NATIONAL PRIVATE NETWORK

LINKS SERVICES LICENCE

PNL/NAT/___/__

Granted by

NIGERIAN COMMUNICATIONS COMMISSION

To

XYZ NIGERIA LIMITED

Under Section 32 of the Nigerian Communications Act, 2003

0
 CONTENTS

THE LICENCE ............................................................................................... 4

SCHEDULE 1: CONDITIONS APPLICABLE TO ALL UNDERTAKINGS... 5

PART 1: DEFINITION, INTERPRETATIONS ...................... 5

PART 2: GENERAL CONDITIONS ............................................... 8

1. Compliance with the Act and Regulations ............................ 8

2. Directory Information ............................................... 9

3. Calls Made by Emergency Organisations ........... 10

4. Approval of Tariffs, Terms and Conditions ........................... 11

5. Prohibition of Undue Preference and Undue Discrimination.... 13

6. Prohibition of Cross-Subsidies ............................................... 14

7. Prohibition of Linked Sales ................................................ 15

8. Code of Practice for Consumer Affairs ........................... 16

9. Arbitration of Disputes with Customers ........................... 17

10. Separate Accounts for All Activities ..................................... 18

11. Code of Practice on the Confidentiality of Customer Information… 20

12. Transfer of Licence ......................................................... 21

13. Approval of Joint Ventures .............................................. 22

14. Associates ............................................................................. 23

15. Pre-Notification of Changes in Share Holding .............. 24

16. Connection of System Providing Connection Services ..... 25

17. Payment of Fees .................................................................. 30

18. Requirement to Furnish Information to the Commission ... 31

19. Revocation ............................................................................. 32

20. Exceptions and Limitations on Obligations in Schedule 1.. 34

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SCHEDULE 2:

Specific Conditions applicable to the provision and operation

of Private Network Links employing Radio Communication

21. Scope of Operation ....................................................... 36

22. Technical Requirements ............................................ 37

23. Approval of Equipment/Site ............................................ 38

24. Network Roll Out ............................................. 39

25. Frequencies ........................................................ 40

26. Numbering Plan ......................................................... 41

27. Connection Arrangements ............................................ 42

28. Grade of Service ........................................................... 43

29. Limitation of Liability...................................................... 44

30. Licence Limitations ...................................................... 45

2
 LICENCE NO. PNL/NAT/___/__ GRANTED TO
XXXXXXXXXXXXXXXX LIMITED
TO PROVIDE AND OPERATE NATIONAL PRIVATE NETWORK LINKS
SERVICES EMPLOYING CABLE, MICROWAVE OR OTHER RADIO
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 XYZ NIGERIA LIMITED (hereinafter referred to
as "the Licensee") Licence No PNL/NAT/___/__ to provide and operate National
Private Network Links employing Cable, Microwave or other Radio (hereinafter
referred to as the "Licensed Undertaking") within the Lisensed Area.

2. This Licence shall enter into force on the 1st day of ________, 20__ and shall be of
Ten (10) Years duration in the first instance, but without prejudice to Condition 19
of this Licence, shall be subject to revocation thereafter on Twelve (12) Months
notice in writing of such revocation.

3. This Licence shall be automatically renewed and remain valid for a further period
of Ten (10) Years subject to the provisions of Paragraph 4 and unless the Licensee
has given a written notice to the Commission, at least Twelve (12) Months before
the expiry date shown at Paragraph 2, not to renew the Licence.

4. The automatic renewal of the Licence in the manner provided in Paragraph 3 hereof
shall be subject to the payment, within six (6) months before the expiry date of the
Licence, of such Licence fees as the Commission shall specify and the fulfilment of
all the terms, conditions and provisions of the Licence, Act, WTA and Regulations.

5. This Licence is valid for the provision and operation of National Private Networks
Links services within the Licensed Area.

__________________________________
Xxxxxx
EXECUTIVE VICE CHAIRMAN/CHIEF EXECUTIVE

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SCHEDULE 1
PART I.

DEFINITIONS AND INTERPRETATION RELATING

TO THE CONDITIONS IN SCHEDULES I AND 2

In these Conditions unless the context otherwise requires, the expressions shall have the
following meanings:

“Act” The Nigerian Communications Act, 2003 or any

such other subsequent Acts of the National
Assembly.

"Carrier" A Public or Privately owned Telecommunications

Network comprising Radio or Cable or Satellite
sub - systems or any combination of these media
deployed for the purpose of providing Domestic
and International point to point and
switched\unswitched point to multipoint
telecommunications services.

"Commission" The Nigerian Communications Commission and

agents appointed pursuant to the powers under the
Act

"Community" A group of people or persons within a limited

geographical area such as a housing estate,
village, local Government area.

"Connectable System" A telecommunications system approved for use in

Nigeria by the Commission which entitles the
Licensee to interconnection under Section 97(1)
of the Act

"Licence" A licence granted or having effect as if granted

under Section 32(1) of the Act

"Licensed Area" The specified geographical territory within which

the Licensee is licensed to operate and provide the
service, which in this case, shall be the entire
geographical area of Nigeria.

“Net Revenue” For any period, gross revenue less interconnect

cost only. In this context, it is understood and
agreed that; “Gross Revenue” shall mean total
amount of sales earned during a specified period
(usually a year), while “Interconnect Cost” shall
refer only to costs incurred and payment made (or
invoices payable) by an operator towards the

4
 settlement of interconnect obligations to other
interconnecting partners.

"Nigeria" The entire geographical area, the territorial

waters, air limits of Nigeria and any area to which
the provisions of the Act apply.

"Private Network Links" A privately owned telecommunications Network

comprising Radio, Cable or Satellite-based Sub-
systems or a combination of any of these systems
as approved by the Commission deployed for the
purpose of providing point to point or
switched/unswitched point to multi point
communications.

"Radio Regulations" The publication of the International

Telecommunications Union (ITU) that delineates
radio frequencies into bands and stipulates the
services applicable to each frequency band and
the conditions of bringing into use of such
frequencies.

"Telecommunications" Any form of transmission, broadcast or reception

of signs, signals, texts, images, sounds or data by
wire, by optical means, microwave or other
electromagnetic means.

"Telecommunications Network
Infrastructure" Any form of installation or group of installations
which ensure either the transmission or the
transmission and routing of telecommunications
signals and the associated exchange of the control
and operational information, between network
termination points.

"Telecommunication Services" Any service including the transmission and/or

routing of signs, signals, texts, images, sounds or
data or a combination of these functions, using
telecommunication process.

"Terminal Equipment" Any equipment designed to be connected directly

or indirectly to a network termination point for
the transmissions, processing or reception of
data.

2. The Interpretation Act Cap. 192 Laws of the Federation of Nigeria shall
apply for the purpose of interpreting these Conditions.

5
3. Any word or expression used in these Conditions shall unless the context
otherwise require have the same meaning as it has in the Act.

4. For the purposes of interpreting these Conditions headings and titles to any
Condition shall be disregarded.

5. Nothing which the Licensee may do or omit to do after the date on which
any provision of these Conditions enter into force shall be held to constitute
a failure to comply with an obligation imposed on the Licensee by or under
these Conditions to the extent that the Licensee is obliged to do or to omit to
do (as the case may be) that thing by the terms of any contract subsisting
immediately before that date.

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

Commission notifying the Licensee of 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
SCHEDULE 1

PART 2: GENERAL CONDITIONS.

Condition 1

Compliance with the Act and Regulations

1.1 The Licensee shall comply with the provisions of the Act, the Wireless
Telegraphy Act, Cap 469, Laws of the Federation of Nigeria and
Regulations made thereto and with any direction, determination or order that
the Act provide for the Commission to give or make.

7
 Condition 2

Directory Information

2.1 The Licensee shall:

(a) on request by any person in Nigeria (other than a public

telecommunications operator) to whom it provides voice
telephony services, provide to that person a directory
information service relating to the switched voice telephony
services it provides to any other person, and

(b) on the written request of any person in Nigeria, supply to that

person such directories as the Licensee, for the purpose of
facilitating the use by others of any switched telecommunication
service it provides, publishes and makes available generally to
persons to whom it provides those services.

2.2 Where the Licensee provides switched voice telephony services connected
to another public telecommunication system in Nigeria (the "Other System")
by means of which switched voice telephony services are provided it shall:

(a) to the extent that the Operator of the Other System makes available
directory information to the Licensee and to those to whom that
Operator provides voice telephony services, ensure that those to
whom the Licensee provides voice telephony services can obtain
such directory information as is so available about persons to whom
such services are provided by means of that Other System; and

(b) provide the Operator of that Other System with directory information
about persons to whom the Licensee provides switched voice
telephony services in a form which is sufficient to meet any
reasonable request of that Operator (having regard in particular to
what it is reasonably convenient for the Licensee to provide and to
what is not to the Commercial disadvantage of the Licensee)for the
purpose of enabling that Operator to provide directory information
about such services and that Other System when connected together;
but the Licensee shall not be obliged to comply with a request made
by an Operator under this sub-paragraph unless the Operator
undertakes to use the directory information only for the purpose of
providing directory information services to persons to whom he
provides switched voice telephony services.

8
 Condition 3

Calls made by Emergency Organisations

3.1 The Licensee shall provide by means of it's lines such facilities as would
enable a Caller free of charge to communicate in the event of an emergency
in the area serviced by the Licensee with an emergency organisation.

9
 Condition 4

Approval of Tariffs, Terms and Conditions

4.1 The Licensee shall lodge a notice of tariffs with the Commission which sets
out in relation to each kind of service that the Licensee 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.

4.2 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.

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

4.4 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.

4.5 The Licensee shall not impose any terms and conditions for the provision of
any specified telecommunications service until such terms and conditions
have been approved by the Commission.

4.6 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 written approval by the Commission of the
proposed charges, terms and conditions.

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

4.8 The Licensee shall publish in a manner and at the times in Condition 4.9 the
charges, terms and conditions on which it offers to provide the specified
telecommunications service in accordance with an obligation imposed by or
under this Licence.

10
4.9 Publication shall be effected by:

(a) 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 such hours as the Commission
may prescribe.

(b) sending a copy thereof or such parts thereof as are appropriate to any
person who may request such a copy.

4.10 Where the Licensee publishes a notice of amendment to a charge in the form
of an extract from the Licensee's price list the new price shall be clearly
identifiable and the operative date specified.

11
 Condition 5

Prohibition of Undue Preference

and Undue Discrimination

5.1 The Licensee shall not (whether in respect of charges 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.

5.2 The Licensee shall be deemed to have shown such undue preference or to
have exercised such discrimination if it unfairly favours to a material extent
a business carried on by it or by its lawful telecommunications associates in
relation to any of the matters mentioned in Condition 5.1 so as to place at a
significant competitive disadvantage persons competing with that business.

5.3 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.

12
 Condition 6

Prohibition of Cross-Subsidies

6.1 The Licensee shall ensure that his 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 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;

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

(ii) the cost of installing, maintaining and operating such equipment

for the purpose of providing service there, and

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

in which case prior approval shall be obtained from the Commission.

13
 Condition 7

Prohibition of Linked Sales

7.1 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 s
pecified or described by the Licensee;

(i) 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

(ii) any telecommunication 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.

7.2 Except where the Commission has agreed otherwise, the Licensee shall not
do any of the things described in Condition 7.1 (a) and (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.

7.3 Notwithstanding Conditions 7.1 and 7.2 the Licensee may where it supplies
as part of the same transaction or interconnected series of transactions two
or more items of telecommunications 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.

14
 Condition 8

Code of Practice for Consumer Affairs

8.1 The Licensee shall in consultation with the Commission, prepare and
publish in accordance with Condition 4.9 not later than three months after
the date of commencement of operation a Code of Practice including:-

(a) Guidance to their customers and employees in respect of disputes or

complaints relating to the provision of service by them;

(b) Advice to such customers on charging, billing and enquiries in

relation thereof; and

(c) Advice and procedures on the proper use of the service by such
customers.

8.2 The Licensee shall consult the Commission once every year about the
operation of the Code of Practice.

15
 Condition 9

Arbitration of Disputes with Customers

9.1 If the Licensee provides switched voice telephony services it shall include in
the standard terms and conditions on which it provides telecommunication
services provisions giving persons who have entered into contracts with it
for the provision of telecommunication services by the Licensee 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
arbitration procedures and the method of appointment of the arbitrators shall
be subject to consultation with the Commission.

9.2 The Commission shall settle;

a) Any dispute between the Licensee and the customer 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 Licensees and the customers within
the scope of the powers given under the Act.

16
 Condition 10

Separate Accounts for all Activities.

10.1 This Condition applies for the purpose of ensuring that a Licensee
establishes as soon as reasonably practicable, not later than 12 months of
this Licence coming into force, accounting and reporting arrangements
sufficient to enable the Licensee's finances in relation to a Licensed
Commercial Telecommunications undertaking to be assessed and reported
separately from its other Licensed Commercial telecommunication
undertakings and from the other Commercial activities of the Licensee.

10.2 The Licensee shall:

(a) maintain accounting records in such a form that the activities of one
commercial telecommunications undertaking and another licensed
undertaking 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, or

of such lesser periods as the Commission may specify, accounting
statements setting out costs (including capital costs), revenue and
financial position of each of the Businesses and including a
reasonable assessment of the assets employed in and liabilities
attributable to each of them and showing separately, 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 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.

(iii) procure in respect of each of those accounting statements

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

(iv) deliver to the Commission a copy of each of the accounting

statements and of the reports relating thereto required under
Condition 10.2 (a) and (b) above as soon as reasonably
practicable and in any event not later than six (6) months
after the end of the period to which they relate.

17
10.3 Accounting statements prepared under Condition 10.2(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 and shall state the accounting
policies used.

10.4 The Auditor means 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; and references to the costs
of any business do not include profits of that business.

18
 Condition 11

Code of Practice on the Confidentiality

of Customer Information

11.1 The Licensee shall take all reasonable steps to ensure that those of its
employees who are engaged in the licensed telecommunications undertaking
observe the provisions of a Code of Practice which:

a) specifies the persons to whom they may not disclose information

about a customer of the Licensee or that customers Business which
has been acquired in the course of the telecommunications Business
without the prior consent of that customer;

b) regulates the information about any such customer or his business

which may be disclosed with his consent.

11.2 The Licensee shall within three months of the date on which this Licence
enters to force 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 they shall be determined by the Commission.

11.3 This condition is without prejudice to the duties at law of the Licensee
towards its customers.

19
 Condition 12

Transfer of Licence

12.1 The Licensee shall not transfer or assign its Licence to another party without
the written approval of the Commission.

12.2 A person to whom a Licence is to be transferred shall apply to the

Commission for a Licence to carry on the relevant telecommunications
undertaking on the prescribed application form and shall satisfy the
conditions set down by the Commission before any transfer of licence may
be considered.

12.3 Where the Licensee seeks to transfer its Licence to another person, it shall
comply with all terms and conditions of its licence as at the date of transfer;
and shall have paid all outstanding fees to the Commission.

12.4 The Commission may decline any application for transfer of Licence and
provide reasons in the event of non-approval.

20
 Condition 13

Approval of Joint Ventures

13.1 The Licensee shall give particulars of any of the agreements or

arrangements to which this condition applies for approval of the
Commission before the taking into effect of such agreements or
arrangements.

13.2 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 telecommunications services in Nigeria which

requires a Licence; or

ii. the production of telecommunications 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 telecommunications 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 telecommunications services which
requires a Licence.

21
 Condition 14

Associates

14.1 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 as the Commission directs him to take.

14.2 For the purpose of this Condition a person is an Associate of the Licensee if
it is a subsidiary of or another body corporate controlled by it.

22
 Condition 15

Pre-Notification of Changes in Shareholding

15.1 Except as specified in Condition 15.2 the Licensee shall notify the
Commission of any change in the control of any of the shares in the
Licensee to which this condition applies and any such notification shall be
given as soon as practicable after the change in question is proposed.

15.2 The Licensee shall not be obliged to notify the Commission of any such
change where the number of such shares the control of which it is proposed
to change when aggregated to the number of such shares the control of
which has been changed at any time after the granting of this licence
(whether or not the change has previously been notified to the Commission
in accordance with the paragraph) does not exceed 10% of the total number
of shares in the Licensee to which this condition applies.

15.3 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 15.4.

15.4 Those descriptions of arrangements are:

(a) any arrangement for obtaining a listing of any shares in the Licensee
on the Nigerian Stock Exchange; and

(b) any arrangement for dealings in any shares in the Licensee on an

unlisted market in Nigeria.

15.5 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.

23
 Condition 16

Connection of System Providing

Connection Services

16.1 Subject to the provisions of this Condition the Carrier shall, unless it is
impracticable to do so, enter into an agreement with the Licensee

(a) to connect, and keep connected the Licensee's Connectable System

to any of the Carrier's Systems and accordingly to establish and
maintain such one or more Points of Connection as are reasonably
required and are of sufficient capacity and in sufficient number to
enable Messages conveyed or to be conveyed by means of both
systems in such a way as conveniently to meet all reasonable
demands for the conveyance of Messages; and

(b) without prejudice to Condition 16.1(a), to establish and maintain

such Points of Connection as will enable persons running
telecommunication systems connected to the Carrier's system to
exercise freedom of choice as to the extent to which Messages are
conveyed by means of their Systems and in routing Messages so
conveyed.

16.2 The Carrier shall not be obliged under Condition 16.1 to enter into an
agreement to do anything if:

(a) in the opinion of the Carrier it would be liable to cause the death of
or personal injury to, or damage the property of, the Carrier or any
person engaged in the Carrier's business, or materially to impair the
quality of any telecommunication service provided by means of any
of the Carrier's Systems or any telecommunication system (other
than the Licensee's system) connected thereto and the Commission
has not expressed a contrary opinion; or

(b) in the opinion of the Carrier:

(i) it would require an adjustment to, or modification of, any of

the Carrier's Systems whether by incorporation of equipment
or otherwise or the provision by the Carrier of services or
information which in any particular case would not be
reasonably required; or

(ii) it would not be reasonably practicable to require the Carrier

to do that thing, or permit it to be done, at the time or in the
manner required by the Licensee, having regard to the state
of technical development of the Carrier's Systems or any
other matter which appears to the Commission to be relevant
and the Commission has not expressed a contrary opinion.

24
16.3 The Carrier may require that an agreement to be entered into under
Condition 16.1 should be subject to terms and conditions, but only such
terms and conditions as are permitted in relation to that agreement in
accordance with Conditions 16.4, 16.5 and 16.6.

16.4 Subject to Conditions 16.5 and 16.6 terms and conditions are permitted if
they are agreed between the Carrier and the Licensee to all or any of the
following matters:

(a) the charges to be paid by the Licensee for anything done under an
agreement of the kind described in Condition 16.1 or as a result of
such agreement;

(b) the method adopted or to be adopted to make or maintain the

connection;

(c) the Points of Connection in the Carrier's Systems at which the

connection is or is to be made (including arrangements for
determining the point at which Messages will be transferred from
one system to another and arrangements for conveying and re-
routing Messages in cases of Emergency or difficulty);

(d) any restrictions on the telecommunication services to be provided by

the Licensee or the Carrier being restrictions needed to satisfy
International obligations or recommendations applying to and
accepted by the Nigerian Government or to which the Commission
consents from time to time;

(e) the time when and period for which the Licensee or the Carrier is to
be obliged to do anything or to permit anything to be done and any
arrangements for reviewing the terms and conditions of the
agreement;

(f) the form and manner in which Messages are to be transmitted or

received at the Points of Connection including arrangements for
numbering and the use of appropriate call progress tones and
announcements;

(g) the means of securing that any Message will be received by means of
the connection with a signal quality which is in accordance with any
obligations and recommendations of the International
Telecommunication Union which apply to the Nigerian Government
and are accepted by them or with any other standard to which the
Commission consents for the purpose from time to time;

(h) arrangements for charging customers and others in respect of

Messages conveyed by virtue of the agreement;

25
 (i) arrangements for Messages conveyed or to be conveyed outside
Nigeria;

(j) provision by the Licensee of a reasonable indemnity against any loss

or damage sustained by the Carrier in consequence of the agreement
in circumstances where the Carrier provides to the Licensee an
equivalent indemnity; and

(k) any other matter of which the Commission is satisfied that account
should be taken in the special circumstances of any particular case or
which is agreed between the Licensee and the Carrier.

16.5 If after a period which appears to the Commission to be reasonable for the
purpose the Carrier has failed to enter into an agreement as required by the
Licensee under Condition 16.1, then the Commission shall, on the
application of the Licensee or the Carrier, determine the permitted terms and
conditions for the purpose of that agreement which have not been agreed
between the Carrier and the Licensee being terms and conditions relating to
the matters mentioned in Condition 16.4 which appear to the Commission
reasonably necessary to secure:

(a) that the Licensee pays to the Carrier the cost of anything done
pursuant to or in connection with the agreement including fully
allocated costs attributable to the services to be provided and taking
into account relevant overheads and a reasonable rate of return on
attributable assets;

(b) that the Carrier is properly indemnified against any liabilities to third
parties or damage to the Carrier's Systems or loss arising from such
damage which may result from the performance of the agreement;

(c) that the Carrier is reasonably able in all the circumstances (including
its obligations and reasonably foreseeable obligations to permit other
Operators to provide services by means of Points of Connection
under this Condition) to finance the other services which it is
required to provide and to recover costs which are incurred for the
provision of those other services or are necessarily incidental thereto;

(d) that the quality of any telecommunication services provided by

means of the Carrier's Systems and any systems (other than the
Licensee's system) connected thereto is maintained;

(e) that the requirements of fair competition are satisfied;

(f) that proper account is taken of any other matter reasonably required
for the protection of the interests of the Carrier to the extent that no
interest of the Licensee is unduly prejudiced, including the need to
ensure that:

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 (i) arrangements for connection accord with good engineering
principles and practice;

(ii) the commercial development of the Carrier's Systems is not

unduly impeded;

(iii) charging arrangements take account of the overall pattern of

the Licensee's costs;

(iv) messages which originate on one system and are conveyed by

another should pass through a Point of Connection as near as
reasonably practicable to the place from which they are
initially sent or at which they are ultimately received;

(v) the Licensee does not rely unduly upon services provided by
the Carrier as a means of satisfying his own obligations under
it's Licence;

(vi) the Carrier's obligations to the Licensee are determined

having due regard to its obligations and reasonably
foreseeable obligations to establish Points of Connection for
others;

(vii) arrangements made under this Condition are so far as

circumstances allow in as similar a form as practicable
notwithstanding the variety of Licensees entitled to such
arrangements under this Connection; and

(viii) commercial and confidential information of the Carrier is

properly protected.

16.6 The Carrier shall not be obliged to enter into any agreement under Condition
16.1 if he refuses to do so, giving his reasons in writing to the Licensee and
to the Commission, and the Commission determines that those reasons are
proper ones having regard to the matters mentioned in Condition 16.5.

16.7 Where

(a) an agreement has been entered into under Condition 16.1 but for any
reason (whether breach of that agreement or otherwise) anything
which the Carrier is required to do under the agreement is not being
done;

(b) the Commission is satisfied that the thing ought to be done in order
to ensure that a connection made pursuant to that agreement is
maintained or that a connection is established pursuant to that
agreement and that Messages are conveyed by means of the
connection in accordance with the agreement; and

27
c) the Commission is satisfied that the Licensee is not able
satisfactorily to enforce the agreement so that that thing is done
within such time as the Commission considers necessary then, if the
Commission so directs, the Carrier shall do that thing subject to such
conditions as the Commission determines to be reasonable in the
circumstances, having regard, in particular, to the permitted terms
and conditions which apply and to any thing which the Commission
may reasonably require the Licensee to do in order to mitigate the
effects of the Carrier's failure to do the thing which he is required to
do.

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 Condition 17

Payment of Fees

17.1 In consideration for granting the Licensee the right to construct, establish,
maintain and operate the service, the Licensee shall pay to the Commission
in full and without any deductions whatsoever:

(a) The Licence Fee;

(b) The prescribed fees for each approved location of service.

(c) The prescribed fees for other supplementary Authorisations;

(d) An Annual operating levy which shall represent two and a half
(2.5%) per cent of the Licensee's audited net revenue payable within
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.

17.2 The most recent audited account or where this 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.

17.3 The Commission shall determine the Licence fee payable for and in respect
of any renewal of the Licence.

17.4 The Licence fee as determined by the Commission shall be exclusive of all
taxes.

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 Condition 18

Requirement to furnish Information

to the Commission

18.1 The Licensee shall furnish to the Commission, in such manner and at such
times as the Commission may request, such documents, accounts, estimates,
returns or other information and procure and furnish to it such reports as it
may reasonably require for the purpose of exercising the functions assigned
to it by or under the Act.

18.2 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 report essential to enable it exercise its
functions.

18.3 Without prejudice to the generality of Condition 18.1 the Licensee shall, if
the Commission so requests, furnish to it within 6 months of its financial
year end a "Financial Statement". If the Commission so requests, there will
be appended to the statement a report from the Licensee's Auditor stating
whether in his opinion the methods of allocation of costs, assets and
liabilities are reasonable and whether the statement has been properly
prepared applying those methods and is adequate for the purposes specified
in Condition 18.5.

18.4 Before making any request under Condition 18.3 the Commission shall give
the Licensee notice, not later than three months before the beginning of the
first financial year for which statements are to be requested, of its intention
to do so.

18.5 In this Condition, "Financial Statement" means an accounting statement the

purposes of which are to set out and fairly present the costs (including
capital costs), revenue and financial position of the Licensee's services
including a reasonable assessment of the assets employed in and liabilities
attributable to those services. The level of desegregation as between
services specified in, and in relation to the financial information contained
in, the statement shall be such level as the Commission may require from
time to time after consultation with the Licensee.

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 Condition 19

Revocation

19.1 Notwithstanding Paragraph 2 of this Licence the Commission may at any

time revoke this Licence by Twelve Months notice in writing given to the
Licensee at its registered office where the Licensee is in breach of any of the
Conditions attached to this Licence and the breach has not been rectified
within 21 days after the Commission had notified the Licensee of the
breach.

19.2 Notwithstanding Paragraph 2 of this Licence the Commission may at any

time revoke this Licence by Three months notice in writing given to the
Licensee at it's 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;

(c) if any amount payable under Condition 17 of Schedule 1 is unpaid

14 days after it became due and remains unpaid for a period of 14
days after the Commission notified the Licensee that the payment is
overdue, such notification not to be given earlier than the sixteenth
day after the day on which the payment became due;

(d) if within twelve (12) months of the granting of this licence, the
Licensee has not commenced full operation to the satisfaction of the
Commission;

(e) if the Licensee fails to ensure that it's equipment is type approved by
the Commission or a body approved by or accredited to the
Commission;

(f) if the Licensee:

(i) is unable to pay its debts,

(ii) enters into receivership or liquidation,

(iii) takes any action for voluntary winding-up

or dissolution or such action is taken by any other person 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 a receiver or trustee is appointed or if any order is
made for it's compulsory winding-up or dissolution.

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 (g) If the Licensee does not fulfill the Network Roll Out Implementation
Plan as set out in this Licence.

(h) If the Licensee has made false statements, representations or

warranties in applying for the Licence.

19.3 The Licence fees paid in respect of a revoked Licence shall not be refunded
in part or whole consequent upon such revocation except at the absolute
discretion of the Commission.

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 Condition 20

Exceptions and Limitations on Obligations in Schedule 1

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

20.1 The Licensee is not obliged to do anything which is not practicable.

20.2 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, by the act of any National authority,
Local Authority or International organisation or as a result of fire, explosion,
accident, emergency, riot or war.

20.3 The obligation to provide any telecommunication service shall not apply;

(a) where there is no reasonable demand for it;

(b) where provision of the service requested would expose any person
engaged in its provision to undue risk to health or safety;

(c) where the Licensee is unable to obtain (either because it has not been
developed or for some other reasons beyond the Licensee's control)
anything necessary to provide a service of the quality or standard
required by the person who requests the provision of the service and,
in the event of dispute, the Commission's decision as to whether
anything is necessary shall be final;

(d) where the person to whom the Licensee would otherwise be under an
obligation to provide any service requests a service at a place 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 that area, to meet all the costs
reasonably to be incurred by the Licensee in providing the service
there, including:

(i) the cost of equipment necessary for the provision of the

service there;

(ii) the cost of installing, maintaining and operating such

equipment for the purpose of providing the service there, and

(iii) the cost of trained manpower necessary to provide the service

there; or

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 (e) where in the opinion of the Commission it is not reasonably
practicable in all the circumstances for the licensee to provide the
service requested at the time or place demanded.

20.4 Nothing in these Conditions shall prevent the Licensee from withdrawing
from, or declining to provide to, any person any telecommunications service
which the Licensee has notified the Commission that it is providing in a
limited area, or to a limited class of customers, for the purpose of evaluating
the technical feasibility of, or the commercial prospects for that service.

20.5 Nothing in these Conditions shall require the Licensee to supply any
telecommunication equipment or to provide any telecommunication service,
or to supply or to provide any telecommunication equipment or service of
any particular class or description, if he supplies or provides instead
equipment or a service, or equipment or a service of a class or description,
which satisfies the purposes of that requirement at least to the same extent
provided it conforms with the technical requirements that may be set by the
Commission from time to time.

20.6 This Condition shall apply without prejudice to any limitation or

qualification of the requirements imposed by or under any other Condition.

20.7 The Licensee shall be relieved of any obligation under these Conditions by
virtue of a combination of any of the events and circumstances set out in the
preceding paragraphs of this Condition, in so far as those paragraphs apply
to the obligation in question; or a combination of any such events and
circumstances and any limitation or exception contained in the Condition in
question.

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SCHEDULE 2:

CONDITIONS FOR THE PROVISION AND OPERATION OF PRIVATE

NETWORK LINKS SERVICES EMPLOYING CABLE, MICROWAVE OR RADIO

Condition 21

Scope of operation

21.1 This Licence shall be for the provision and operation in the designated
Licensed Area of Private Network Links employing cable, microwave or
other Radio or a combination of any of these systems as approved by the
Commission deployed for the purpose of providing point to point or
switched/unswitched point to multipoint communications for the
conveyance of voice messages.

35
 Condition 22

Technical Requirements

22.1 The Licensee's Network shall throughout the terms of the Licence conform
to the Commission's Technical Specifications. The Licensee shall introduce
measures and at all times use its resources to ensure that apparatus in the
Network including the Terminal Equipment operated by the Licensee shall
comply with

(i) The requirements for electro-magnetic compatibility, and

(ii) The requirement for network interface, both as prescribed in

accordance with international specifications and by the
Commission's standards.

22.2 The Licensee shall not alter any of these specifications except with the prior
written approval of the Commission.

22.3 The lines installed, maintained and used by the Licensee shall throughout
the term of the Licence conform to such specifications and standards and
CCITT recommendations as prescribed by the Commission.

22.4 Subject to the Commission's periodic directives, the Licensee shall at all
times fully comply with the recommendations of the International
Telecommunications Union and its associated organisations as they apply to
Nigeria from time to time.

22.5 Subject to the Commission's contrary directive, the Licensee shall design,
construct, maintain and operate the Network in accordance with the
statements and representations, if any, made in the application for the
Licence.

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 Condition 23

Approval of Equipment/Site

23.1 The Licensee shall ensure that its network equipment is Type Approved by
the Commission or a body approved by or accredited to the Commission
prior to the commissioning or commercial use (whichever is the earlier) of
such equipment and shall obtain any necessary compliance certificates or
licences in accordance with the respective Regulations.

23.2 The Licensee shall further ensure that it complies with the provisions of
Condition 23.1 in respect of all new equipment it acquires after
commencement of operations.

23.3 (a) The Licensee shall ensure that all sites at which it installs equipment
and network infrastructures conform to the site approval guidelines
stipulated by the Commission from time to time.

(b) All towers and masts must comply with Commission regulations on
towers as may be published from time to time.

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 Condition 24

Network Roll Out

24.1 The Licensee shall implement a Network Roll Out in accordance with an
Implementation Timetable as stipulated by the Commission. The Licensee
shall at all times comply with the Implementation Timetable.

24.2 Pursuant to Condition 24.1 above, the Licensee shall submit to the
Commission not later than 15th day of January of each Calendar year,
following the date of commencement of operation, a report of the Network
Roll Out achieved in compliance with the Implementation Timetable
referred to above.

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 Condition 25

Frequencies

25.1 Frequencies used by the Licensee shall conform to the general allocation of
Frequencies in the ITU Regulations and Assignments by the Commission.

25.2 The Licensee shall utilize the frequencies assigned solely and entirely for
the provision of the Licensed Undertaking. The Licensee further covenants
that it shall, in the use of the frequency spectrum, conform to the general
allocation of Frequencies in the ITU Regulations and Assignments by the
Commission.

25.3 The Services operated by the Licensee shall be operated only on the radio
frequencies and frequency bands which the Commission may assign to the
Licensee and the Commission may refuse to assign further frequencies or
require the Licensee by notice in writing to cease to provide the Services on
any frequency previously assigned to the Licensee if inter alia in the opinion
of the Commission the Licensee is not making efficient use of the
frequency.

25.4 The Commission may, by giving not less than 12 month's notice in writing
to the Licensee, require the Licensee upon such date as may be specified in
the notice to cease to operate using the frequency assigned to the Licensee
and to use such new frequency from the National Frequency Plan as the
Commission may designate.

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 Condition 26

Numbering Plan

26.1 The Licensee shall conform to the numbering plan approved by the
Commission and any directions given by the Commission in respect of the
numbering plan and any directions the Commission may give to facilitate
the portability of telephone numbers between operators.

26.2 The Licensee shall at all times comply with the Regulations concerning the
implementation of the National Numbering Plan.

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 Condition 27

Connection Arrangements

27.1 The Licensee shall have the right to interconnect its Network with the
Network of the Carrier or another Licensee.

27.2 The Licensee shall enter into an Agreement with the Carrier or such other
Licensee to connect and keep connected their respective systems and to
establish and to maintain such one or more points of connection, and the
Licensee shall provide the Commission with a copy of such agreement.

27.3 If after a period which appears to the Commission to be reasonable for the
purpose, the Licensee and the Carrier or such other Licensee have failed to
enter into an Agreement, the Commission shall, on the application of either
the Licensee or the Carrier or such other Licensee, determine the terms and
conditions for the purposes of the Agreement which have not been so agreed
between the Licensee and the Carrier or such other Licensee.

41
 Condition 28

Grade of Service

28.1 The Licensee shall ensure that the traffic capacity provided in its system,
where it accesses a Telecommunications Network Infrastructure, shall be
dimensioned to guarantee a satisfactory grade of service. The grade of
service threshold that shall be met or exceeded shall be determined by the
Commission.

28.2 The Licensee shall provide a good, efficient and continuous service that
meets grade of service thresholds periodically specified by the Commission
and in a manner satisfactory to the Commission and shall not reduce or
cease to provide the service unless with the express written approval of the
Commission.

28.3 In the event of default by the Licensee in regard to any of the provisions of
this Condition, the Commission shall, subject to specific prevailing
legislation and/or regulations, take such steps as it deems necessary to
remedy the situation including but not limited to issuance of directives to the
Licensee and application of sanctions and/or fines against the Licensee.

28.4 The Licensee shall within 30 days from the date of commencement of
operations install equipment and devices that meet ITU-T standards for
measuring the grade of services.

28.5 The Licensee shall permit the Commission to inspect the Licensee's
equipment and devices for measuring service grade, to inspect the
Licensee's files, records and other data relating to the measuring of service
grade 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, WTA, the Regulations and
this Licence.

28.6 If the Commission has reason to believe that measuring equipment devices
or methods are not installed or do not meet the standards aforestated, the
Commission shall instruct the Licensee to install or upgrade the equipment
and devices to the required standards within 30 days from the date of such
instruction. If the Licensee fails to install or upgrade the equipment and the
devices to the required standards within the period specified above, the
Licensee shall be subject to a fine of N500,000.00 (Five Hundred Thousand
Naira only) for every calendar month or any part thereof that it so defaults.

42
 Condition 29

Limitation of Liabilities

29.1 Subject to Condition 29.2 and not withstanding 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 indirect,
contingent or consequential loss or damage or for loss of profit, business,
revenue, goodwill, opportunities or anticipated savings, cost of capital, cost
of substitute service, facilities or products, or down-time costs, consequent
upon the issuance or 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 however thereto.

29.2 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 actual cumulative amount paid at any given time to the
Commission by the Licensee for the Licence.

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 Condition 30

Licence Limitations

30.1 The Licensee shall not operate a Private Network Link employing Satellite.

30.2 The Licensee shall not provide any mobile telephony service.

30.3 The Licensee shall not employ its Network Infrastructure to provide a
telecommunications service other than that for which this Licence is
granted.

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