Our vision is to transition the majority of New Zealanders to the best available broadband within the next 12 months.

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1 Recipient name Organisation Address line 1 Address line 2 Address line 3 Chorus New Zealand Limited Chorus House 66 Wyndham Street AUCKLAND [Date] Dear [ ], Broadband Upgrade Offer Our vision is to transition the majority of New Zealanders to the best available broadband within the next 12 months. Over the last year, we ve made it easier for you to get fibre and improved our VDSL performance. We also introduced our VDSL upgrade offers to help you upgrade your customers to VDSL. But many New Zealanders still remain on older technology. This means a whole lot of customers are missing out on what some of the best broadband in the world can deliver. That s why we are asking you to share our goal to move customers off ADSL, to fibre where it s available, or to VDSL as a stepping stone to fibre. We want to work with you to help remove the current barriers, so that together we can make the move to better broadband simple and painless for your customers. To help achieve this shared goal, we are replacing our Chorus VDSL Upgrade Offer with a significantly improved nationwide Broadband Upgrade Offer. As part of the commitment to our shared goal, we need you to work with us and the wider industry to agree new processes to make migrating from copper (including VDSL) to fibre easier. Taking up this offer is your firm commitment to our shared goal and you commit to working with us to make the move to fibre when it is available to your customers as simple and painless as possible, and to support fibre uptake. What have we done? Last year we started with waiving our change plan charges when your customers upgrade from an ADSL connection to a Basic VDSL connection (connection only). We also provided a modem contribution to upgrades outside our UFB areas. At the beginning of this year we extended this offer to include transfer charges and Boost VDSL and increased the modem contribution. So what s new? We are replacing the earlier VDSL offers with a stronger nationwide broadband upgrade offer that applies to upgrades to fibre and, where fibre is not available, to Basic VDSL and Boost VDSL. The new offer retains the key elements of our previous offers and provides more:

2 waiver of key transaction fees when you upgrade customers on ADSL to Basic VDSL (connection only) we ve extended this so it includes upgrades, transfers, move address and new connections; extending the $100 modem contribution to cover upgrades, transfers, move address and new connections when customers move to Basic VDSL (connection only) or transfers and new connections to Boost VDSL (connection and wiring only); introducing a nationwide $150 modem contribution for upgrades and new connections to Bitstream 2 fibre plans with download/upload speeds of 100/20Mbps or above. We are bringing forward the contribution credit payment date and will apply the entire amount upfront to assist you to cover your costs when a consumer moves to Basic VDSL, Boost VDSL or Bitstream 2 100/20Mbps and above fibre plans. To help in achieving the shared goal of moving New Zealanders to better broadband, we have included some conditions to outline how we will work together to address pain points that consumers have told us they want addressed. These conditions help provide a foundation for us agreeing an industry wide approach, or, in the interim, RSP specific plans to facilitate the smooth and easy migration of consumers to fibre where it is available. This Offer will run from 3 April until 30 September 2017 unless we give you 60 days notice of termination of the offer. The detailed terms and conditions of the offer are set out in the appendix. Sign up If you have any questions please contact your Account Manager. If you accept this Offer please sign this letter and return it to us. Yours faithfully [Customer s Company Name] agrees to the terms of the Broadband Upgrade Offer as set out in this letter and attached appendix Recipient name Position Organisation Authorised Signatory Name: Tim Harris Chief Commercial Officer, Commercial Office Chorus New Zealand Limited Authorised Signatory Position: Date: 2

3 APPENDIX Terms of the Offer Terms of the Broadband Upgrade Offer (which replaces and terminates the Chorus VDSL Upgrade Offer and Basic VDSL Upgrade Offer) The terms of the Broadband Upgrade Offer (Offer) between Chorus New Zealand Limited (Chorus) and you are as follows: Term 1. The Offer will commence from the later of 3 April 2017 or the date you sign this letter. 2. The Offer will terminate on 30 September 2017 unless extended pursuant to clause 3 or shortened pursuant to clause 4 (Termination Date). 3. Chorus may extend the time period or the scope of the Offer by giving 30 days notice in an Informer. 4. We may withdraw or change the Offer before the Termination Date. If this occurs, we will try and consult with you and we will give you 60 days notice, unless we re required to withdraw or make changes to the offer due to an external event, in which case the notice may be shorter. Replacement of Chorus VDSL Upgrade Offer and Basic VDSL Upgrade Offer) 5. If you accept this Offer, you agree that the Offer replaces the Chorus VDSL Upgrade Offer and Basic VDSL Upgrade Offer and these offers are terminated. Qualifying Connections 6. Connections that satisfy the eligibility criteria in Table A are Qualifying Basic VDSL Connections for the purposes of clauses 9 to 11 below. 7. Connections that satisfy the eligibility criteria in Table B are Qualifying Boost VDSL Connections for the purposes of clauses 10 and 11 below. 8. Connections that satisfy the eligibility criteria in Table C are Qualifying Fibre Connections for the purposes of clauses 10 and 11 below. How does the waiver of certain transaction charges work? 9. Chorus will waive the transaction charges listed in Table A for Qualifying Basic VDSL Connections that satisfy the eligibility criteria for the relevant upgrade type set out in that table. How does the credit contribution to your costs work? 10. Chorus will pay: (a) (b) $100 credit contribution towards the cost of a VDSL and fibre ready modem for each Qualifying Basic VDSL Connection or Qualifying Boost VDSL Connection; or $150 credit contribution towards the cost of a fibre modem for each Qualifying Fibre Connection. How will the waiver of charges and modem contribution credit to your costs be applied? 11. Each month, the transaction charges will be billed as usual. We will then provide credits for: 3

4 (a) (b) The preceding months transaction charges referred to Table A (as the case may be) for relevant Qualifying Basic VDSL Connections that upgraded to Basic VDSL; and/or The applicable credit contributions towards the cost of a VDSL and fibre modem or fibre modem, as set out in clause 10. Please note: if you have any aged debt with Chorus, the above credits may be set off against any amounts owed by you to us. 12. We will let you know if there are any changes to the way the credits are applied. Conditions 13. By accepting the offer, you agree that: (a) (b) (c) You will endeavour to supply a VDSL customer with a VDSL and fibre ready modem from a recognised supplier that the New Zealand telecommunications industry would generally agree is good quality and fit for purpose. You are committed to the shared goal of upgrading customers to better broadband and will use this Offer in good faith to achieve this goal by: 1. Working with us and the industry through Telecommunications Carriers Forum (TCF) to agree a Code of Practice for RSP or Chorus initiated migrations of customers on copper telecommunication services (including VDSL) to fibre telecommunication services, when fibre services are available (copper to fibre migrations). 2. Working with us to review (with the aim of removing) any current barriers to RSP or Chorus initiative copper to fibre migrations, such as: a. Price differences between copper telecommunications services and fibre telecommunications services; b. Any transaction charges for migration between copper telecommunications services and fibre telecommunications services; and c. Differences in contracts and/or contractual terms between copper telecommunications services and fibre telecommunications services; d. Customer and other consent requirements for migration between copper telecommunications services and fibre telecommunications services. 3. Pending industry agreement on a Code of Practice and removal of barriers to copper to fibre migration, you will work in good faith with us and the industry to agree processes and timetable to migrate your customers on VDSL (who have benefited from Chorus modem contribution or waiver of transaction charges under this Offer or earlier Chorus VDSL Upgrade Offer or Basic VDSL Upgrade Offers) to entry level fibre plans at Chorus request, when fibre is available at the relevant address. You will in good faith use the Offer for the purposes set out in this letter agreement and comply with the requirements in this clause to achieve the stated shared goals. If, in Chorus reasonable opinion, you are not complying with the goals of this offer, including the conditions, Chorus may at any time and from time to time do any or all of the following: 4

5 (d) Exclusions 1. Meet with you to discuss our concerns and what you are doing to comply; 2. Escalate the issue within Chorus and your company for discussion; 3. Suspend the credit contribution and/or transaction credits; and/or 4. Terminate this Offer. To optimise customers experience of broadband upgrades during the Offer period, it is important that we work together to ensure accurate forecasts of orders so we can fulfil these orders within Chorus daily order fulfilment limits. You need to work with us to agree a plan to fulfil orders under this Offer so that we can best manage demand within our daily order fulfilment limits, to the extent we can, using our current systems and processes. 14. The Offer does not apply: (a) (b) (c) (d) (e) To any orders in relation to Basic VDSL for connection and wiring, or connection and wiring and modem; or To any orders in relation to Boost VDSL except for transfers and new connections; or To any orders for transfers or move address from Basic VDSL or Boost VDSL to Basic VDSL or Boost VDSL; or To any orders for fibre new connections in circumstances where the customer was previously connected to Basic VDSL or Boost VDSL; or To any Charges or orders or transaction types not set out in attached Tables A, B or C and any Charges not specifically waived in Tables A will continue to apply. For example, if you place a Business new connection for Bitstream 2, the normal connection charges will apply. Application of relevant terms 15. Except as expressly provided under this Offer, the Basic VDSL Amended Factsheet terms (which in turn adopts UBA STD terms), the UBA STD, Boost VDSL Service Appendix, UFB Reference Offer, Chorus Residential Install Offer and Chorus Business Install Offer continue to apply to Basic VDSL, UBA, Boost VDSL services and fibre services(as the case may be). See Tables A, B, C attached 5

6 Table A Qualifying Basic VDSL Connections eligible for waiver of transaction charges and modem contribution credit of $100 Type of upgrade to Basic VDSL Transaction charges UBA STD reference Transaction charges to be waived by Chorus Eligibility criteria Plan change - ADSL to Basic VDSL 1.10 $7.05 Remote $46.04 Exchange/ Cabinet $ Site Visit The existing ADSL connection must belong to someone who is already your customer. The existing ADSL connection must be identified by Chorus as capable of upgrading to Basic VDSL and included in Chorus list of all your existing ADSL connections capable of an upgrade to Basic VDSL. You must order connection only plan change from ADSL to Basic VDSL before the Termination Date and the connection must be upgraded to Basic VDSL. Transfer - ADSL to Basic VDSL The existing ADSL connection that is being transferred must be upgraded to Basic VDSL. The existing ADSL connection must be identified by Chorus as capable of upgrading to Basic VDSL. You must order connection only transfer from ADSL to Basic VDSL before the Termination Date. Move Address ADSL to Basic VDSL New Connection No Chorus service (intact copper) to Basic VDSL The existing ADSL connection must belong to someone who is already your customer. The connection at the new address must be identified by Chorus as capable of upgrading to Basic VDSL. You must order connection only move address from ADSL to Basic VDSL before the Termination Date and the connection must be upgraded to Basic VDSL. There must be an intact Chorus copper connection and no existing Chorus service at the address for at least 30 days. The connection must be identified by Chorus as capable of upgrading to Basic VDSL.

7 You must order connection only new connection to Basic VDSL before the Termination Date and the connection must be upgraded to Basic VDSL. Table B Qualifying Boost VDSL Connections 1 eligible for modem contribution credit of $100 Upgrade to Boost VDSL type Transfer - ADSL to Boost VDSL Eligibility criteria The existing ADSL connection that is being transferred must be upgraded to Boost VDSL. The existing ADSL connection must be identified by Chorus as capable of upgrading to Boost VDSL. If transferring the ADSL connection to Boost VDSL, you must order connection and wiring transfer from ADSL to Boost VDSL before the Termination Date. New Connection Boost VDSL There must be an intact connection and no existing Chorus service at the address for at least 30 days. The connection must be identified by Chorus as capable of upgrading to Boost VDSL. You must order connection and wiring new connection to Boost VDSL before the Termination Date and the connection must be upgraded to Boost VDSL. 1 To consume Boost VDSL you need to be on-boarded, sign the Boost VDSL Service Appendix under the Chorus Services Agreement and satisfy the requirements in that Service Appendix. 2

8 Table C Qualifying Fibre Connections 2 eligible for modem contribution credit of $150 Upgrade to fibre type New Connection - ADSL to NGA Bitstream 2 Eligibility criteria There is an existing ADSL connection at the address. The address must be identified by Chorus as having fibre available and being capable of upgrading to fibre. In upgrading to fibre, you must order a fibre new connection for a Chorus Bitstream 2 100/20Mbps and above plan before the Termination Date and the connection must be upgraded to that fibre plan and service given before the Termination Date. The connection charges are BAU for a fibre new connection request. New Connection - Intact fibre to NGA Bitstream 2 New connection - No fibre intact or copper connection to NGA Bitstream 2 There must be an intact Chorus fibre connection and no existing Chorus service at the address for at least 30 days. You must order a fibre new connection for a Chorus Bitstream 2 100/20Mbps and above plan before the Termination Date and the connection must be upgraded to that fibre plan and service given before the Termination Date. There is no Chorus fibre or copper service at the address for at least 30 days. You must order a fibre new connection for a Chorus Bitstream 2 100/20Mbps and above plan before the Termination Date and the connection must be upgraded to that fibre plan and service given before the Termination Date. 2 To consume Chorus fibre services, you need to be on-boarded, sign the UFB Reference Offer and satisfy the requirements in Reference Offer and Bitstream 2 Service Description. 3

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