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RESOLUTION NO. 12-13

APPROVAL OF THE TRANSFER OF THE CABLETELEVISIONAGREEMENT ANDTHE ASSIGNMENT OF THE POLE LICENSE AGREEMENT FROM BAJATO TDS BAJA

WHEREAS, Baja Broadband Operating Company, LLC(“Baja”)owns, operates and maintains a cable television system (the “System”) in the Town of Estes Park, CO (the “Town”)pursuant to the Cable Television Agreement dated December 11, 2012 (the “Agreement”); and

WHEREAS, Baja Broadband Operating Company, LLC(“Baja”)is the Licensee under the License Agreement dated December11, 2012 (the “License Agreement”) between the Town and Baja allowing Baja to place and maintain its equipment and facilities on Town utilitypoles and easements; and

WHEREAS, Telephone and Data Systems, Inc., a Delaware corporation, entered into an Asset Purchase Agreement dated February 25, 2013 (the “Purchase Agreement”) with Baja pursuant to which Baja willsell and assign to TDS Baja Broadband LLC(“TDS Baja”), a subsidiary of Telephone and Data Systems, Inc., the System, the Agreement, the License Agreement and certain assets related thereto; and

WHEREAS, Baja and TDS Baja have requested the consent of the Town to transfer the Agreement to TDS Baja, have filed the FCC Form 394 with the Town, and have provided all information required by applicable law (collectively, the “Transfer Application”);and

WHEREAS, Baja has requested the consent of the Town to assign the License Agreement to TDS Baja effective as of the date of closing of the transactions contemplated under the Purchase Agreement; and

WHEREAS, the Town has reviewed the Transfer Application and finds TDS Baja to be a suitable transferee; and

WHEREAS, the Town has reviewed the request from Baja to consent to the assignment of the License Agreement to TDS Baja and has determined to consent to said assignment.

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK as follows: 0 0

1. The Town hereby consents to the transfer of the Agreement from Baja to TDS Baja effective as of the date of the closing of the transaction contemplated under the Purchase Agreement (the “Closing”). 2. The Town hereby consents to the assignment of the License Agreement from Baja to TDS Baja effective as of the date of the Closing of the transaction contemplated under the Purchase Agreement. 3. The Town hereby releases Baja, effective as of the Closing, from any and all obligations and liabilities under the Agreement arising after the Closing provided TDS Baja shall be responsible for any and all obligations and liabilitiesunder the Agreement arising from and after the Closing. 4. The Town hereby consents to the assignment of the License Agreement from Baja to TDS Baja effective as of the Closing as requested in the letter dated May 3, 2013, from Baja and TDS Baja. 5. This Resolution shall have the force of a continuing agreement with Baja and TDS Baja, and the Town shall not amend or otherwise alter this Resolution without the consent of Baja and TDS Baja.

6. In the event the Closing, as contemplated in the Purchase Agreement, does not occur on or before December31, 2013, this Resolution shall become null and void and of no further force and effect as of December 31, 2013. 7. The appropriate officialsof the Town of Estes Park are hereby authorized to execute any documents necessary including, but not limitedto, the request to consent to the assignment of the License Agreement dated May 3, 2013, to effectuate the transactions contemplated pursuant to the terms of this Resolution. 8. This Resolution shall become effective immediately upon passage by the Town Board.

PASSED AND ADOPTED at a regular meeting this Lday of 2013.

ATTEST:

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necessary TDS 0 a and to arc your Inc. (markbarber AND Park. copy served Data also Request the Ave. 805 systems any Administrator contact LLC Commission’s franchise confident is can relationship at prompt transfer have 17 of excited Systems. CO questions your by for (‘Bnja”) be the regarding Vice Fort Baja Kathleen 1061-521 to and enclosed Kathleen Baja your viewed resolution serving earliest consideration iran.sfer a that of aboLit Mill, its Broadband President tdstelecom.com) Inc. ill the regarding review. with and commitment this (“FCC”) the Davis on Corporate this (“TOS”). SC franchise a Davis convenience. your benefit TDS consent transaction your its transaction, Cable as opportunity 29707 — ehsite adopted - community. at the Rcgulaton of Baja community. Form significantly Baja Franchise may these are resolution. Center proposed March to Broadband (608-664.4000). customer 394. at pleased represents to: (kda be including materials. wnte1dta.com. to 20. Drive. required. Affairs become ‘The is transaction, Additional from 2013 to We a service. FCC LLC. baiaLih.tv) announce a Suite an substantial respectftillv To TDS’ part original We Form an facilitate IOU of therefore TDS information the indirect experience ThS’s your (978—140-8 394 and enclosed benefit looks request your contains community, two wholly have pending forward in regarding consent (2) to resolution, 111) that enclosed operating customers all copies owned acquisition you and/or required to and

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for 0 your Park Officer Administrator prompt CO LLC consideration. We grtly President David TDS Sincerely. appreciate BAJABROADBAND A. and Vithver your Chief assistance Exautive in LLC tins Officer

matter. 0 and AHEST: arising Dale Dale, consent of Franchise to the FOLLOWS: related subsidiary pursuant information Purchase “Franchise”); (“Franchise operates be the TDS Transfer, and a from closing PASSED, SECTION SECTION SECTION SECTION suitable WHEREAS, from NOW WHEREAS, WHEREAS. thereto WHEREAS, of to and Baja. Agreement TDS Authority. Franchisee of

any o required which and TeLephone of Authority”) maintains have ThEREFORE, (the Baja transferee. and and the after ADOPTED APPROVING 3. 4. 2. 1. “Transfer”); the all Franchise transactions filed shall by the Franchisee dated Telephone the and BAJA This The This Franchisee The obligations applicable Franchise and RESOLUTION a Closing TDS be an February Franchise cable Franchise pursuant Resolution Resolution responsible Data BROADBAND FCC AND Authority Baja. RESOLUTION and BE and contemplated THE Date. television will and law Authority Systems, Form APPROVED TDS 25, Data IT Authority Authority to (collectively, TRANSFER liabilities sell shall 2013 shall shall RESOLVED for a Baja OF Systems. 394 and valid Inc. syslem any have has (the TOWN not under OPERATING By: TOWN have become with assign herthy hereby under NO. reviewed (“TDS”), and amend this the ‘Purchase franchise Title:______Name:______Inc., the the requested OF (the the ______all force — OF to OF the consents releases “Transfer Purchase BY effective THE obligations a or Franchise “System”) TDS the ESTES day Franchise Delaware the ESTES of otherwise THE agreement Agreement”) COMPANY. Transfer the CABLE of System. a Baja Franchisee, to continuing Agreement consent immediately PARK, Application”); the PARK, FRANCHISE Authority, and Broadband corporation, arising in alter Transfer Application (he FRANCHISE the or liabilities of CO Franchise CO this with agreement LLC(”Franchise&’) effective from similar ((lie Town the and Resolution upon effective LLC Franchise Baja “Closing entered and and under and AImIORnY of have

authorization 0 and as Broadband, (“TDS after passage Estes with , finds 2013. of the as certain into provided Date”). Authority the without the Franchisee of itS Franchise Park. Baja”), an the Closina Closing by assets owns, Asset LLC, Baja date ((he the the AS CO all to a FCC Baja 2(a) Assumed Baja Fort City Mailing Legal 7. PART 6. Town 4. 1. 5. 3. 1061 2. DATE SECTION Washington, Federal (b) Attach Indicate Proposed Application Identify Franchising Date application. authority application the on 394 the transfer Mill between publicly (Confidential Attach If Does Broadband Broadband name 521 which No, system street of system terms Communications I March20, name (Page as Estes — community explain the the Corporate of as when an secvice effective available. TRANSFEROR/ASSIGNOR of address DC the Transferor/Assigner for that tofransferee/assignee: contract I. name. thereof). Authority: an used control was Exhibit 1) Park taisferor/assignor trade, requesting Exhibit GENERAL in 20554 is

Operating 0 was acquired for identified an mailing 2013 where date cc (Including may a CONSENT submitled Center CO Exhibit. doing business, P.0 If schedule provided a Town there of Commission copy be the its closing address, or Box business In redacted). Company. Drive Is (fcc approval systenifranchise the of of eny APPLICATION in to INFORMATION only (if pricing of the response systems Estes franchise the of any and individual, ethibits and contract (Suite an the TO OF (if Assignment first and the of or oral any) telephone transaction Park LLC the marketing subscriber ASSIGNMENT CABLE transferee/assignee? constructed cc all to as agreement, 100) list type or (a) sdiedules additional required that CO agreement last above of of number is State assigning information, transaction Franchise name in FOR the TELEVISION by the to reduce embody information thereto SC subject the be FCC first) that of franchise FRANCHISE provided the Wansferon’assignor) or the provides that necessary thefull OR or transferring transferor/assigner. of 394 terms other cc the C00017 is 1. a’ea: ZIP TRANSFER to material the Community assignment and for information the to Code 29707 FRANCHISE subject In the writing complete franchising ownership order tiled assignment AUTHORITY the of and to Unit with or FOR this not Transfer understand agreestent date transfer attach. of Identification OF this otherwise (980) Telephone FRANCHISE cc CONTROL & of 235-7622 Control contrd As No. Number: AUTHORITY soon (include

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to 0 related efforts to the the ANDJOR AND/OR certifies in In copy effect of and . and the the best best or the [] to regulations. are are of defauts applicatIon application In changes, In canply FCC’s of cii the that thIs IMPRISONMENT. MADE this IMPRISONMENT. MADE incorporated ircorporated my my franchise applIcatIon h&she: application General General knowledge Rules knowledge thereunder with ON ON as and and the promptly THIS THIS governing that Partner attached afthed Partner herein herein terms are are and and FORM FORM presently is true, U.S. true, the U.S. as as of as belief belief cable Exhibits exhibits practicable, the subject it ARE ARE CODE, CODE. set set franchise and In and television out out effect are are ci in in this considered considered full in full Signature or Pnnt Date Signathre Dale and nfl the application, ongoIng. systems. In in hill t the the applicable operation It President Corporate name name Chief Corporate (Indicate (Indicate application. application. material material Executive and system, state and Officer Title) Officer TItle) of representations, representations, any Chief laws David Officer March March if Peter applicable any or Executive local changes A. Kahelin 20, 20, - Wittwer ordinances state and and 2013 2013 Officer

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