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The Inter-Lender Agreement is a crucial document in complex financing arrangements under Nigerian law, typically used in situations involving multiple lenders providing financing to a single borrower or group of borrowers. It becomes necessary when different classes of lenders (such as senior, mezzanine, and subordinated lenders) are involved in the financing structure, requiring clear rules about their respective rights, obligations, and priorities. The agreement addresses key aspects such as sharing of security, payment priorities, enforcement rights, and voting mechanisms for collective decisions. It must comply with Nigerian banking regulations, particularly the Banks and Other Financial Institutions Act (BOFIA) 2020 and Central Bank of Nigeria guidelines, while also considering international best practices in syndicated lending.

1. Parties: Identification of all lenders, facility agent, security trustee, and other relevant parties

2. Background: Context of the lending arrangement, reference to the primary facility agreement, and purpose of the inter-lender agreement

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and references to defined terms in related documents

4. Ranking and Priority: Establishes the ranking of debt and priority of payments between lenders

5. Payment Provisions: Mechanisms for sharing payments, procedures for recovery of payments, and turnover provisions

6. Decision Making and Voting: Voting rights, majority requirements for different decisions, and consultation procedures

7. Role of the Facility Agent: Powers, duties, and responsibilities of the facility agent

8. Security and Enforcement: Rights regarding security enforcement, standstill provisions, and enforcement procedures

9. Application of Proceeds: Order of application of proceeds from enforcement or recoveries

10. New Lenders and Transfers: Procedures for adding new lenders and transferring existing interests

11. Costs and Expenses: Allocation of costs, expenses, and indemnities among lenders

12. Notices and Communications: Communication procedures between parties and formal notice requirements

13. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

14. Boilerplate Provisions: Standard contractual provisions including severability, amendments, and counterparts