Reference Offer Schedule 1: Definitions

Reference Offer Schedule 1: Definitions Access Address Complete Message Agreement Alarm s Alarm Answer Signal Appendix Associated Company Bailiwick Bandwidth Percentages Bandwidth Threshold Billing & Payments Billing Information Billing Party Billing Period Billing System Such facilities and services as may be necessary to obtain or facilitate the obtaining of access to Networks, telecommunications equipment, Network Termination Points and associated facilities for the purposes of the provision of telecommunications services A message sent by Taker to Supplier immediately on a ed Party answering the Taker System This agreement, its Schedules and Appendices Reminder s where a Subscriber of the Telco dials 100 and requests the Sure Customer Support Centre call them back at a specified date and time (the Alarm ). The service as listed from time to time under the Sure Charge Guide published in accordance with Condition 17 of Sure's Fixed Licence issued under Part 1 of the (Bailiwick of Guernsey) Law, 2001 A signal sent by one Party to the other Party to denote an answered A reference to an Appendix is a reference to an appendix to a Schedule to this Agreement and any reference to this Agreement includes any such Appendix Shall be construed in accordance with section 23(5)(a) of the Regulation of Fiduciaries Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2000 The Bailiwick of Guernsey The actual percentage difference, for a given Quarter, between the current Interconnect Capacity Forecast for the Carrier System and the Interconnect Capacity Forecast submitted in the immediately preceding quarter for the aforementioned Carrier System. The bandwidths set out in clause 2.3.7 of Schedule 4 against which adherence of Forecasts are measured The name given to Schedule 2 of this Agreement Such information provided, pursuant to Schedule 2, by one Party to the other in support of invoices issued under this Agreement, as agreed by the Parties, to enable the billed Party to validate an invoice The Party generating, and issuing to the other Party, invoices under this Agreement, in accordance with Schedule 2 The monthly period ending on the last day of every calendar month The system used by the Billing Party to generate bills relevant to this Agreement 1

Brought into (BIS) Date Business Day The agreed date on which a is fully brought into operation. A will be ready for use immediately following this date. A day, Monday through Friday, that is a normal working day in the Bailiwick Busy Hour The 60 minute period during which the maximum total traffic load occurs in a given 24 hour period Duration End Start ed Party ing Line Identification (CLI) ing Party s Via The Operator Carrier Selection Routing Prefix Carrier System Carrier System (CS) Order The set-up, holding and ending of a transmission path through the System of either Party into the System of the other Party for conveyance of Messages. A reference to the conveyance of s by a Party means the establishment by that Party of a transmission path through that Party's System and the conveyance by that Party in accordance with this Agreement of a Message (if any) over such transmission path Period between Start and End The point during a at which a release message (REL) is received by the Supplier System or Taker System, as the context requires The point during a at which an Answer Message is received by the Supplier System or Taker System, as the context requires The Subscriber connection to which a ing Party initiates a The information identifying the Subscriber Connection from which a is generated; also known as ANI The initiator of a s where a Subscriber of the Telco dials 100 and requests the Sure Customer Support Centre sets up a to the UK, Jersey or the Irish Republic. A routing prefix code, in accordance with the National Numbering Scheme, which indicates the operator selected for Carrier Selection A point to point transmission facility operating at 155 Mbit/s whose sole purpose is to provide E1, 2.048Mbit/s, Interconnect Links between a Supplier CTU and a Taker CTU. It incorporates the multiplexing and de-multiplexing of E1 bearer services An order for capacity of on an existing Carrier System or a new Carrier System Sure Sure Local Information Sure Off-Island Transit Sure Off-Island Transit Sure (Guernsey) Limited A handed over from the Telco System, via a Point of Connection, to the Sure System and which terminates on a Valid Sure Local Information Number on the Sure System within the Bailiwick. A Valid Off-Island Transit handed over from the Telco System at a Point of Connection to the Sure System, initially switched by a Sure Switch and handed over to a Third Party Telecom Provider's System outside the Bailiwick, to which the Sure System is directly connected. The consisting of the carriage of Sure Off-Island Transit s FreePhone Origination A call originated by a Subscriber directly connected to Sure's System dialling a FreePhone number, within a FreePhone number range in the National Numbering 2

Scheme, assigned to the Telco for the hand over from the Sure System to the Telco System, via a Point of Connection FreePhone Origination The consisting of the carriage of FreePhone Origination s Local Origination Local Origination A originated by a Subscriber directly connected to Sure's System dialling a Local number, within a Local number range in the National Numbering Scheme, assigned to the Telco for the hand over from the Sure System to the Telco System, via a Point of Connection The consisting of the carriage of On-Island Local Origination s Origination Origination A originated by a Subscriber directly connected to the Sure System, utilising the Carrier Selection Routing Prefix assigned to the Telco, for hand over to the Telco System via a Point of Connection The consisting of the carriage of Origination s Termination Termination A handed over from the Telco System, via the Point of Connection, to the Sure System and which terminates on valid Geographic Numbers on the Sure System within the Bailiwick The consisting of the carriage of Termination s Transit Transit A Valid Transit handed over from the Telco System, via a Point of Connection, to the Sure System, initially switched by a Sure Switch and handed to a Third Party Telecom Provider's System within the Bailiwick The consisting of the carriage of Transit s Sure Operator (100) Sure Operator s Sure Premium Rate Sure Premium Rate Sure System Charges Clause The service as listed from time to time under the Sure Charge Guide published in accordance with Condition 17 of Sure's Fixed Licence issued under Part 1 of the (Bailiwick of Guernsey) Law, 2001 Those s to s that are provided by the Sure Customer Centre, which are included in Schedule 5 (Interconnect & Access Price List) and not included in any other schedule of Schedule 3 ( Descriptions). For the avoidance of doubt, included s are Local Reverse Charge s, Alarm s and s via the Operator to Jersey, the UK and the Irish Republic. The as listed from time to time under the Sure Charges Guide published in accordance with Condition 17 of Sure's Fixed Licence issued under Part 1 of the (Bailiwick of Guernsey) Law, 2001. A handed over from the Telco System, via a Point of Connection, to the Sure System and which terminate on a Valid Premium Rate Number on the Sure System within the Bailiwick. Such s include s to Local Information s and Local Premium Rate s. The System owned, operated or under the control of Sure The amounts specified in Schedule 5 or 7 which are payable pursuant to Clause 9 of the Agreement and Schedule 2 A reference to a Clause is a reference to a clause of this Agreement 3

Confidential Information CSI Carrier System CTU Customer Sited Interconnect (CSI) Data Management Amendment (DMA) Any information, in whatever form, which in the case of written or electronic information is clearly designated as confidential and which in the case of information disclosed orally is identified at the time of disclosure as being confidential or is by its nature confidential (including but not limited to all information (excluding CLI), know-how, ideas, concepts, technology, manufacturing processes, industrial processes, billing information, marketing and commercial knowledge of a confidential nature (whether in tangible or intangible form) relating to or developed in connection with or in support of the business, of either Party within the Bailiwick) and including such Confidential Information already disclosed by either Party to the other prior to the date of this Agreement, but excluding any information: (a) Which is or becomes part of the public domain (other than through any breach of this Agreement or any obligation of confidence); or (b) Which is rightfully received by one Party from a third person without a duty of confidentiality being owed by the other Party to the third person, except where the other Party has knowledge that the third person has obtained that information either directly or indirectly as a result of a breach of a duty of confidence owed to the first mentioned Party; or (c) Which has been independently developed by another Party; or (d) Which is in the possession of or is known by the receiving Party prior to its receipt from the disclosing Party; or (e) Which is disclosed to satisfy a legal demand by a court of competent jurisdiction or by a government agency, provided the disclosing Party requests that the court or the government agency keep such information confidential; and the disclosing Party informs the other Party of such demand as soon as reasonably possible to permit said Party to take such actions (including seeking injunctive relief) to protect the confidentiality of all or part of such information and disclosure is only made to the extent required; or (f) which is authorised to be disclosed by the Disclosing Party in writing to the Receiving Party to the extent of that authority; or (g) which is disclosed to obtain or maintain any listing on a recognised stock exchange subject to the Receiving Party informing the Disclosing Party as soon as reasonably practicable after such disclosure. Nothing in this definition shall restrict or inhibit the obligation of any Party to disclose information to the Director General in accordance with relevant legislation A CSI Carrier System will comprise one Supplier CTU, one CTU in the Takers premises and a single optical fibre cable run routed from the Taker ISL to the Supplier ISL Circuit Termination Unit - A Network Termination Point necessary for the purpose of s described in Schedules 3.22 and 3.23 The comprising a CSI Carrier System, one or more E1 (2.048 Mbit/s) Interconnect Links and zero, one or more 64 kbit/s Signalling Links, subject to there being a minimum of two such links in total in place between the Supplier's System and the Taker's System Such data reconfiguration of either or both Parties' System as is necessary for the access, routing and charging of s on and between the Parties' Systems Data Management Amendment (DMA) The consisting of a DMA DDF Digital Distribution Frame Default Rate of Interest Base annual lending rate of the Bank of England in force from time to time plus 4% 4

Director General (DG) Directory Information Database Directory Number Inclusion DMA Order Due Date Early Termination Charges Emergency Centre Emergency Organisation Emergency Emergency s The holder of the Office of the Director General of Utility Regulation established by Part 1 of the Regulation of Utilities (Bailiwick of Guernsey) Law, 2001 An electronic list of the business and residential entries for the geographical area of the Bailiwick including listings for Sure Subscribers and Telco Subscribers The that enables the Telco's Subscriber's listings to be entered into Sure's Directory Information Database to facilitate the provision of directory enquiry services The Signed-Off DMA Order, in the form prescribed in the O&M Manual, that the Taker may submit to the Supplier The date that is fifteen Business Days from the date on which the invoice is issued, pursuant to Clause 6 of Schedule 2 The Charges referred to as such in Clause 4.5 of Schedule 2 and, from time to time, in Schedule 5 The various call centres operated by the Emergency Organisations for the handling of s to those Emergency s Providers of Emergency s in the Bailiwick, including the police, ambulance service, fire service and marine search and rescue services s using either the 999 or 112 dialling code, handed over from the Telco System, via a Point of Connection, to the Sure System for onward conveyance to the relevant Emergency Centre The that consists of the conveyance of Emergency s Emergency s Database Emergency s Number Estimated Invoice Fault Fault Owner Fault Receiving Party Fault Reporting Party Force Majeure An electronic list of the business and residential entries for the geographical area of the Bailiwick including listings for Sure Subscribers and Telco Subscribers A Non-geographic number allocated to Public Emergency s from the National Numbering Scheme from time to time, including the 999 and 112 codes In the event that the Billing Information is not available to either Party to produce an invoice for s within the time frames specified in clause 3.2 of Schedule 2, the Parties agree that an invoice may be estimated, based on volumes from the invoice for the immediately preceding Billing Period, to produce as Estimated Invoice Either a Affecting (SA) Fault or a Non- Affecting (NSA) Fault, as defined in Schedule 4 The Party that takes responsibility for a reported Fault, as agreed by both the Fault Reporting Party and the Fault Receiving Party A Party who receives notification from the other Party of a Fault, by way of a Fault Report A Party who notifies the other Party, by way of a Fault report Any circumstances outside the reasonable control of a Party, including (without limitation), officially declared national disasters, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of government, act of God, fire, earthquake, hurricane, flood, fog, mist and low cloud, lightning or explosion, outbreak of pestilence or epidemics, government rationing of electricity and embargos or trade restrictions 5

FreePhone Number Range Numbers designated as FreePhone numbers in the National Numbering Scheme Geographic Numbers IDD In-Span Interconnect (ISI) Intellectual Property Rights (IPR) Interconnect Access Area Numbers designated as geographic numbering ranges in the National Numbering Scheme International Direct Dial The comprising an ISI Carrier System, one or more E1 (2.048 Mbit/s) Interconnect Links and zero, one or more 64 kbit/s Signalling Links, subject to there being a minimum of two such links in total in place between the Supplier's System and the Taker's System Letters patent, utility models, semi-conductor topographies, registered designs, design rights and copyrights, trade and service marks, trade names, rights in logos and get up, inventions, trade secrets and know-how, all rights of whatsoever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a similar nature, in every case in any part of the world and whether or not registered and including all granted registrations and all applications for registration in respect of any of the same The island of Guernsey Interconnect & Access Price List The name given the document in Schedule 5 of this Agreement Interconnect Capacity Interconnect Capacity Forecast Interconnect Capacity Order Interconnect Link Interconnect Switch Location (ISL) The transmission capacity and switch capacity used for E1 Interconnect Links The number of 2Mbits Interconnect Links per Carrier System to be delivered in each of the subsequent five Quarters Where the Parties have an agreed Interconnect Capacity Forecast, the Taker has an obligation to place an Interconnect Capacity Order, the amount of such an Order being within the Bandwidth Threshold of the Interconnect Capacity specified in the first Quarter of the aforementioned Forecast Bi-directional E1 transmission facilities within a Carrier System The geographic location of either Parties Switch used for the purpose of Interconnection Interconnect Traffic All s passed over the Interconnect Links for which there is an entry in Schedule 6 Interconnect Traffic Forecast Interconnection / Interconnect Interconnect Usage Report Interconnect Traffic Forecast shall be provided on a yearly basis and shall cover a period of 24 months and shall provide forecasts for each of the quarters in the first year and the total for the second year and shall, unless otherwise agreed by the Parties, contain the total traffic minutes and erlangs per (specified in Schedule 3) per quarter/year, the Busy Hour definition per and number of traffic erlangs per per quarter/year during the Busy Hour and the current traffic profile per of the day containing the Busy Hour The physical and logical linking of Networks used by the same or a different organisation to allow the user of one organisation to communicate with the users of the same or another organisation or to access services provided another organisation; and services may be provided by the parties involved or other parties who have access to the network The report relating to interconnect usage, produced by reference to applicable time of day/ period, by the Billing Party, in the form set out in Clause 3.1 of Schedule 2 6

IS Order An initial order for services, as described in clause 3.4 of Schedule 4 ISI Carrier System Joint Box Licence Licensed Mobile Network An ISI Carrier System will comprise one Supplier CTU, one CTU in the Takers premises and a single optical fibre cable run routed from the Supplier ISL and a single optical fibre cable run routed from the Taker ISL, connected together at a Joint Box to form one single optical fibre cable run A box located between the Supplier and Taker's respective Interconnect Switch Locations provided by the Supplier of the In-Span Interconnection. The Joint Box serves as the Point of Connection A licence to either or both provide Licensed s and establish, operate and maintain a Licensed Network in the Bailiwick of Guernsey issued in accordance with Part I of the (Bailiwick of Guernsey) Law, 2001 Mobile network infrastructure constructed in accordance with the GSM standard and used for the purpose of providing Licensed Mobile s Licensed Mobile s Licensed Network Licensed s s (other than satellite services) the provision of which consists, wholly or partly, in the establishment of radiocommunications to Users, which makes use wholly or partly of a Mobile Network and which has the characteristic of a pan-european, cellular, digital, land based, mobile telephony service compatible with the GSM standard. These services shall be provided in the 900 MHz band in accordance with the Wireless Telegraphy Act and the ETSI technical specifications The Network (other than the Licensed Mobile Network) which the Licensee is authorised to establish, operate and maintain in the Bailiwick for the purposes of providing the Licensed s (other than Licensed Mobile s) The provision of any services to the public (other than Mobile s) Link Fault Local Information Local Reverse Charge s Local Reverse Charge Local Number Range A Fault on one or more Interconnect Links between the CTU on Sure's System and the CTU on the Telco's System that results in the total loss of ability by either Party to pass s between their respective Systems The service as listed from time to time under the Sure Charge Guide published in accordance with Condition 17 of Sure's Fixed Licence issued under Part 1 of the (Bailiwick of Guernsey) Law, 2001 s where a Subscriber of Sure dials 100 and requests the Sure Customer Support Centre set up a to a Telco geographical number and the Telco Subscriber agrees to pay for the call (i.e. ed Party pays). The service as listed from time to time under the Sure Charge Guide published in accordance with Condition 17 of Sure's Fixed Licence issued under Part 1 of the (Bailiwick of Guernsey) Law, 2001 Numbers designated as Local numbers in the National Numbering Scheme Messages Any: a) speech, music or other sounds; b) electronic mail, data, or signals; c) writing or visual images or video or any combination of them; d) signals serving for the activation or control of machinery or apparatus; and 7

signals serving the impartation (whether as between persons and persons, things and things or persons and things) or any matter otherwise than in the form of sounds or visual images National Numbering Scheme Network Fault Network Termination Point Non-Geographic Numbers Non- Affecting (NSA) Fault Number Translation Codes Number Translation s Operations & Maintenance Manual Operator Subscriber Information The numbering regime applicable to the UK geographic and non-geographic numbers administered by the Director General in cooperation with OFCOM as part of the UK national numbering scheme Any Fault on the Systems of either Sure or the Telco that is not a Link Fault Any physical Point of Connection forming part of a Network at which another Network or customer premises equipment may be connected Numbers that are part of the National Numbering Scheme which do not refer to a fixed geographical location Faults that do not fall into the Affecting category, as further defined in the Operations & Maintenance Manual Numbers that are part of the National Numbering Scheme which are allocated to the provision of Number Translation s The process associated with the routing of a Non-Geographic Number to a network termination point (e.g., the number is translated from its non-geographic form into a geographic number to enable it to be routed to a specific location) The name given to the operations and maintenance manual developed by Sure and modified from time to time through agreement between Sure and Telco Information provided relating to persons having a telephone number allocated or suballocated to the Taker in accordance with the National Numbering Scheme (including telephone numbers which the Taker has allocated for its own use) including associated status information Order A request for the provision of s pursuant to this Agreement and Schedule 4 ( Level Agreements), in the format set out in the Operations & Maintenance Manual Party Point of Connection Point of Contact Pro-Actively Reported Faults Either the Telco or Sure in this Agreement, according to context A physical point between the Systems of the Parties to this Agreement at which the provision of and responsibility for a starts or ends The contacts, designated by both parties, as their single point of contact for handling of all Fault information Faults reported by a Party which that Party believes to exist within its own System Problem Owner Quarter Re-actively Reported Faults The Party who is not the Fault Owner The three-month period commencing on 1 January, 1 April, 1 July and 1 October, respectively Faults reported by a Party which that Party believes to exist in the other Party's System Ready for Date The date, specified in the Order or as otherwise agreed between the Parties, on which a will be ready for use 8

Resolution Time Schedule Schedule of s Taken The period of time between when a Fault has started and a Fault has ended A reference to a Schedule is a reference to a schedule to this Agreement and any reference to this Agreement includes any such Schedule The name given the document in Schedule 6 of this Agreement s described in Schedule 3 and s which are listed in Schedule 5 Affecting (SA) Fault Descriptions Level Agreements When there is a noticeable deterioration in the quality of service provided, as further defined in the Operations & Maintenance Manual The name given the document in Schedule 3 of this Agreement The name given the document in Schedule 4 of this Agreement Supplier Taker Signalling Links Signalling Transfer Point Sign-Off Subscriber Switch Switch Port System System Alteration Technical Manual Telco Telco System The Party who provides a The Party who requests a A 64 kbit/s transmission path provided exclusively for the exchange of signalling messages between service switching points of the Taker and the Supplier A network node whose task is to transfer signal messages between signalling points in the network. The binding agreement of a Party (the 'Signing Party') to the content of a document. Documents delivered electronically shall be deemed to be Signed-Off, unless explicitly stated otherwise by the signing Party. Documents delivered in hard copy (on paper) shall be deemed to be Signed-Off only if such document is signed in writing by an authorised representative of the signing Party A legal or natural person who has a contract with a licensee to receive licensed s and does not re-supply those or other s to third parties A facility which performs the function or is capable of performing the function of switching and routing Messages between two or more points The physical point on a Switch to which E1 Interconnect Links are connected Facilities including but not limited to switches, routers and Interconnect Links A change to a Party's System, which requires a change to be made to the other Party's System to allow the continuance of the conveyance of s across a Point of Connection pursuant to this Agreement The name given to the technical manual developed by Sure and modified from time to time through agreement between Sure and Telco The Party entering into this Agreement with Sure The System owned, operated or under the control of the Telco 9

Facilities Law Any facility or apparatus that is used or capable of being used for telecommunications or for any operation directly connected with telecommunications The (Bailiwick of Guernsey) Law 2001 Network Third Party Telecom Provider Time User Valid Sure Local Information Number A network comprising telecommunications equipment for the emission, transmission, switching, conveyance or reception of messages through the agency of electric, magnetic, electro-magnetic, electro-chemical, electro-mechanical or elector-optical energy or by optic-electronic means A provider of Telecommunication s licensed to provide s in the Bailiwick other than the Parties to this Agreement The service as listed from time to time under the Sure Charge Guide published in accordance with condition 17 of Sure's fixed License issued under part 1 of the (Bailiwick of Guernsey) Law, 2001 Persons acquiring s from a Party where those persons may not be Subscribers A short access code, as listed from time to time under the Sure Charges Guide that is used to access a Local Information. Valid Sure Premium Rate Number Valid On-Island Transit Valid Off-Island Transit Verification Time Working Hour A number allocated to Sure by OFCOM that is used to access a Local Premium Rate. A which terminates on either Geographic or Non-Geographic numbers (excluding Number Translation Codes) on Networks within the Bailiwick other than the Sure System and to which the Sure System is directly connected A which terminates on either a Geographic or Non-Geographic Number (including Number Translation Codes) allocated outside the Bailiwick The period between the Fault Owner reporting the clearance of a Fault to the Problem Owner and the Problem Owner reporting back to the Fault Owner that it has accepted or rejected the assertion that the Fault has been cleared A period of 60 consecutive minutes within the period of a Business Day 10