40
 Condition 19
Associates

19.1 Without prejudice to the Licensee's obligations under these Conditions in respect,
in particular, of anything done on its behalf, where:

(a) any Associate of the Licensee does anything which the Licensee is
prohibited from doing under these Conditions or fails to do anything which
the Licensee is in the circumstances required to do; and

(b) the Commission is of the opinion:

(i) that in consequence the Licensee is seeking .to or is in a material

and substantial way avoiding obligations which would apply under
these Conditions if the thing had been done or not done by the
Licensee; and

(ii) that having regard to the duty imposed on it by Section 4 of the Act
it ought to make a direction under this Condition,

then the Licensee shall take such reasonable steps to ensure that the Associate
ceases to do that thing or otherwise to remedy the matter or situation in such way
or manner as the Commission may direct.

41
 Condition 20

Pre-notification of Changes
In Shareholding

20.1 Except as specified in Condition 20.2 the Licensee shall notify the Commission of
any change in the control of any of the shares in excess of 5% of the paid up share
capital of the Licensee to which this Condition applies and any such notification
shall be given immediately after the change in question is proposed.

20.2 Where the cumulative equity interest of a shareholder (either held directly or
through a nominee, associate or trustee) exceeds 10% of the authorised or paid up
share capital of the Licensee, the Licensee shall notify the Commission of any
further change in that shareholder's equity interest in the Licensee.

20.3 The Licensee shall notify the Commission not later than 30 days before the
taking effect of any of the arrangements of the description mentioned in
Condition 20.4

20.4 The descriptions of arrangements referred to in Condition 20.3 are:

(a) Any arrangement for obtaining a listing of any shares in the Licensee on
any Stock Exchange in any part of the world provided that such listing
shall not have the effect of vesting up to or more than 10% (ten percent) of
the issued voting share capital of the Licensee in a manufacturer in or
supplier of telecommunication equipment; and

(b) Any arrangement for dealings in any shares in the Licensee on an unlisted
market in Nigeria.

20.5 This Condition applies to all shares in the Licensee the holder of which for the
time being is entitled to vote on any matter at a general meeting of the Licensee.

20.6 Not later than March 1st of each year, the Licensee shall deliver to the
Commission a report on the current ownership of the Licensee. The report shall
contain the following information:

(a) In the case of an individual owner, the name of that individual;

(b) In the case of a partnership as owner, the name of each partner and the
interest of each partner;

(c) In the case of a company or other organisation as owner, the name,

residence, citizenship, and stockholding of every officer, director, trustee,
executor, administrator, receiver and member of the organisation, and of
any stockholder holding stock amounting to 5% (five percent) or more of
the votes of the company.

42
20.7 Notwithstanding any contrary provision in this Licence contained, if, in the
Commission's opinion, any change in the Licensee's shareholding structure,
(whether or not notified to the Commission pursuant to this Condition), creates or
has the potential of creating a monopoly or cross-ownership situation, the
Commission shall take such steps as it is empowered by this Licence and the Act
and Regulations and as it deems necessary, to prevent the situation.

43
 Condition 21
Interconnection Arrangements with other
Operators including Access provisioning,
Co-location and Facility Sharing

21.1 If the Licensee receives a request for interconnection from another Operator, then
the Licensee shall have an obligation to interconnect its telecommunication
system with the other Operator's network in accordance with the principles of
neutrality, non-discrimination and equality of access pursuant to terms and
conditions negotiated in good faith between them. Technical and commercial
arrangements for interconnection are a matter for agreement between the parties
involved, subject to the provisions of this Condition.

21.2 The Licensee shall be excused from any obligation to negotiate or enter into an
interconnection agreement with a requesting Operator if, as determined by the
Commission in its reasonable discretion:

(a) Such an agreement is prohibited by law; or

(b) The Licence issued to the other Operator does not authorise the services
for which interconnection is requested; or

(c) The requested interconnection is rendered impossible as a result of

technical limitations; or

(d) Such interconnection would endanger life or safety or result in injury or

harm to Licensee's property or hinder the quality of the services provided
by Licensee.

21.3 All interconnection agreements between the Licensee and any other Operator shall
be in writing and shall comply with:

(a) The Act, the Regulations and/or the Interconnection Guidelines laid down
by the Commission; and

(b) The principles of neutrality, transparency, non-discrimination, fair

competition, universal coverage, access to information, equality of access
and equal terms and conditions.

21.4 The Licensee shall register with the Commission all Interconnection Agreements
entered into pursuant to Condition 21.1, not later than 30 (thirty) days from the
date of execution of the Agreement. The Licensee shall furnish to the Commission
any additional information that the Commission may require in respect of such
Interconnection Agreement and on evaluating the terms and conditions and the
charges set out in the proposed Interconnection Agreement, the Commission may
require the Licensee and the interconnecting party to revise the Agreement if
interconnection as contemplated therein is inconsistent with the Act, the
Regulations and/or the Interconnection Guidelines laid down by the Commission
or the integrity of the public network.

44
21.5 The Licensee may at any time request the Commission to make a direction in
order:

(a) To specify issues which must be covered in an interconnection agreement;

(b) To lay down specific conditions to be observed by one or more parties to

the agreements; or

(c) As the case may be, to set time limits within which negotiations are to be
completed.

21.6 The Licensee shall prepare and present a Reference Interconnection Offer to the
Commission for approval prior to publication. Upon receipt of the Commission's
prior approval, the Licensee shall publish the Reference Interconnection Offer by:

(a) Sending a copy thereof to the Commission; and

(b) Placing as soon as practicable thereafter, a copy thereof in a publicly

accessible part of every Major Office of the Licensee in such a manner and
in such a place that it is readily available for inspection free of charge by
members of the public during working hours; and

(c) Sending a copy thereof at reasonable cost to any person who may request
such a copy.

21.7 The Licensee's Reference Interconnection Offer shall include a description of

interconnection services to be supplied in segmented components according to
market needs and the associated terms and conditions, including charges. Where
justified, the Commission reserves the right to impose changes in the Reference
Interconnection Offer.

21.8 The Licensee shall comply with the requirements of any directions given to the
Licensee by the Commission under the provisions of this Condition and under the
provisions of the Regulations and/or Interconnection Guidelines laid down by the
Commission.

21.9 Where:

(a) An Operator establishes a prima facie case that the Licensee is not
performing an obligation which it is required to perform under an
Interconnection Agreement; and

(b) The Commission considers that:

(i) The obligation on interconnection ought to be performed; and

(ii) The Operator is not able satisfactorily to enforce the agreement so

that the obligation is performed within such time as the
Commission considers necessary;

45
 the Commission may require the Licensee to perform the obligation subject to
such conditions as are reasonable in the circumstances having regard, in
particular, to the terms and conditions which apply and to anything which the
Operator may reasonably be expected to do in order to mitigate the effects of the
Licensee's failure to perform its obligation.

21.10 Before making a requirement under Condition 21.9, the Commission shall notify
the Licensee of the prima facie case established by the Operator, its conclusions
thereon and the direction of the Commission on the matter. The Licensee shall be
afforded reasonable time within which to make representations.

21.11 Where the Licensee has the right under the national legislation to install facilities
on, over or within public or private land, or may take advantage of a procedure for
the expropriation or use of property, the Commission shall encourage the sharing
of such facilities or property or both with other Operators, in particular where
essential requirements deprive other Operators of access to viable alternatives.
The agreements for collocation or facility sharing are a matter for commercial and
technical negotiations between the parties concerned. The Commission may
intervene to resolve disputes concerning collocation or facility sharing at the
request of either party.

21.12 Where there is a dispute concerning interconnection between the Licensee and
other Operators, the Commission shall, at the request of either party, take steps to
resolve the dispute within 6 (six) months of the date of the request and shall invite
both parties for consultation before taking a decision on the matter. Such decision
shall be final and conclusive and shall represent what is in the opinion of the
Commission a fair balance between the legitimate interests of both parties. The
Directions made pursuant to the decision shall be notified to the parties and
published. The parties shall be given a full statement of the reasons on which it is
based.

21.13 The provisions of this Conditions and Conditions 22, 23 and 25 shall apply in all
material particulars to all forms of applications made by any Operator or Value
Added Service Provider to the Licensee for the provision of access to the parties'
respective Networks and/or Systems in order to facilitate the provision of the
licensed undertakings of the Operator or Value Added Service Provider.

46
 Condition 22
Charges, Cost Accounting System and
Accounting Separation relating to Interconnection

Requirements relating to Interconnection Charges

22.1 Charges made by the Licensee for interconnection shall be set on the basis of
objective criteria and follow the principles of transparency and cost orientation.

22.2 The Licensee shall secure and shall be able to demonstrate to the satisfaction of
the Commission, at its request, that the interconnection charges are derived from
the actual costs of providing the service.

22.3 The Licensee shall ensure that the amount applied and incorporated in the
Transfer Charge (in the context of Transfer Charging System as defined in
Condition 15.20) and other terms and conditions for any service which the
Licensee provides to itself or any member of Licensee's Group are the same as
those applied to another Operator for such service.

22.4 The Licensee may set different tariffs, terms and conditions for interconnection
for different categories of Operators who are authorised to run telecommunication
systems or to provide telecommunication services where such differences can be
objectively justified on the basis of the type of interconnection provided.

22.5 The Licensee shall in any case ensure that the interconnection charges are
sufficiently unbundled in terms of network and service elements offered so that
the Operator requesting interconnection is not required to pay for anything not
strictly related to the services requested.

22.6 The Licensee shall give notice in writing of any proposal to change any charge(s)
for a standard interconnection service or to introduce a charge for a new or
additional interconnection service, which identifies:

(a) (i) The standard interconnection service provided, the current charge for,
and the location in the Licensee's current standard Interconnection
Agreement of the terms and conditions associated with the provision of the
service and the proposed charge; or

(ii)The proposed charge and associated terms and conditions for the
proposed new or additional interconnection service;

(b) The date on which the proposed new charge will take effect ("the effective
date of the charge").

47
 The notice above shall be referred to in this Condition as a "Network Charge
Change Notice".

22.7 The Licensee shall send the Network Charge Change Notice to the Commission
and to all Operators with which it has entered into an Interconnection Agreement:

(a) In the case of a new or additional service, not less than 28 (twenty eight)
days before the proposed change is to take effect; and

(b) In the case of all other standard services, not less than 90 (ninety) days
before the proposed change is to take effect;

and the Licensee shall not apply any proposed new charge before the effective
date of the charge.

22.8 If in the opinion of the Commission, the information provided in the Network
Charge Change Notice does not contain all the information specified in Condition
22.6 or is inaccurate, then the Licensee shall provide to the Commission, in the
manner and at the time as the Commission may request, but not later than 14
(fourteen) days after receipt of the Notice, such information or such further
information as the Commission may reasonably require to address the
deficiency(ies) in the Notice. If the Commission makes such a request, it may
direct the Licensee to:

(a) Change the effective date of the charge specified in accordance with
Condition 22.6(b) from which the proposed change will take effect, to a
date specified in the Direction; or

(b) Withdraw the Network Charge Change Notice and that, except to the
extent that enforcement action is taken against the proposal, the proposal
may not take effect except in accordance with a further Notice under
Condition 22.6 sent after a date specified in the direction.

22.9 If, before it comes into effect, the Licensee withdraws a Network Charge Change
Notice, or changes the effective date of the charge, the Licensee shall send to the
Commission, to all Operators with which it has entered into an Interconnection
Agreement or amendment thereto, and to every person who on or before that date
requested for a copy of the Network Charge Change Notice which has been
withdrawn or changed, written notice of the withdrawal or change forthwith.

22.10 Except to the extent that the Commission may otherwise consent, within 10 (ten)
working days from the date on which a proposal to change a charge or to offer a
new or additional interconnection service comes into effect, the Licensee shall
amend the Interconnection Service List to take account of the change and shall
publish the amendment by sending it to the Commission and to all Operators with
which it has entered into Interconnection Agreements.

48
22.11 Except to the extent that the Commission may consent to an alternative location or
to an alternative method of publication, the Licensee shall make available in a
publicly accessible part of every Major Office, in such manner and in such place
that it is readily available for inspection free of charge by the public, a notice of
the address and telephone number of the person to whom any request may be
made for any of the following:

(a) A copy of the current Standard Interconnection Services List, any

amendments thereto or the standard Interconnection Agreement;

(b) Copies of the Network Charge Change Notice;

(c) Written notice of any withdrawal or change of a Network Charge Change

Notice.

Requirement to have Cost Accounting System and

Accounting Separation for Interconnection purposes

22.12 The Licensee shall maintain a cost accounting system which:

(a) In the opinion of the Commission is suitable to demonstrate that its

charges for interconnection have been fairly and properly calculated; and

(b) Provides the information for the time being required to be provided by
virtue of the Regulations and Interconnection Guidelines laid down by the
Commission.

22.13 The Licensee shall make available to any person on request a description of its cost
accounting system showing the main categories under which costs are grouped
and the rules used for the allocation of costs to interconnection.

22.14 The Licensee shall comply with the requirements of any direction given to it under
the provisions of the Regulations and Interconnection Guidelines laid down by the
Commission in relation to keeping accounting separation and provision of
financial reports for interconnection purposes.

49
 Condition 23

Value-Added Service Providers'

23.1 The Licensee shall, following a request by any Value Added Service Provider to
do so, provide to that Service Provider any description of service which the
Licensee at the time the request is made offers to its customers generally and
which is specified in the request, on terms that are reasonable and which would
enable the Value Added Service Provider to provide its own services to its
customers.

23.2 The Licensee shall be excused from any obligation to negotiate or enter into a
connection agreement with a requesting Value Added Service Provider if, as
determined by the Commission in its reasonable discretion:

(a) Such an agreement is prohibited by law; or

(b) The Licence issued to the Value Added Service Provider does .not
authorise the services for which connection is requested; or

(c) The requested connection is rendered impossible as a result of technical

limitations; or

(d) Such connection would endanger life or safety or result in injury or harm
to the Licensee's property or hinder the quality of the services provided by
the Licensee.

23.3 (a) If on an application by a Value Added Service Provider the Commission is

satisfied that the Value Added Service Provider has established a prima
facie case that any charge, term or condition proposed by the Licensee is
unreasonable and that the Licensee has acted unreasonably in relation to
negotiations on it, the Commission may, if it considers it necessary to do
so, determine that the Licensee shall modify that provision in such a way
as to make it reasonable, in the agreement with the Value Added Service
Provider.

(b) Before making a determination under Condition 23.3(a), the Commission

shall notify the Licensee and the Value Added Service Provider the
grounds of the Value Added Service Provider's application and its
conclusions thereon and the modifications it proposes to make or require
the Licensee to make, and shall afford both parties adequate time, being
not less than 28 days from the delivery date of such notification, in which
to make representations.

(c) In applying this Condition 23.3:

50
 (i) No determination made shall affect any exclusion or restriction
equivalent to one which is, at the relevant time, included in the
Licensee's current usual terms and conditions upon which the
Licensee provides the same description of service to the generality
of the Licensee's customers in a way which would or might have
the effect of rendering the position of the Licensee in relation to the
provision of the service the subject of the determination worse than
the position of the Licensee in relation to the provision of the same
description of service to the generality of its customers;

(ii) Any such modified provision shall be confined to the subject

matter of the term or condition proposed by the Licensee except
that, where the Commission considers that a term or condition is
essential in relation to subject matter not covered by any term or
condition proposed by the Licensee, it may determine a term or
condition to cover that subject matter; and

(iii) The Licensee shall not be deemed to have acted unreasonably

merely by virtue of having proposed the term or condition.

23.4 (a) Subject to the further provisions of this Condition 23.4, any charge
determined under Condition 23.3 by the Commission shall be determined
by reference to the Licensee's usual charge ("the usual charge") for the
provision to its customers generally of the service of the description in
question ("the service ").

(b) Any charge determined under Condition 23.3 by the Commission shall not
be:

(i) Less than the usual charge for the service by an amount which
exceeds any cost savings of the Licensee which are shown to be
likely; or

(ii) Less than the usual charge for the service plus any additional costs
of the Licensee which are shown to be likely.

(c) Where the cost to the Licensee of the provision of a service to a Value
Added Service Provider exceeds the usual charge, no charge determined
under Condition 23.3 shall be less than the usual charge.

51
 Condition 24

Connection of Other Systems and Equipment

24.1 Subject to the further provisions of this Licence, the Licensee

(a) Shall connect and keep connected, at a Network Termination Point on any
served premises, its Systems to any item of telecommunication equipment
which is approved for the time being for such connection at the written
request of the owner or person to whom it is supplied, where such
connection is or is to be made by means requiring the use of a tool;

(b) Shall not discontinue such connection of any such equipment or system
lawfully made; and

(c) Shall permit any person to connect, or to keep connected at a Network

Termination Point any such equipment or other such system, where such
connection is or is to be made by means that do not require the use of a
tool.

24.2 Equipment shall not be regarded as approved for connection to any such system
for the purposes of Condition 24.1 unless that equipment has been so approved by
the Commission having been satisfied that connection of the equipment to the
System would not be liable:

(a) To cause death of, or personal injury to, or damage to the property of the
Licensee or any person engaged in the running of that system; or

(b) To materially impair the quality of any telecommunication service

provided by means of that system or any system connected to it (other than
the system being connected).

24.3 No equipment or system is required under Condition 24.1 to be, or permitted to

be, kept connected to any of the Licensee's systems if that equipment or any
equipment comprised in that system, as the case may be:

(a) Conformed to the relevant standard or standards at the time when the
connection to the Licensee's system was made but no longer does so and
does not conform to the relevant standard for the time being approved by
the Commission; or

(b) While continuing to conform to the relevant standard is in the opinion of

the Licensee liable to cause the death of, or personal injury to, or damage
to the property of, the Licensee, or any person engaged in the running of
any of the systems or materially to impair the quality of any
telecommunication service provided by means of the Licensee's system
and the Commission has not expressed a contrary opinion.

52
24.4 For the purposes of this Condition equipment shall not be regarded as constituting
a system if it would not, but for its connection to any of the Licensee's systems,
constitute such a system.

24.5 Subject to Condition 24.6, this Condition shall not apply in the case of a person
who has not met or has breached the conditions in the Agreement between the
parties for connection of his equipment.

24.6 For the avoidance of doubt, the Licensee shall at all times obtain the prior written
approval of the Commission before it disconnects, or discontinues interconnection
services howsoever and in any circumstance, to any Operator's System that is
interconnected with the Licensee's System pursuant to and during the tenure of
this Licence.

53
 Condition 25

Equal Access

25.l This Condition applies in respect of any Long Distance Operator with whom the
Licensee has entered into an interconnection agreement for which the Commission
has made a direction.

25.2 (a) The Commission may, subject to the provisions of Condition 25.4, make a
direction following the request of an Operator, that the Licensee shall
make equal access available in respect of that Operator.

(b) The direction shall contain a functional specification of exchange software

for the provision of equal access. The specification shall be submitted to
the Commission by the Licensee (following a request from the
Commission) or, if the Commission, having carried out such consultation
as appears to it appropriate, considers that specification to be
unsatisfactory, in a form determined by the Commission. Before making
such a determination, the Commission shall notify the Licensee as to why
the Licensee's specification is unsatisfactory and give the Licensee the
opportunity to make representations thereon.

25.3 The Commission shall not make a direction under Condition 25.2 unless:

(a) It has carried out a cost-benefit analysis comparing the likely benefits to
telecommunication customers to be gained from the introduction of equal
access with all costs likely to be incurred, including opportunity costs,
which analysis indicates that the gains outweigh the likely costs; and

(b) In its opinion sufficient arrangements in relation to the pricing of

telecommunication services provided by the Licensee have been made in
order to achieve fair competition.

25.4 When carrying out the cost-benefit analysis referred to in Condition 25.3(a), the
Commission shall consult the Licensee and such other persons as appear to be
appropriate, affording them a reasonable period, being not less than 28 days, in
which to make representations, and it shall take their representations into account
when reaching its conclusions. On conclusion of the analysis it shall make it
available to the Licensee and such other persons.

25.5 (a) In this Condition" equal access" means a facility provided to an Operator
whereby it can arrange with a customer of the Licensee that, following a
request by that customer to the Licensee, the customer may choose over
which public telecommunication system, being a system run by a Long
Distance Operator, to route National and International calls made by
means of an exchange line provided to him by the Licensee. The choice
shall be exercisable in either of the following ways, at the option of the
customer:

54
 (i) By pre-selection, that is to say, that the customer may, by
registering a preference with the Licensee, name a particular such
Operator for the conveyance of all such calls. The Licensee may
offer to provide a facility to override the preference in the case of
any particular call; or

(ii) On a call-by-call basis, that is to say that the customer must, for
each call, exercise his choice by dialling a short initial code
designated for the particular such Operator (or the Licensee)
chosen by the customer for the call in question. The respective
initial codes for the Licensee and the Operators shall be of equal
length.

(b) The Licensee shall not require the customer to acquire any special
equipment or to pay any fee as a prerequisite to his being able to obtain the
equal access facility. For the avoidance of doubt, the Licensee may impose
a charge if a customer who has registered a preference changes that
preference in any way.

25.6 Where a Long Distance Operator requires the Licensee to provide equal access
and specifies exchanges forming part of the Licensee's Systems at which it is to be
provided and the Licensee has not, after a reasonable period as may be determined
by the Commission but not exceeding 90 (ninety) days from the date of the formal
requirement by the Long Distance Operator, entered into an agreement with that
Operator for the provision of equal access, the Commission may, on the
application of either the Licensee or the Operator, determine the terms and
conditions of the agreement, being terms and conditions necessary for the
provision of equal access, or such terms and conditions which the Licensee and
the Operator have failed to agree.

25.7 Before making a determination under Condition 25.6, the Commission shall notify
the Licensee and the Operator in respect of which terms and conditions it proposes
to make the determination and why and shall afford the Licensee and that
Operator adequate time, being not less than 28 days, in which to make
representations thereon.

25.8 (a) Where the Commission makes a determination under Condition 25.6, it
shall secure that any development of the Licensee's Systems made
necessary thereby is consistent with the Licensee's then planned
programme of network modernisation and development and in particular
that the Licensee is not required to introduce equal access at any exchange
if to do so would involve either:

(i) Modernising the exchange in a case where but for the proposed
introduction of equal access, the exchange would not have been
modernised at that time; or

(ii) A significant risk of impairment to the quality of

telecommunication services provided by means of the Licensee's
Systems.

55
 (b) Subject to Condition 25.8(a), where the Commission makes a
determination under Condition 25.6, the following shall apply in relation
to the preparation of exchanges for equal access:

(i) The determination may require the Licensee to introduce equal

access within a reasonable period. At a digital exchange to which
the determination relates which does not require conversion for the
introduction of equal access, a reasonable period for adapting the
exchange to provide equal access shall be 6 (six) months. In
relation to such an exchange which requires conversion, or any
other exchange of an exchange type which is capable of conversion
to provide equal access, a reasonable period for conversion and
adaptation shall, subject to Condition 25.8(a), be 18 (eighteen)
months. Different periods may be specified for different
exchanges;

(ii) Where at the date of the determination an exchange to which it

relates is not digital, and is of an exchange type which is not
capable of conversion to provide equal access, the Licensee shall
ensure, subject to Condition 25.8(a), that, when modernisation is
planned, the specification therefor, provides for equal access.

25.9 (a) Any determination under Condition 25.6 shall secure that the Licensee's
under-mentioned costs of introducing equal access are apportioned
according to the provisions of Condition 25.9 (b):

(i) Costs incurred by the Licensee which are not related to any
particular locality consisting of initial development and set-up costs
including without limitation, the costs of hardware design and
production, the costs of software development and the costs of
planning and training;

(ii) Costs incurred by the Licensee in relation to a particular locality

where an Operator has requested the introduction of equal access,
consisting of initial development and set-up costs in relation to that
locality including, without limitation, the costs of installation of
hardware and software and the costs of distribution of necessary
documentation and instructions and of training;

(iii) The incremental costs of providing at any particular locality equal

access to any further Operator after the first Operator at that
locality;

(iv) The costs per customer of registering preferences and of

implementing arrangements for the initial code referred to in
Condition 25.5 (a) (ii); and

(v) The costs per customer of changing registered preferences or

removing, in relation to any particular exchange line, arrangements
for the initial code.

56
 (b) Subject to Conditions 25.9 (c) and (d):

(i) The costs referred to in Condition 25.9(a)(i) shall be apportioned

between the Licensee and Operators who make requirements under
Condition 25.6. The costs shall initially be apportioned between the
Licensee and the first such Operator. Procedures will be established
for subsequent Operators to make a proportionate contribution to
the costs in such manner as the Commission shall determine from
time to time;

(ii) The costs referred to in Condition 25.9(a)(ii) shall be apportioned

between the Licensee and Operators who make requirements under
Condition 25.6 in relation to the particular locality. The
apportionment rules set out in Condition 25.9(b) (i) shall apply
here;

(iii) Where the addition of an Operator at a locality reduces the

contribution to the costs of equal access at that locality of the
Licensee and the other Operators, the procedures in Condition
25.9(b)(i) shall apply to the costs referred to in Condition
25.9(a)(iii). In any other case, that Operator shall pay such costs;

(iv) The costs referred to in Condition 25.9(a) (iv) and (v) above shall
be met by the Long Distance Operator, whether the Licensee or an
Operator, to whom the customer chooses to route calls by
registering a preference or, where the customer exercises choice on
a call-by-call basis, apportioned equitably among the Long
Distance Operators (including, where appropriate, the Licensee) to
whom the customer has the option of routing calls from time to
time.

(c) The apportionment of the costs referred to in Condition 25.9(a) (i), (ii) and
(iii) shall reflect equitably the benefit to the Operator and its customers,
actual and potential, of the implementation of equal access in relation to
that Operator.

(d) Before determining the apportionment of any costs referred to in Condition

25.9(a), the Commission shall inform the Licensee and the Operator of its
proposed determination, together with a full explanation of how it is
calculated, and shall allow the Licensee and the Operator a reasonable
period, being not less than 28 (twenty eight) days, in which to make
representations.

25.10 In this Condition:

"Long Distance Operator" means an Operator who has been licensed by the
Commission under the Act to provide national and/or international and long
distance services.

"Potential Customers" include those customers of the Licensee who it is

reasonable to expect will apply for the equal access facility.

57
 Condition 26

Payment of Fees

26.1 In consideration for granting the Licensee the right to construct, establish,
maintain, operate and provide the service, the Licensee shall pay the following
amounts to the Commission at the times stated:

(a) The Licence Fee that shall be prescribed by the Commission; and

(b) An Annual Fee which shall represent 2.5% (two and a half percent) of the
Licensee's audited net revenue payable within 3 (three) months after the
end of the first year of the Licence and thereafter quarterly on the
Licensee's assessed net revenue within 30 days of the end of such quarter
to be adjusted immediately on receipt of the audited annual financial
statements of the Licensee.

26.2 The most recent audited account or where this is not available, the management
account or any other account or projection of the Licensee's operations will be
admitted for the purpose of calculating the net revenue for the year under
consideration and may be duly adjusted when the year's audited account becomes
available.

26.3 The Commission shall determine the Licence Fee payable for and in respect of
any renewal of the Licence.

26.4 All fees and charges payable to the Commission by the Licensee under and
pursuant to this Licence shall be made in full and without any deduction
whatsoever it being understood that all taxes howsoever called, payable on such
amounts, shall be borne and paid separately by the Licensee.

58
 Condition 27

Requirement to Furnish Information to the Commission

27.1 The Licensee shall permit the Commission to inspect and if required to, make
copies of records, documents and accounts relating to the Licensee's business for
the purpose of enabling the Commission to perform its functions under the Act
and the Conditions of this Licence.

27.2 Without prejudice to any other provision in this Licence to the provision of
information, the Licensee shall furnish to the Commission, in such manner and at
such times as the. Commission may request from time to time, such documents,
accounts, estimates, returns or other information and procure and furnish to it such
reports as it may reasonably require

(a) For the purpose of verifying that the Licensee is complying with the
Conditions of this Licence;

(b) For record, data-gathering and/or statistical purposes; or

(c) To assist the Commission to perform any duty or function assigned to it by

or under the Act.

27.3 In making any such request, the Commission shall ensure that no undue burden is
imposed on the Licensee in procuring and furnishing such information and, in
particular, that the Licensee is not required to procure or furnish a report which
would not normally be available to it unless the Commission considers the
particular information or report essential to enable it exercise its functions.

27.4 Without derogating from the generality of the provisions in Condition 27.2 and
without the need for any other express provision thereon, the Licensee shall
ensure that it promptly furnishes to the Commission all copies of any document
that it is obliged pursuant to this Licence to publish for the benefit of its customers
and/or the general public.

27.5 In this Condition, "documents" includes inter alia, drawings, designs, plans or
specifications.

59
 Condition 28

Amendment of the Licence

28.1 Subject to Conditions 28.2 and 28.3, the Commission may amend this Licence
from time to time if the Commission determines that such modification or
amendment is necessary to achieve the objectives of the Act or any relevant
regulations, or is in the public interest, taking into consideration the reasonable
interest and contractual rights of the Licensee.

28.2 Before modifying or amending this Licence, the Commission shall give the
Licensee written notice of its intention to do so together, with a draft copy of the
intended modification or amendment, and the Licensee may make submissions to
the Commission by submitting them to the Commission within the time period
specified by the Commission but not less than 30 (thirty) days from the date of the
written notice.

28.3 After expiry of the notice specified in Condition 28.2, the Commission shall
decide on the next course of action, taking into consideration any submission
made by the Licensee and the principles of fair competition and equality of
treatment, amongst others.

28.4 Any modification or amendment to this Licence shall be made in accordance with
the procedures laid down for such purposes and shall be notified to the Licensee
and published by the Commission on its website.

60
 Condition 29

Expiration of the Licence

29.1 This Licence shall expire and all operating authorisations under it shall terminate
upon the expiration of the Licence term, unless renewed in accordance with the
provisions of this Licence.

61
 Condition 30

Revocation

30.1 Notwithstanding any contrary provision of this Licence, the Commission may at
any time revoke this Licence by 12 (twelve) months notice in writing given to the
Licensee at its registered office where the Licensee is in breach of any or some of
the Conditions attached to this Licence and the breaches or any of them has not
been rectified within 21 (twenty one) days after the Commission had notified the
Licensee of the breach.

30.2 Notwithstanding any contrary provision of this Licence, the Commission may at
any time revoke this Licence by 3 (three) months notice in writing given to the
Licensee at its registered office in any of the following circumstances:

(a) If the Licensee agrees in writing with the Commission that this Licence be
revoked;

(b) If the Licensee ceases to carry on its Business for which this Licence is
granted for a continuous period of 30 (thirty) days;

(c) If any amount payable under Condition 26 remains unpaid after it became
due and remains unpaid for a period of 21 (twenty one) days after the
Commission notifies the Licensee in writing that the payment is due;

(d) lf the Licensee fails to ensure that its equipment is type approved by the
Commission or by a body approved by or accredited to the Commission;

(e) If the Licensee

(i) Is unable to pay its debts within the meaning of that expression as
defined in the Companies and Allied Matters Act Cap 59 Laws of
the Federation of Nigeria 1990;

(ii) Enters into receivership or liquidation;

(iii) Takes any action for its voluntary winding-up or dissolution or

enters into any scheme of arrangement (other than in any such case
for the purpose of reconstruction or amalgamation upon terms and
within such period as may previously have been approved in
writing by the Commission) or if any competent court or tribunal
makes an order for its compulsory winding-up or dissolution;

30.3 The Licence Fees paid in respect of a revoked Licence pursuant to any of the
provisions of this Condition 30 shall not be refunded whether in part or whole
consequent upon such revocation.

30.4 In the event of the expiration and non-renewal or revocation of this Licence at any
time and in any circumstance whatsoever and howsoever, pursuant to Conditions
29 and/or 30, the Licensee shall within 7 (seven) days thereafter meet with the

62
 Commission and agree on an extended period for winding up its affairs and
services and transferring its customers to other Operators.

30.5 The Licensee shall continue to provide services to its customers after the
revocation or expiration and non-renewal of this Licence, for the extended period
that shall be agreed upon between the Licensee and the Commission pursuant to
Condition 30.4 upon the terms and subject to the conditions of this Licence.

30.6 The Licensee shall, in collaboration with the Commission, ensure the reasonably
seamless relocation and/or transfer of its customers to such other Operator(s) as
the Commission may direct, during the extended period specified under Condition
30.4, subject to such terms and conditions as the Commission may further
stipulate.

63
 Condition 31

Exceptions and Limitations on Obligations

31.1 Unless the context otherwise requires, the Licensee's obligations under these
Conditions shall have effect subject to the following exceptions and limitations:

(a) The Licensee is not obliged to do anything that the Commission shall
determine not to be practicable after due representation has been made
thereon to the Commission by the Licensee.

(b) The Licensee shall not be held to have failed to comply with an obligation
imposed upon it by or under these Conditions if and to the extent that the
Licensee is prevented from complying with that obligation by any
physical, topographical or other natural obstacle, the malfunction or failure
of any telecommunication equipment owing to circumstances beyond the
control of the Licensee, by the act of any Federal, State or Local
Government or as a result of fire, flood, explosion, accident, emergency,
riot, war, civil commotion or insurrection.

(c) In the event that any of these circumstances causes damage to the
Licensee's System, the Licensee shall be obligated to repair or rebuild the
system pursuant to a timetable and work-plan to be established by the
Licensee and approved by the Commission, and subject to such adequate
changes in the provisions of this Licence as shall be agreed upon between
the Licensee and the Commission.

64
 Condition 32

Limitation of Liabilities

32.1 Subject to Condition 32.2 and notwithstanding any contrary provision of this
Licence, the Commission shall not be liable in contract, tort or otherwise to the
Licensee or any third party whomsoever for any direct or indirect, contingent or
consequential loss or damage or for loss of profit, business, revenue, goodwill,
opportunities or anticipated savings, costs of capital, cost of substitute service,
facilities or products, or down-time costs, consequent upon the issuance,
actualisation of any Condition of this Licence or any act taken by the Commission
in connection with or pursuant to this Licence or any other matter related
howsoever thereto.

32.2 The Commission's total liability, cumulative or otherwise, under this Licence and
in regard to any matter related to the Licence shall at all times be limited to the
Licence Fee paid under Condition 26.1 (a) and shall only be payable on the basis
of the Final Judgement of a duly constituted court of law or arbitral process.

65
 Condition 33

Penalties for Non-Compliance Generally

33.1 Subject to Condition 33.2 but without prejudice to any other provision of this
Condition and except where specific penalties have been prescribed hereunder, the
Commission shall have the discretion to impose such suitable penalties as the Act
or Regulations permit on the Licensee consequent upon the Licensee's breach of
or failure to comply with any of the provisions of this Licence.

33.2 Before imposing the penalties that are stipulated by Condition 33.1, the
Commission shall

(a) Notify the Licensee of its specific breach of the Licence terms and demand
that the breach or non-compliance be rectified within a specified period
failing which the penalty shall be imposed on it; and

(b) Take into consideration any written submissions that the Licensee may
make to the Commission on the circumstances of its breach or non -
compliance with the specific Licence terms.

66
 SCHEDULE 2

SPECIFIC CONDITIONS ON TECHNICAL

AND SERVICE ISSUES

Condition 34

Scope of Operation

34.1 This Licence authorises the Licensee to construct, own, operate, maintain and use
an International Gateway for the provision and operation of international access
and gateway services.

34.2 This Licence shall be for the provision and operation of international access and
gateway services using radio, cable or satellite or a combination of any of these
systems deployed for the purpose of providing point-to-point or point-to-
multipoint communication for the conveyance of voice, data and video.

34.3 Nothing in this Licence removes the need to obtain any other Licence for the
purposes of providing such other services as are not covered by this Licence and
as may be required under the Act or any other enactment.

67
 Condition 35

Connection Authorisation and Service Authorisation

35.1 Subject to the limitation in Condition 34.3, this Licence authorises the connection
to the Licensee's Systems of:

(a) Any satellite equipment, provided that:

(i) The relevant requirements, if any, for consultation and compliance

with specified operating parameters under relevant international
agreements and conventions have been and continue to be satisfied;
and

(ii) The relevant Rules and Standards, if any, issued under the relevant
international agreements and conventions have been satisfied and
continue to be satisfied;

(b) Any private leased circuit, offshore private circuit or international private
leased circuit;

(c) Any telecommunication system, the Licence for which authorises it to

provide switched telephony services;

(d) Any telecommunication system in Nigeria, the Licence for which

authorises it to be connected to the Licensee's System.

35.2 Subject to the limitations in Condition 34.3, this Licence authorises the

(a) Provision by means of the Licensee's Systems of any telecommunication

service consisting in the transmission of messages to or the reception of
messages from any equipment;

(b) Provision of leased circuit to other Licensed Operators.

68
 Condition 36

Gateway Locations and Routing Arrangements

36.1 Not later than 90 (ninety) days from the Effective Date of this Licence, the
Licensee shall furnish the Commission with details of the locations of its
Gateways and Connection Points as well as its routing arrangements as at the said
Effective Date.

36.2 The Licensee shall at all times notify the Commission, in advance, of any planned
additions and/or changes in the location(s) of its Gateways and/or Connection
Points and/or routing arrangements.

69
 Condition 37

Authorisations, Permits and Licences

37.1 The Licensee shall be obligated to obtain all authorisations, permits and licences
which are necessary under the Act and the Laws and Regulations in Nigeria for
the provision of telecommunication services in accordance with this Licence.

37.2 The Licensee shall obtain all necessary licences and permits including building
permits and other non-telecommunication permits required to build, implement,
modify and remove installations and buildings in accordance with the applicable
Laws and Regulations in Nigeria.

70
 Condition 38

Approval of Equipment

38.1 The Licensee shall ensure that its network equipment is type-approved by the
Commission or a body approved by or accredited to the Commission within 6
(six) months from the Effective Date of this Licence and shall obtain any
necessary compliance certificates or licences in accordance with the respective
Regulations.

38.2 The Licensee shall further ensure that it complies with the provisions of Condition
38.1 in respect of all new network equipment procured by it after the Effective
Date of this Licence.

38.3 With effect from the Effective Date and subject to Condition 38.4, the Licensee
shall, in respect of all sites for the location or erection of its facilities, ensure that
it complies at all times with the Commission's published site specifications and
attendant terms and conditions thereto.

38.4 Prior to the development of any of its sites howsoever at any time after the
Effective Date of this Licence, the Licensee shall ensure that it obtains the prior
written approval of the Commission as to the compliance of the site(s) with the
Commission's published site specifications.

71
 Condition 39

Frequency Assignments

39.1 Not later than 30 (thirty) days from the Effective Date of this Licence, the
Licensee shall provide the Commission, in writing, the records and details of all
frequencies and frequency bands to which the Licensee lays claims howsoever as
at the date of such written submission, whether or not in use and/or properly and
duly assigned to the Licensee by the relevant statutory body.

39.2 Subject to Conditions 39.7 and 39.8, the Licensee shall accompany the written
submission specified in Condition 39.1 with a written application to the
Commission for the regularisation and due assignment to the Licensee of the
frequencies and frequency bands that the Licensee needs for the provision of its
licensed undertaking.

39.3 Upon the receipt of the written submission and application specified in Conditions
39.1 and 39.2, the Commission shall, subject to Conditions 39.5, 39.7 and 39.8,
consider and regularise the assignment to the Licensee of such frequencies and
frequency bands which the Commission determines that the Licensee requires for
the provision of the licensed undertaking, pursuant to this Licence and the WTA.

39.4 In the event of non-compliance by the Licensee with the provisions of Conditions
39.1 and 39.2 within the specified deadline or such extensions as the Commission
may grant, the Commission shall so soon thereafter, subject to Conditions 39.5,
39.7 and 39.8, use its discretion to assign to the Licensee, frequencies and
frequency bands which the Commission determines that the Licensee requires for
the provision of the licensed undertaking.

39.5 Consequent upon the assignment of the frequencies and frequency bands by the
Commission to the Licensee pursuant to Conditions 39.3 and/or 39.4, the Licensee
shall forfeit and relinquish to the Commission all such other frequencies and
frequency bands that it may have laid claims to howsoever, as at the date of the
written submission specified in Condition 39.1 (or in the event of default of
Condition 39.1 by the Licensee, as at the Effective Date of this Licence), and
which were not included in the list of assigned frequencies and frequency bands
specified by the Commission pursuant to the assignment under the said Conditions
39.3 and/or 39.4.

39.6 Without prejudice to the provisions of Conditions 39.1, 39.2, 39.3, 39.4 and 39.5
but subject at all times to Conditions 39.7 and 39.8, the Licensee may at any time
after the Effective Date of this Licence, apply and pay quite separately, on such
terms as the Commission may from time to time determine, for additional
frequency spectrum that it may require for carrying out its licensed undertaking
pursuant to this Licence.

39.7 The Licensee shall utilise the frequencies that may be assigned to it pursuant to
Conditions 39.3, 39.4 and 39.6 solely and entirely for the provision of the licensed
undertaking hereof and upon such terms and subject to such conditions as the

72
 Commission may determine and specify from time to time. The Licensee further
covenants that it shall, in the use of such frequency spectrum, abide by and
conform to

(a) the general allocation of frequencies in the ITU Regulations and

Assignments by the Commission

(b) the terms and conditions of this Licence and such other frequency-specific
Licence(s) as the Commission may issue to the Licensee;

(c) the Act, WTA, Regulations and such other directions as the Commission
may give from time to time pursuant thereto.

39.8 The service operated by the Licensee shall be operated only on such radio
frequencies and frequency bands which the Commission may assign to the
Licensee and the Commission may refuse to assign further frequencies or direct
the Licensee by notice in writing to cease to provide the service on any frequency
to which the Licensee lays claim howsoever or which was previously assigned to
the Licensee, if in the opinion of the Commission

(a) It is in accordance with national frequency allocation policies, as may be

specified by the Commission from time to time, to so direct; or

(b) The Licensee is not making efficient use of that frequency.

39.9 The Commission may also, by notice in writing to the Licensee, direct the
Licensee upon such reasonable date as may be specified in the notice to cease to
operate using any frequency that was previously assigned to the Licensee or to
which the Licensee lays claims howsoever, and to use such new frequency as the
Commission may designate.

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 Condition 40

Grade of Service

40.1 The Licensee shall ensure that the traffic capacity provided in its system is
dimensioned to guarantee a satisfactory grade-of-service. The Commission shall
determine and notify the Licensee from time to time of the grade-of-service
threshold that shall be met or exceeded by the Licensee. The Licensee shall
provide such information on performance standards or comply with such
directives by the Commission in line with this provision.

40.2 The Licensee shall provide a good, efficient and continuous service in a manner
satisfactory to the Commission and shall not reduce or cease to provide the service
unless in the circumstances specified in this Licence or with the express prior
written approval of the Commission.

40.3 The Licensee shall install equipment and devices generally that meet international
standards or recommendations for measuring the quality of the licensed services
within 12 (twelve) months from the Effective Date of this Licence.

40.4 The Licensee shall permit the Commission to inspect the Licensee's equipment
and devices for measuring service quality, to inspect the Licensee's files, records
and other data relating to the measuring of service quality and to request the
Licensee to submit such reports, statistics and other data and to conduct such
measurements as the Commission deems necessary in order to determine
compliance with the Act, the Regulations and this Licence.

40.5 Subject to Condition 40.3, if the Commission has reason to believe that measuring
equipment, devices or methods do not meet the standards, the Commission shall
instruct the Licensee to install the equipment and devices within 6 (six) months
from the date of any such instruction. If the Licensee fails to install the equipment
and the devices within the period specified above, the Licensee shall be subject to
a fine in an amount to be determined by the Commission.

74
 Condition 41

Quality of Service and Quality Schedule

41.1 Where the Commission has set Quality of Service standards or performance
targets or both in respect of the licensed undertaking, the Licensee shall meet such
standards and or targets, and shall, if requested by the Commission, publish data
on its performance in accordance with the provisions of this Condition at regular
intervals, being at least once in each financial year.

41.2 The Licensee shall publish the results of the measurements of actual performance
against the target performance specified in the Quality Schedule which it has
achieved in providing the standard services and private circuits specified in the
Quality Schedule to the Operators specified in that Schedule.

41.3 The Licensee shall:

(a) Promptly send a copy of such data to the Commission as soon as the
results are obtained and prior to its publication; and

(b) Place a copy of such data in a publicly accessible part of every Major
Office of the Licensee in such manner and in such place that it is freely
available for inspection by members of the general public during normal
office hours; and

(c) Send a copy of such information or such part(s) thereof as are appropriate
to any customer who may request such a copy.

41.4 Following publication pursuant to Condition 41.3:

(a) The Licensee shall make available and continue to make available in a
publicly accessible part of every Major Office of the Licensee a notice of
the address and telephone number of the person to whom any request for a
copy of the most recent Quality of Service Report may be made; and

(b) The Licensee shall:

(i) Be entitled to exclude from any Quality of Service Report which it

is obliged to send to any person who may request one copy
pursuant to sub-condition (a) any matter the exclusion of which the
Commission shall have consented following representations to it on
the matter by the Licensee on the basis that if the matter were made
available in accordance with sub-condition (a) it would or might, in
the opinion of the Commission, seriously and prejudicially affect
the interests of the Licensee; and

(ii) Shall extract from that Quality of Service Report any matter which
the Commission directs should be excluded.

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41.5 The Licensee shall offer to include, as a minimum, in each agreement between the
Licensee and an Operator for the provision of any standard service or any private
circuit, or both, which is or are included in the Quality Schedule, whether
subsisting before the date on which this Condition comes into force or otherwise:

(a) A description of the target performance specified from time to time in the
Quality Schedule in relation to each such standard service and private
circuit; and

(c) An obligation on the Licensee to that Operator to use reasonable

endeavours to achieve that target performance in relation to each such
standard service or private circuit provided to that Operator pursuant to the
relevant agreement;

Provided that such offer shall not be conditional on the acceptance by that
Operator of the inclusion in that agreement of any terms and conditions whether
relating to that target performance or otherwise, except for terms and conditions
which are necessarily incidental to the attaining of the target performance.

41.6 Subject to Condition 41.7, the Quality Schedule may be amended as the
Commission and the Licensee agree from time to time. In addition, the Licensee
shall ensure that the Quality Schedule is kept under review and shall prepare and
submit to the Commission any amendments which it proposes from time to time
to make to the Schedule to take account of technological progress or other
relevant considerations provided that the Licensee shall not be obliged to review
the Schedule more than once in each financial year. The Commission shall then, if
it considers it appropriate to do so, consult with Interested Parties as to the
proposed amendments and give them a reasonable opportunity to make
representations. If the Commission, following any period of consultation, consents
to the Licensee's proposed amendments, the Licensee shall adopt them, but if the
Commission does not consent to the proposed amendments, the Licensee shall,
subject to its obligations contained in this Condition, withdraw them.

41.7 (a) Before giving a direction or consent under this Condition, the Commission
shall consult with the Licensee and Interested Parties. If it concludes that a
direction or consent is appropriate, it shall notify the Licensee and
Interested Parties of the proposed direction or consent, as the case may be,
and the reasons for proposing to give it and give each of them a reasonable
opportunity to make representations. On giving a direction or consent, it
shall notify the Licensee and Interested Parties of the direction or consent,
as the case may be, and his reasons for giving it.

(b) Each notification of reasons shall, as appropriate, set out the Commission's
reasons:

(i) For proposing to give the direction or consent as the case may be;
or

(ii) For giving the direction or consent as the case may be;

76
 those reasons being sufficient to give the Licensee and Interested Parties a
reasonable understanding of the proposed decision or decisions, as the case may
be.

41.8 In this Condition:

"Quality Schedule" means the Schedule specifying quality measures and target
performance in relation to standard services and private circuits for Operators or
groups of Operators in each case as agreed between the Commission and the
Licensee on the coming into force of this Condition or as may be amended from
time to time.

"Target performance" means the minimum level of performance that the

Licensee has to provide.

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 Condition 42

Disruption or Suspension of Service

42.1 Subject to Conditions 42.2 and 42.3, the Licensee shall not intentionally interrupt
or terminate operation of its telecommunication system or any part thereof in the
normal course of business, nor may it in the normal course of business reduce or
suspend the provision of any service without having notified in advance the
Commission in writing and having provided reasonable advance notice to the
affected customers.

42.2 The requirements of Condition 42.1 shall not apply if the interruption,
termination, reduction or suspension is due to an emergency or to Force Majeure
under Condition 31 of this Licence or to other circumstances which are adjudged
by the Commission to be beyond the Licensee's control, based on written
representation thereon made by the Licensee to the Commission.

42.3 Subject to the further provisions of this Licence, the Licensee may terminate the
provision of the service to any customer if such customer fails to comply with the
terms and conditions of its Service Agreement in accordance with the applicable
Laws and Regulations of Nigeria.

42.4 The Licensee shall give reasonable notice to the affected public of scheduled
routine maintenance on the Network, which results in disruption of service
exceeding 60 minutes. All routine maintenance on the Network resulting in
service disruption shall be performed between the hours of 12.00 midnight and
5.00 a.m.

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 Condition 43

Technical Specifications

43.1 The Network, maintained and operated by the Licensee shall throughout the term
of the Licence conform to such specification and international standards as exist at
the time. The Licensee shall introduce measures and at all times use its resources
to ensure that equipment in its system comply with:

(a) The requirements for electro-magnetic compatibility; and

(b) The requirements for network interface, both as prescribed in accordance

with international specifications and by the Commission's standards.

44.1 The Licensee shall comply with the technical standards as specified by the
Commission and shall not alter any of these specifications except with the prior
written approval of the Commission.

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 Condition 44

Maintenance and Safety of Equipment

44.1 The Licensee shall from time to time inspect its telecommunication equipment
which is not inside a building and which is on or above the surface of the ground
with a view to ensuring that it will not cause harm to other persons or property.
The Licensee shall notify the Commission of its arrangements for ensuring
compliance with this Condition.

44.2 In addition to carrying out inspections of its own equipment on or above the
surface of the ground, the Licensee shall take such steps as are appropriate in the
circumstances to investigate any report of any of its equipment (wherever
situated) being in a dangerous state and to remove any danger. The Commission
may upon such investigations or its own independent investigations give
directives, as may be necessary, to ensure the removal of such danger.

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 Condition 45

Alterations to the Licensee's Systems

45.1 The Licensee shall:

(a) From time to time inform the Commission and provide it with such
additional information as it may reasonably require about any proposals
for changes to the Licensee's Systems or to any equipment comprised
therein or to any stored commands or protocol; and

(b) Inform the Commission of any proposals for changes to the means of
access to a service provided by the Licensee, which service was previously
capable of being accessed by means of such relevant standard or by any
other means, not less than 3 (three) months before the coming into effect
of such proposals;

being in either case changes of which the Commission has not already been
informed under this Condition and which the Licensee might reasonably anticipate
from the facts known to it would or might when made have the effect of requiring
any person:

(i) Running any Connectable System which is or is to be connected to

the Licensee's Systems;

(ii) Connecting telecommunication equipment to the Licensee's

Systems; or

(iii) Producing or supplying telecommunication equipment or

telecommunication system for connection to the Licensee's
Systems without becoming comprised in them;

materially to modify, or, as the case may be, to replace or cease to produce or
supply, any item of telecommunication equipment connected or to be connected to
any of the Licensee's Systems or where the change is of a kind described in sub-
condition (b), to cease to provide or obtain any service by means of the Licensee's
System.

45.2 The Licensee shall prepare and publish in consultation with the Commission a
statement of its procedures for consulting and giving advance notice to those
persons likely to be affected by such changes including in particular in the case of
changes of a kind described in Condition 45.1 (a) and shall adhere to those
procedures, in the case of changes of a kind described in Condition 45.1 (b).

45.3 For the purposes of changes of a kind described in Condition 45.1 (b), any
telecommunication system, and any equipment comprised in a telecommunication
system, which is not connected to the Licensee's System shall be treated as being
so connected if it is connected to or comprised in a telecommunication system
which is so connected or treated as so connected.

81
45.4 In this Condition:

"to modify" in relation to any other equipment or System means to make any
alteration to that equipment or System which may be necessary to ensure that any
Message which has been or is to be conveyed by means of any of the Licensee's
Systems connected or to be connected to that other equipment or System is
capable of being properly conveyed by that other equipment or System or by the
Licensee's System as the case may be;

"other equipment" or "other System" means any telecommunication equipment

or telecommunication system together with any protocol, message format or
stored command in such equipment or system connected or to be connected to but
not comprised in any of the Licensee's Systems.

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 Condition 46
Metering and Billing

Metering Arrangements

46.1 The Licensee shall obtain approval from the Commission for the description and
operation of the respective metering and billing systems used in relation to any of
the Licensee's systems in use.

46.2 The Licensee shall not keep in or bring into use in connection with any of the
Licensee's Systems, any metering and billing system which is not approved by the
Commission or for which the Licensee has not made an application for approval
with the Commission.

Billing Arrangements

46.3 The Licensee shall not render any bill in respect of any description of
telecommunication service provided by means of any of the Licensee's Systems
unless every amount (other than an indication of unit charge) stated in that bill is
no higher than an amount which represents the true extent of any such service
actually provided by the Licensee to the customer in question.

46.4 The Licensee shall not render any bill in respect of any description of
telecommunication service provided by means of any of the Licensee's Systems to
any Operator with a connectable system to whom services are provided under
Condition 21 unless every amount (other than an indication of unit charge) stated
in that bill is no higher than an amount which represents the true extent of any
such service actually provided by the Licensee to the Operator in question and
such charge is as provided in the interconnection agreement between the Licensee
and the Operator in question.

46.5 Without prejudice to the generality of Conditions 46.3 and 46.4, the Licensee shall
at all times maintain in operation such a billing process as facilitates compliance
by the Licensee with, and is calculated to prevent contravention by it of, the said
Conditions.

46.6 The Licensee shall not be regarded as being in contravention of its obligations
under Conditions 46.3 and 46.4 except where the failure is in relation to the billing
process and the Licensee has failed to take all reasonable steps to prevent a
contravention of that obligation.

46.7 The Licensee shall keep such records as may be necessary or as may be
determined by the Commission to be necessary for the purpose of ensuring that
the billing process has the characteristics specified in relation to it by Condition
46.3 and 46.4 provided that nothing in this Condition shall require the Licensee to
retain any records for more than 2 (two) years from the date on which they came
into being.

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46.8 For the purpose of giving the Commission an independent quality assurance from
time to time that the billing process has the characteristics specified in relation to
it by Condition 46.5, the Licensee shall, where the Commission has prima facie
grounds to believe the billing process does not have those characteristics and has
so notified the Licensee, extend its prompt co-operation to the Commission and, in
particular, on request by the Commission shall:

(a) Furnish the Commission in accordance with its reasonable requirements

with any information, document (including any facility enabling it to read
data not held in readable form) or other thing;

(b) Carry out (or cause to be carried out by such person having such special
expertise as the Commission may specify and to whom the Commission
has raised no reasonable objection) in such manner as the Commission
may specify, an examination of the whole or any part of the billing process
and as soon as practicable after the conclusion of such examination,
furnish the Commission with a written report by the Licensee or such
specified person, as the case may be, of the results of such examination;

(c) On reasonable notice by it allow at all reasonable times the Commission

and, in the case of any member of the Commission's staff, on production of
his special authority in that behalf, access to any relevant premises, plant
or equipment of the Licensee;

(d) On reasonable notice by it allow at all reasonable times the Commission

and, in the case of any member of the Commission's staff and any other
relevant person whose assistance the Commission may require, on
production of his special authority in that behalf, to examine or test the
whole or any part of the metering or billing process including any plant or
equipment whether or not forming part of any of the Licensee's Systems;
and

(e) Install and keep installed any equipment (whether or not supplied by the
Commission) for the purpose of verifying:

(i) The accuracy and reliability of any equipment (including any

meter) of the Licensee; and

(ii) In the case of any meter which is or is required to be approved in

accordance with the provision of this Condition and is in use in
connection with any of the Licensee's Systems, compliance with
any conditions or other matters which may be required as regards
such use of that meter.

46.9 In this Condition:

"billing process" means metering systems and billing systems taken together
where "billing system" means the totality of all equipment, data, procedures and
activities which the Licensee employs to determine the charges to be sought for

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service usage recorded by a metering system based on published or previously
negotiated pricing structure and to present these charges on customers' bills;

"metering system" means the totality of all equipment, data, procedures and
activities which the Licensee employs to determine the extent of any
telecommunication services provided by means of any of the Licensee's Systems;

"information" includes accounts, estimates and returns;

"meter" means any system or equipment installed or maintained, or to be

installed or to be maintained, at the Licensee's premises, constructed or adapted
for use in ascertaining the extent of telecommunication services provided by
means of a telecommunication system and cognate expression shall be construed
accordingly; and

"service" includes any service provided by any person to whom the Licensee is
bound to account for any part of the amount charged by the Licensee.

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 Condition 47

Requirement to Provide Itemised Information

47.1 If the Licensee provides to any person by means of any part of the Licensee's
Systems any telecommunication service as part of a transaction involving:

(a) The supply to that person of any telecommunication equipment; or

(b) The provision to that person of any other telecommunication service

(including the bringing into service of any equipment or system) provided
otherwise than by means of any of the Licensee's Systems

then it shall specify in any quotation or any invoice relating to that transaction the
charge or charges for each such service separately from the charge or charges for
equipment.

47.2 The Licensee shall in respect of its services, provide a basic level of itemised
billing for its customers. In particular, the itemised bill made available to the
customers shall contain the name, address, telephone number, account number,
number called, date and time of call, call duration and call charge.

47.3 The Licensee shall provide itemised bills to its customers to whom it provides
services other than basic telephony with details similar or equivalent to those
specified in Condition 47.2.

47.4 Where appropriate, the Licensee may offer additional levels of details to its
customers at reasonable tariffs or at no charge.

47.5 The Licensee shall, subject to technical feasibility and economic viability, ensure
that each itemised bill shows a sufficient level of detail to allow verification and
control of the charges incurred in using its services.

47.6 The Licensee shall ensure that calls that are free of charge to its customers are
identified as such in its customers' itemised bills.

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 Condition 48

Non-payment of Bills

48.1 Where a Licensee's customer has not paid the Licensee all or part of a bill for use
of the services provided by the Licensee, any measures taken by the Licensee
shall:

(a) Be proportionate and non-discriminatory

(b) Be published in an appropriate manner by the Licensee in accordance with

the provisions of this Licence;

(c) Give due warning in advance of any consequent service interruption or

disconnection to the customer;

(d) Except in cases of fraud, persistent late payment or non-payment, ensure,

as far as technically possible, that any service interruption is confined to
the service concerned.

48.2 The Licensee shall not take any measures as stated in Condition 48.1 that will
result in interruption or disconnection of service with respect to Operators whose
systems are interconnected to the Licensee's network in terms of interconnection
agreements reached between such Operators and the Licensee without the consent
of the Commission first sought and obtained.

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 Condition 49

Provision of Special Facilities and Services

49.1 The Licensee shall comply with any direction made under this Condition that
requires the Licensee to make available such facilities and services as are
specified in the direction.

49.2 A direction under Condition 49.1 shall be made by the Commission after
consultation with the Licensee and shall specify only facilities and services that
the Commission considers technically and economically practicable for the
Licensee to provide.

49.3 A direction under Condition 49.1 shall specify the date by which each facility and
service is to be provided and the class or description of customer (whether
described by reference to area or otherwise) to whom it is to be provided and shall
be subject to such conditions as the Commission thinks fit.

49.4 The services referred to in Condition 49.1 shall include services that may be
provided by the Licensee in line with international best practices and as may be
stipulated by the Commission from time to time.

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 Condition 50

International Circuits

50.1 The Licensee shall publish information on offerings, technical characteristics,

tariffs and supply and usage conditions in respect of international circuits.

50.2 Following an application by any customer for international circuits, the Licensee
shall provide international circuits to that customer, unless the Commission is
satisfied, if the customer is an Operator and based on a representation by the
Licensee that the Operator in question would be unduly reliant upon services
provided by the Licensee as a means of satisfying its obligations under its
Licence. Condition 21 shall not apply in respect of any such application as is
mentioned in this Condition.

50.3 Where, pursuant to Condition 6 the Licensee has published standard charges for
international circuits of certain descriptions and proposes to provide international
circuits of different or similar descriptions to an Operator under this Condition and
has published charges ("the specific charges") for such international circuits, the
following provisions shall apply:

(a) If on an application by an Operator, the Commission is satisfied that the

Operator has established a prima facie case that any specific charge is
unreasonable the Commission may if it considers it necessary to do so,
determine that the Licensee shall modify that charge in such a way as to
make it reasonable; provided that the Licensee shall not be deemed to have
acted unreasonably merely by virtue of having proposed the charge in
question.

(b) Before making a determination under Condition 50.3(a) the Commission

shall notify the Licensee of the grounds of the Operator's application and
its conclusions thereon and the modification it proposes to make or require
the Licensee to make, and shall afford the Licensee adequate time, being
not less than 28 days, in which to make representations.

50.4 (a) Subject to the further terms of this Condition 50.4 any charge determined
under Condition 50.3(a) by the Commission shall be determined by
reference to the Licensee's usual charge ("the usual charge") for the
provision to its customers generally of the usual service.

(b) Any charge determined under Condition 50.3(a) by the Commission shall
not be:

(i) Less than the usual charge for the usual service by an amount
which exceeds any cost savings of the Licensee which are shown to
be likely; or

(ii) Less than the usual charge for the usual service plus any additional
costs of the Licensee which are shown to be likely.

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50.5 Any published specific charge is not to be determined under Condition 50.3 as
being unreasonable merely because it:

(a) Varies, as compared with the nearest applicable usual charge, with the cost
to the Licensee of the provision of the international circuits concerned; or

(b) Exceeds the Licensee's charges for international circuits of the same or a
similar description provided to the generality of its customers; or

(c) Provides the Licensee with a rate of return that is no lower than that
obtained by the Licensee in connection with the provision of international
circuits of the same or a similar description to the generality of its
customers.

50.6 (a) The Licensee shall not terminate existing international circuits provided to
Operators unless the Licensee has consulted with the users affected, or the
Operator is in breach of any terms of the agreement which warrant such
termination.

(b) Without prejudice to any other remedy or right of appeal which the user
may have in law or pursuant to contract or these Conditions, where the
Operator or user does not agree with the termination undertaken by the
Licensee, it may bring the case before the Commission for adjudication
and both parties shall abide by the decision of the Commission on the
matter.

50.7 Where a user's terminal equipment no longer complies with the approval
conditions laid down for its connection to the Network Termination Point of the
type of international circuit concerned, the Licensee may, notwithstanding any
other obligation under this Licence to provide to users access to and usage of
international circuits, interrupt the provision of the international circuit concerned
until the terminal equipment is disconnected from the Network Termination Point
provided that the Licensee:

(a) Immediately informs the user about the interruption giving the reasons for
it; and

(b) Restores the provision of the international circuit concerned as soon as the
user has ensured that the terminal equipment is disconnected from the
Network Termination Point.

50.8 In relation to international circuits, the Licensee shall not be held to have failed to
comply with this Condition if the Licensee takes the following measures in order
to safeguard the security of System operations during the period when an
emergency situation prevails:

(a) The interruption of the service;

(b) The limitation of service features;

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 (c) The denial of access to the service provided that the Licensee:

(i) Makes every reasonable endeavour to ensure that service is

maintained to all users; and

(ii) Takes as soon as reasonably possible all reasonable steps to notify

the users and the Commission of the beginning and the end of the
emergency as well as the nature and extent of temporary service
restrictions;

and in this Condition an "emergency situation" means an exceptional case of

Force Majeure as may from time to time be defined or acknowledged by the
Commission, based on representation by the Licensee.

50.9 The Licensee shall not take, for reasons of the alleged failure of the user of an
international circuit to comply with the usage conditions, any measure (including,
without prejudice to the generality of the foregoing, the refusal to provide an
international circuit, the interruption of the provision of international circuit, or
reduction of the availability of international circuit features) unless the measure is
a specified measure authorised by the Commission after due representation to it by
the [Link] in the case of a defined infringement of usage conditions.

50.10 The Licensee shall ensure that tariffs for international circuits follow the basic
principles of cost orientation and transparency in accordance with the following
rules:

(a) Tariffs for international circuits shall be independent of the type of

application which the users of the international circuits implement;

(b) Tariffs for international circuits shall normally contain the following
elements:
(i) An initial connection charge; and

(ii) A periodic rental charge, that is to say a flat-rate element, and when
other tariff elements are applied, these must be transparent and
based on objective criteria;

(iii) Tariffs for international circuits apply to the facilities provided

between Network Termination Points and which the user has
access to the international circuits;

(c) For international circuits provided by more than one telecommunication

organisation, half-circuit tariffs, that is to say, from one Network
Termination point to a hypothetical mid-circuit point, can be applied.

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 Condition 51

Publication of Interfaces

51.1 The Licensee shall, with effect from the Effective Date, in relation to all
commonly provided Customer Interfaces and Network Interconnection Interfaces
in use by the Licensee, notify such interfaces to the Commission and publish
Interface Specifications relating to such Interfaces or amendments thereto

(a) In the case of the original Interface Specifications, within 90 (ninety) days
of the Effective Date; and

(b) In the case of any amendment to the Interface Specifications, within such
period as the Commission shall specify pursuant to Condition 51.2 (b).

51.2 If, following any representation made to it, the Commission concludes that any
Interface Specification contains insufficient information for its purpose, it may
direct the Licensee to:

(a) Amend the Interface Specification in order to remedy the defect; and

(b) Publish the amended Interface Specification in accordance with the

provision of this Licence and in relation to any period specified by the
Commission which takes into account the need to ensure that a sufficient
period has elapsed after publication of the amended Interface Specification
to enable any relevant party have a reasonable period in which to make
any appropriate modifications to equipment connected to its Systems.

51.3 Nothing in this Condition shall require the Licensee to publish or send to the
Commission information which it has already published or sent to the
Commission.

51.4 The Licensee shall comply with all directions of the Commission and applicable
regulations in relation to interfaces.

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