October 22nd, 2015 Burlington Telecom Advisory Board Setting the stage for discussion on criteria of the sale of BT 1

Understanding the Deal Structure 1.The Players: – Lessor – Blue Water Holdings LLC – Bridge financer with funding from Merchants Bank – City – City of Burlington – Telecom Manager – Dorman and Fawcett – Burlington Telecom – the name by which the City of Burlington operates the Telecom System. – PSB – Public Service Board – body that issues certificate of public good for any utility in the State. 2.Other important terms: – Net Proceeds – (a) all amounts held in the Revenue Fund, the Operating Account, and any other fund or account held by the Trustee under the Deposit Trust Agreement, accounts receivables, net of accounts payable and other accrued expenses, plus the gross proceeds from the sale of the Telecom System. Less: (b) the following amounts in the order listed: (i) the then remaining unpaid balance of the Original Principal Rental Component and any accrued and unpaid interest; (ii) accrued and unpaid fees of the Telecom Manager (plus 7% interest per annum); (iii) any transfer taxes; (iv) City Sale Expenses & Lessor Sale Expenses; and (v) in the event the gross proceeds of the sale exceed the agreed threshold, the initial account balance to be paid to the City. Burlington Telecom Advisory Board 2

Section 3.1 Sale of the System – The Telecom Manager shall undertake commercially reasonable efforts, consistent with Prudent Utility Practice, and with due consideration of the advisory recommendations of the BTAB, to operate Burlington Telecom and build the Telecom System so as to maximize the value and importance to the residents and businesses of the City and adjacent communities, and increase Burlington Telecom’s potential sales price. From the beginning of the Commencement date, the City shall have the right to find a Qualified Purchaser to purchase the Telecom System, and the City may direct the sale of the Telecom System to such Qualified Purchaser. sale needs the consent of the Lessor (Bluewater Group) To facilitate the sale the Lessor may consent in advance to a sales price or to a particular purchaser. After 4 years, the Lessor has the sole discretion to select a buyer That date has been set at 1/2/15 3 Deal Structure from Burlington Telecom Management & Sale Agreement

Criteria set by Public Service Board A.The Criteria of 30 V.S.A. Chapter 13 B.The criteria known as the EMCO criteria: 1.Financial soundness and stability, both of applicant generally and the particular proposal; 2.The present proposed service offerings to customers, including number of channels and the ability and capacity of the system to offer additional varied services in the future, and the ability to provide public access. 3.The commitment to a construction and in-service schedule; 4.The experience and ability of the applicant to run and manage a cable tv system; 5.The rates proposed to be charged to customers. 6.Consumer policies, particularly re: complaints and problems; 7.Availability of service to maximum number of residence; 8.The qualify of the engineering and materials used in the system 9.Logical fit with neighboring systems. Burlington Telecom Advisory Board 4

Section 8.0 Additional Payment – The settlement is predicated on the assumption that the Financing contemplated is paragraph 4.1 is intended as a bridge to the eventual arm’s length sale of the System to a private entity. Proceeds from the sale will be first used to pay the unpaid principle components of the financing, accrued and unpaid interest, accrued and unpaid fees to the Manager of Burlington Telecom, fees and costs of the lessor providing the financing, and the reasonable costs, expenses, taxes, broker commissions and expenses reasonably incurred in connection with the sale. Remaining Net Proceeds that Burlington receives will be shared with Citibank at a rate of 50% Upon this payment of shared proceeds all of Burlington's obligations shall be deemed complete and final. 5 Deal Structure from Mediated Settlement Agreement

6 Allocation of Net Sale Proceeds Sale date after commencement DatesLessor %City % *Telecom Manager % 0-36 months 1/2/1840%50%10% months 1/2/1955%35%10% months 1/2/2065%25%10% After 60 months 1/2/2180%10% Event of Default 90%0%10% * Note – 50% of the City’s share shall be paid back to Citi-Bank as part of the Mediated Settlement Agreement

7 Sale Proceeds $18,000,000Allocation of Net Sale Proceeds Sale date after commencement DatesLessor $City $ *Telecom Manager $ Citi-Bank from City’s portion 0-36 months $7,200,000$9,000,000$1,800,000$4,500, months $9,900,000$6,300,000$1,800,000$3,150, months $11,700,000$4,500,000$1,800,000$2,250,000 After 60 months $14,400,000$1,800,000 $900,000 Event of Default $16,200,000$0$1,800,000$0 Scenario #1 Sale price $23,500,000, less unpaid debt to BW $5,500,000

8 Sale Proceeds $5,000,000Allocation of Net Sale Proceeds Sale date after commencement DatesLessor $City $ *Telecom Manager $ Citi-Bank from City’s portion 0-36 months $2,000,000$2,500,000$500,000$1,250, months $2,750,000$1,750,000$500,000$875, months $3,250,000$1,250,000$500,000$625,000 After 60 months $4,000,000$500,000 $325,000 Event of Default $4,500,000$0$500,000$0 Scenario #2 Sale price $10,500,000, less unpaid debt to BW $5,500,000