These are term-based contracts for single circuits, offering a discount on the prevailing circuit rental. Terms of 3 and 5 years are available for all eligible services and theterms rates are defined by the term and the type of circuit.5 Eligibilityyears byare specificavailable for circuitMegaStream typesvariants is shown above. The rates are defined by the term and the type of circuit. Eligibility by specific circuit types is shown above.

AnalogueA Pool ContractsContract isare single contracts encompassing a single contract encompassing a specified number of eligible Analogue private circuits, allowing customers a degree of flexibility to increase or reduce the actual number of circuits registered to the Pool.

PoolNew Contractscustomers arecan tieredcommit and subdivided intoto Analogue and Digital types, each of which hasa differentminimum discountperiod tierof structures. The customer commits to a period of 3 or 5 years, orand specifiesup toa 31stcertain Marchnumber 2018,of andcircuits specifyas athe certainPool Commitment Number; it is this number andof circuitsthe termas that define the %Pool discountCommitment applicable.Number; it is this number and the term that define the % discount applicable.

Over the course of a contract, customers can revise their Pool Commitment Number upwards and thus gain greater discounts. They cannotcan only decrease their Commitment Number in any circumstance otherthe thancircumstances those listed below under `Migration Paths' and `Pool Contract: Pool Contracts:Commitment BuyCommitment OutNumber OptionReduction on Extension'., `Migration Paths' and `Pool Contract: Pool Commitment Buy Out Option'.

Currently available term contracts can be lengthened but not shortened.

For Pool conditions specific to NetStream 2000 customers, please refer to Part 7 of this Section.

As of 26th January 2007, Digital Pool Contract is no longer available for new provision and extension, although pre-existing contracts will be allowed to run their course, if customers choose. However, NetStreams Corporate and Enterprise are likley to offer bettter discount rates.

Analogue services will not be eligible for Analogue Pool Contract if part of a pre-existing contract novated from another Customer until the expiry date of the novated contract period.

As of 26th January 2007, neither Digital Pool nor NITCs are available for new provision or extension, although customers can choose to allow pre-existing contracts to run their outstanding courses.

During the contract period, the actual number of circuits registered to the Pool Contract may vary by 10% above or below theand Pool Commitment Number i.e. 50% above the Pool Commitment Number i.e. 90% (floor) to [Price] 150% (ceiling) of their commitment.

If actual number of circuits in the Pool breaches the contract ceiling, the customer must either re-negotiate to increase commitment or else decrease the actual number of circuits registered to the Pool.

If the actual number of circuits in the Pool breaches the contract floor, the customer will be required to pay a default payment of £95.00 (Analogue) or £835.00 (Digital) for every circuit below the 90% floor. They will continue to pay these charges for each defaulted circuit at every subsequent quarter thereafter, until the number of circuits returns to within 90% of the committed level.

This option is available for Analogue & Digital Pools only. Customers who find that they are no longer able to meet their Pool Commitment Number nor able to rectify the situation going forwards have an option to `buy out' a proportion of their Commitment Number.

For each circuit by which they reduce their Pool Commitment Number, the Customer will pay the following amount, dependant on the type of Pool:

The Buy Out Option must not be used to terminate a whole Pool Contract in one go or in stages. This will be deemed to be Early Termination of the whole Contract (see under `Contract Conditions').

TheWhen Call Off Option was no longer available for new provision as at 25th August 2004 and as the maximum Call Off Period was 2 years, there are no extant Call Off Options in place.a Pool Contract is extended for a minimum additional term of 12 months, supplementary to any existing committed term, customers can choose to reduce the Contract Commitment Number, currently by up to: 20%.

As the committed volume reduces, customers are permitted to remain on their previous prevailing rate of discount that was in place prior to the Pool Contract extension.

At any point during the term but prior to expiry of one of the current contract types, customers can choose to make the total contract term longer, with the exception of Digital Pool and NITC which as from 26th January can no longer be extended.

OtherNote currentthat contractFrom types31st canMarch be2013 extended forAnalogue any period, providedKiloStream, theKiloStream resultN, isKiloLine, KiloLinean outstandingN term of a minimum of 12 months and DealerStreama contract1 -end date13 productsbeyond thecannot originalbe expiryextended datebeyond. The31st discountMarch rate2018. (for either 3 or 5 years) to be applied forward from the date of extension is based on the total contract term from original start date to new end date, rounded down.

Other current contract types can be extended for any period, provided the result is an outstanding term of a minimum of 12 months and a contract end date beyond the original expiry date. The discount rate (for either 3 or 5 years) to be applied forward from the date of extension is based on the total contract term from original start date to new end date, rounded down.

At the end of the contract term, unless the customer has chosen to either extend the existing contract or has signed a new contract, circuit charges will revert to standard prices.

If a customer terminates the contract before its expiry date, they must pay BT any outstanding connection charges plus 20% of the rental that would otherwise have been payable for the remainder of the contract period.

These are allowed at the applicable prices during the contract period. Where appropriate, discounts will be recalculated 7basedbased on the upgrade.

Certain movements between term-based contracts are allowed without incurring early termination or default charges, provided the criteria outlined below are met (Basic and Specific Conditions).

Basic Rules:

Movements between term-based contracts are governed by a few basic principles that ensure contractual commitments made under the original contract(s) are not reneged. These principles are:

If there is not a suitable term contract in place to receive the circuits, a new one must be set up.

The latest end date must always be adopted and terms cannot be shortened. The new contract(s) must have a term equal to or greater than the outstanding term of the old one(s). Thus, for movements between Pools, the receiving Pool is always defined as the one with the longer outstanding term and, when an individual term contract is brought into Pool, the Pool must be extended if the individual term contract's end date is later than that of the Pool.

The new contract must have a term of at least three years

Pool commitment levels must be maintained or exceeded. The Pool Commitment Number of the receiving contract must be revised to include the Pool Commitment Number of the losing contract in such a way that the sum of Commitment Numbers across the Pools is not reduced. The only exceptions to this rule are movements from Analogue to Digital Pool and MegaStream / MegaLine upgrades to high bandwidth Private Services (see below).

Discount rates are always recalculated based on the new contract structure.

Specific Rules:

In addition to these basic rules, there are other ones relating to specific circumstances:

Circuits on HBTCs, NITCs or DITCs cannot be moved into Pools.

Circuits on ASTCs can be moved into an Analogue Pool.

Circuits can be moved from a Pool to appropriate forms of current individual term contracts.

If moving from an Analogue Pool to a pre-existing Digital Pool Contract, the Analogue Pool Commitment Number can be reduced by up to five circuits for every one they bring into their Digital Pool via upgrade, provided those circuits are co-routed.

If a Pool Contract is ceased and converted to an available type of individual term contract, all the circuits that were registered to the Pool on its' termination must be brought into an appropriate number of new individual term contracts (a minimum of 90% of the Pool Commitment Number).

If several co-routed 2Mbit/s MegaStream or Megaline services on term-based contractsare being upgraded to a single High Bandwidth service, then a number of old individual term contracts can be ceased and replaced with a single HBTC or, for a Pool Contract, the Pool Commitment Number can be revised downwards. These changes are to be based on the following ratios:

-Up to 10 co-routed 2Mbit/s replaced with 1 x 34Mbit/s MegaStream or Megaline circuit

-Up to 10 co-routed 2Mbit/s replaced with 1 x 45Mbit/s MegaStream or Megaline circuit

-Up to 40 co-routed 2Mbit/s replaced with 1 x 155Mbit/s MegaStream or Megaline circuit

For circuits on individual term contracts, upgrade from lower speed Digital or Analogue Private Service to a higher speed Private Circuit or upgrades to the nearest DealerStream product are permitted, provided:

-The circuits are eligible for the upgrade

-Before migration, outstanding connection charges for the`old' service must be paid in full

-Appropriate connection and/or upgrade charges for the new service will apply

-The circuits being upgraded must be co-routed

-The customer must upgrade to at least the same level of aggregated bandwidth ie: 4 x 64kbit/s KiloStreams = one KiloStream N x 256kbit/s or higher OR 16 x MegaStream 2 = 1 x MegaStream 34 or higher

As from 30th June 2007, SHDS services are no longer eligible for Digital Pool or NetStream 2000 and will be removed from Digital Pool Contracts.

Customers will have from 30th November 2006 until 30th June 2007 to formally amend their Digital Pool Commitment Number (the effective date for the change being the date on which they complete all requisite contractual paperwork & return it to BT). Customers will have the following options;

• - Customers can choose to leave their Pool Commitment Number unchanged, if they are able to meet that commitment without SHDS.
• - Alternatively, customers can elect to revise their Digital Pool Commitment Number down in conjunction with the removal of SHDS, in which case their Pool Commitment Number can be reduced by no more than one for each SHDS circuit removed from that Digital Pool.

If customers choose not to revise commitment or fail to do so by 30th June 2007, they will be held to their pre-existing Pool commitment.

If the reduction in commitment as a result of SHDS removal leaves a residual, lower Pool Commitment Number, customers can choose to convert this residual commitment into an alternative form of commitment on another Private Circuits discount contract, such as NetStream Corporate or Enterprise. Details of conversion conditions can be found in the Price List entries for these alternative contract types, in this Section.

Note that, if the reduction in commitment as a result of SHDS removal reduces the Digital Pool Commitment Number to zero & so terminates the Pool and the NetStream 2000 Contract, no Early Termination Charges or Early Termination Administrative Fees will be raised.

This does not apply to migration to Wholesale Extension Services (WES), BES or Radio Base Station (RBS) Backhaul Services. For these, refer to the specific migration paths below.

For private circuits that were provided to a non-Schedule 2 Public Operator which was running a public telecommunications system under a Licence on or before 23rd December 2002 but which were subsequently provided to a Public Electronic Communications Network (PECN) Provider (see Conditions below) after 17th April 2003, the Eligible (PECN) Provider has 60 working days from the date on which they acquired those circuits in which to formally notify BT of changes to be made to their Pool Contract(s) or the termination of Individual Term Contract(s) in relation to those circuits. If they do notify BT appropriately within this window, they will not incur Default charges and/or Early Termination charges on their Pool Contract(s) providing the `Conditions' specified below are met.

For private circuits for which a corresponding PPC product is not available until after 17th April 2003, the Eligible (PECN) Provider has 60 working days from the date on which BT launches the corresponding PPC product in which to formally notify BT of changes to be made to their Pool Contract(s) or the termination of Individual Term Contract(s) in relation to those circuits. If they do notify BT appropriately within this window, they will not incur Default charges and/or Early Termination charges providing the `Conditions' specified below are met.

Otherwise & for all other Customers, appropriate charges will be raised as described in this Section.

Conditions:

• - The Customer provides an accurate inventory of all circuits to be converted.
• - The Customer must be an Eligible PECN Provider, as defined by OfCom, meeting all applicable eligibility criteria for leasing PPC's (as defined in the wholesale PPC Contract).
• - For private circuits that were in the ownership of a non-Schedule 2 Public Operator which was running a public telecommunications system under a Licence on 23rd December 2002 but are provided to an Eligible PECN Provider after 17th April 2003, the inventory provided to BT by the Customer must include details of the date on which each circuit was acquired & include novation agreement documentation, if applicable.
• - Migrating circuits must be eligible for migration to PPCs.
• - Migrating circuits must be interconnection services conforming to definitions in the BT Wholesale PPC contract & any other relevant legislation or terms & conditions.
• - Migrating circuits must connect the system of an Eligible PECN Provider with the premises of a third party, who is the customer of that specific Eligible PECN Provider.
• - Any outstanding connection charges for the converting private circuits must be paid in full prior to Migration.
• - Customers must replace each Private Circuit converted with one PPC of equivalent bandwidth.
• - Customers can formally apply to reduce their Pool Commitment Number by no more than the number of Private Circuits services converted to PPCs. They may elect to leave their volume commitment(s) unchanged or reduce it by less than the number of migrating services but, if they do so, they will be held to that revised commitment.
• - From the date of migration, the Pool discount rate will be revised as appropriate to reflect the lower commitment level.

If any Customer makes a new volume and / or term commitment or increases an existing one under a Pool Contract or Individual Term Contract (including any contracts taken over or any other changes to pre-existing contracts, made as a result of novation or similar process) on or after 23rd December 2002, they will be held to these commitments and appropriate charges will be raised as necessary, as described in this Section.

The window for the original migration path to WES closed on 26th May 2005. However, a revised path has been introduced (see below). For the period from 26th May 2005 until the operative date for the revised path below, customers were held to their pre-existing commitments.

The window for the original migration path to BES closed on 11th August 2006. However, a revised path has been introduced (see below). For the period from 11th August 2006 until the operative date for the revised path below, customers were held to their pre-existing commitments.

For SHDS services leased by the Customer on or before 31st March 2007 and which are committed to either Digital Pool Contracts or Individual Term Contracts, the Customer has until 30th June 2007 to formally notify BT of changes to be made to the volume commitment level on their Pool Contract(s) in relation to migration to WES, WEES or BES and/or of the termination of the Digital Individual Term Contracts (DITCs) or Individual Term Contract (ITC). If the Customer fulfils all the `Conditions' specified below on or before 30th June 2007, they will not incur Default charges and/or Early Termination charges in relation to this migration.

Conditions:

• - The Customer provides an accurate inventory of all circuits to be converted. This inventory must indicate the appropriate WES, WEES or BES circuit that the service is to be migrated to.
• - The Customer must be an Eligible Communications Provider, meeting all applicable eligibility criteria for leasing WES, WEES, or BES (as defined in the relevant Openreach service contract).
• - Migrating circuits must be eligible for migration to WES, WEES or BES.
• - Migrating circuits must be connectivity services conforming to definitions in the Openreach WES, WEES or BES contracts and any other relevant legislation or terms & conditions.
• - Any outstanding connection charges for the converting SHDS circuits must be paid in full, prior to Migration.
• - Customers must replace each SHDS circuit converted with one WES, WEES or BES of equivalent bandwidth and service features.
• - Customers can formally apply to reduce their Pool Commitment Number by no more than the number of SHDS services converted to WES, WEES or BES. They may elect to leave their volume commitment(s) unchanged or reduce it by less than the number of migrating services but, if they do so, they will be held to that revised commitment.
• - From the date of migration, the Pool discount rate will be revised as appropriate to reflect the lower commitment level.
• - If the Customer makes a new volume and/or term commitment or increases an existing one under a Pool Contract or Individual Term Contract (including any contracts taken over or any other changes to pre-existing contracts, made as a result of novation or similar process) on or after 30th June 2007, they will be held to these commitments and, if they migrate to WES, WEES or BES, appropriate Default and/or Early Termination charges will be raised, as described in this Section.
• - Resilient services should be migrated as follows - LES 155A = 2 x WEES 155, LES 622A = 2 x WEES 622, CES 1000A = 2 x WEES 1000 San Option. For LES2500A and 10000A there are no WEES equivalents and customers are advised to migrate these to a WEES 2500 or 10000 and then order a further WEES 2500 or 10000 in order to provide a dual service.

The window for migration to RBS Backhaul closed on 11th April 2005 and thereafter customers are held to their pre-existing commitments, subject to any other contractual conditions including those listed in this Section

Note: BT Prime Service (BTPS) Contracts have been withdrawn from new supply

A Customer with Private Circuits committed to either a Pool contract or Individual Term Contracts (ITCs) can migrate to an existing BT Prime Service Contract without incurring Early Termination charges and/or default charges, provided they make formal application to amend their contracts, subject to the following conditions:

• -All the Private Circuits to be migrated must be eligible for BT Prime Service Contract, as defined in Section 31
• -Each migrating Private Circuit is converted into one BT Prime Service of equivalent or greater bandwidth.
• -There must either be a pre-existing BT Prime Service contract in place to receive the migrating Private Circuits or a new BT Prime Service contract must be signed.
• -The end date of the existing or new BT Prime Services contract must be no earlier than any of the end dates on the Pool Contract and/or ITCs being ceased or restructured. ThisIf may necessitate an extension of the existingend BTdate ofPrime Servicesthe contract.Prime service is earlier than the end date of the Pool or ITC being ceased the services cannot be migrated.
• -An ITC will cease, once the related Private Circuit is converted to an equivalent BT Prime Service.
• -If there are Private Circuits being retained, then the Pool Contract may need to be split, prior to migration; this part outlines the principles of splitting Pools. Other than any related changes to discounts (refer to this Part for details), the terms and conditions for the relevant Pool Contract will remain the same.
• -The volume commitment associated with the Private Circuits migrating to BT Prime Service must be converted to an equivalent level of net spend under the BT Prime Service contract (the `Transfer Value'), using the following per circuit rates:

For each ITC, the Transfer Value will be as per the applicable circuit type above. The total Transfer Value for all ITCs will be the sum of these values. For Pool Contracts, the proportion of the Pool Commitment Number to be transferred will be determined and then the actual circuit profile of the migrating Pool Private Circuits will be applied to the transferring Pool Commitment Number, to calculate the Transfer Value.

• Example
• Customer is migrating half of a Digital Pool with a Pool Commitment Number of 1000 and also 10 ITCs. All the ITCs are for 64kbit/s services and so the ITC's Transfer Value is £1800.00 x 10 = £18000.00 (Exc. VAT). The Pool Contract has to be split before migration resulting in two Pools with Pool Commitment Numbers of 500 apiece, one of which will be migrating. The profile of circuits in the migrating Pool is 50% 2Mbit/s service and 50% 64kbit/s services, therefore the Pool transfer Value is £4500.00 x 250 + £1800.00 x 250 = £1575000.00 (Exc. VAT). The total Transfer Value of all the contracts will therefore be £1575000.00 + £18000.00 = £1593000.00 (Exc. VAT).

Migration from these term-based contracts to other BT Services not covered by Migration Paths above is permitted without incurring early termination charges or defaults, provided the following criteria are met:

-Total charges for the new contract must exceed the Early Termination Charge for the existing contract

-Outstanding connection charges for Private Circuits covered by the contract being ceased are paid in full

-On migration, all appropriate charges (including Set Up charges) for the new service must be paid

-Term of the new contract is equal to or greater than the outstanding term of the old contract

-Route of circuit(s) being replaced can be covered in total by the new network/service

-Re-use of Private Circuit Plant must be possible if the new service is SMDS, FeatureNet or FrameStream

-One term contract takes over cleanly from the other, without a break. However, customers must accept that there may be a short break in service between the cessation of the Private Circuits service and the start-up of the new service