September 17, 2019

The Managing Director

A.Y.M. Shafa Limited
B38, Jos Road/Jolly Nyame Crescent,
Bauchi, Bauchi State
Nigeria.

Dear Sir,

SUMMARY OF INDICATIVE TERMS AND CONDITIONS

Our discussion in respect of subject refers. First City Monument Bank Limited is pleased to
advise the following Indicative Term Sheet for utilization by A.Y.M. Shafa Limited.

The summary of indicative terms and conditions is for discussion purpose only. It does not
constitute an offer nor does it contain any representation or warranty on the part of FCMB
Limited. All terms and conditions are subject to change and are contingent upon:

1. The conclusion of negotiation(s) on mutually satisfactory terms and conditions

incorporating the terms of these summary indicative terms.
2. Approval of transaction by the Bank’s approval authority and;
3. Execution of the relevant documentation.

PARTIES
Lender First City Monument Bank Limited (“FCMB” or “the Bank”)

Borrower A.Y.M. Shafa Limited (“A.Y.M. Shafa” or “the Company”)

FACILITY

Facility Type 1 Overdraft Facility

Facility Amount 3,000,000,000 (Three Billion Naira only)

Facility Purpose To

Tenor 365 days; each transaction/utilization shall have a clean up cycle

of 90 days.

Pricing LC fee: 0.035% flat on each utilization; or BG 0.035% flat on each

utilization.
Repayment Source 1. Proceeds of irrevocable inward letter of credit issued by a
first class international bank or payment guarantee issued
by an investment grade off-taker to FCMB or FCMB’s
correspondent Bank.

2. Any other cash flow source of the borrower acceptable to

the Bank.

Security/Comfort To include the following:

1. Inward letters of credit or payment guarantee from an

acceptable investment grade counterparty (applicable to
the export finance facility)

2. Personal Guarantee of the company’s MD/CEO.

Facility Type 2 Export Finance Facility

Facility Amount $100,000,000 (One Hundred Million US Dollars)

Facility Purpose To guarantee payment to NNPC, NLNG or any acceptable

counterparty on behalf of A.Y.M. Shafa or an acceptable third party
(e.g Duke Oil) for the purchase of crude oil, gas or condensates for
onward export/sale availed as Letter of Credit or Bank Guarantee

Tenor 365 days; each transaction/utilization shall have a cycle of 60 days.

Pricing LC fee: 0.035% flat on each utilization; or BG 0.035% flat on each

utilization.

Repayment Source 3. Proceeds of irrevocable inward letter of credit issued by a

first class international bank or payment guarantee issued by
an investment grade off-taker to FCMB or FCMB’s
correspondent Bank.

4. Any other cash flow source of the borrower acceptable to the

Bank.

Security/Comfort To include the following:

3. Inward letters of credit or payment guarantee from an

acceptable investment grade counterparty (applicable to the
export finance facility)

4. Personal Guarantee of the company’s MD/CEO.

Facility Type 3 Trade Finance Facility

(Available as Confirmed or Unconfirmed LC, Time Loan, Bank
Guarantee)
Facility Amount $20,000,000.00 (Twenty Million US Dollars Only)
Also available for utilization in the Naira equivalent

Facility Purpose To finance the local purchase and importation of refined petroleum
products such as Automotive Gas Oil (AGO), Dual Purpose Kerosene
(DPK) and Premium Motor Spirit (PMS) from acceptable suppliers
and to cover related logistics costs.

Tenor 365 Days

Pricing Local Purchase transactions will be limited to a 60-day transaction

cycle with a 30-day rollover option

Import transactions will be limited to a 90-day transaction cycle with

a 60-day rollover option.

Naira Interest Rate: The bank’s Prime Lending Rate (17.5%) - 7.5%
Dollar Interest Rate: Pre-neg 3.5%, Post-neg Libor + 5.5%
Facility Fee: 0.50% flat payable upfront on the facility sum.
Management fee: 0.50% flat payable upfront on the facility sum.
LC Commission: 0.25% flat per transaction

Equity Contribution 10% of PFI Value

Repayment Source 1. Proceeds from sale of financed product.

2. Other acceptable cash flow sources

Security/Comfort To include the following:

1. Legal Mortgage/Debenture on the company’s properties

/assets covering at least 50% of the value of the trade
finance facility amount and 100% of the overdraft facility

2. Lien over product finance under collateral management

agreement (DIFF)

3. Personal Guarantee of the company’s MD/CEO.

4. Letter of ledge and Trust Receipt.

5. Irrevocable undertaking to domicile proceeds derived from

all transactions financed by the bank to FCMB.

The above terms are communicated on a non-committal basis for a stated period and on
stated terms and conditions but in accordance with general banking practice, the bank
reserves the right to revise or cancel the indicative offer should circumstances arise which in
the sole opinion of the bank would justify such a course of action.

We look forward to your comments to enable us finalize the indicative terms and begin a
formal credit approval process.

Please be informed that this offer is only indicative and subject to further amendments and
the final approval of our Management and Board Credit Committees after which a formal
offer will be sent to you. Should you have further enquiries and comments, kindly contact
us.

Thank you for your favourable consideration.

Yours faithfully,
For: FIRST CITY MONUMENT BANK LIMITED

Taiwo Atunwa Ronke Jibodu

Head, Downstream Energy Group Head, Energy & Telecoms