NOTE 8: ORANGE COUNTY-POUGHKEEPSIE LIMITED PARTNERSHIP

The Company was a limited partner in the Orange County-Poughkeepsie Limited Partnership ("O-P") and had an 8.108% limited partnership interest in the O-P until April 30, 2014, which was accounted for under the equity method of accounting. The majority owner and general partner of the O-P is Verizon Wireless of the East LP ("Verizon").

On May 26, 2011, the Company entered into an agreement (the "4G Agreement") with Verizon and Cellco Partnership (d/b/a Verizon Wireless), the other limited partner, in the O-P to make certain changes to the O-P partnership agreement. The 4G Agreement provides that the O-P's business will be converted from a wholesale business to a retail business. In addition, the 4G Agreement provided for guaranteed annual cash distributions to the Company from the O-P through 2013. For the year ended December 31, 2013, the Company received annual cash distributions from the O-P of $13.0 million. The 4G Agreement provided that, starting in 2014, the Company would receive cash distributions equal to its ownership share percentage of the approved total distributions by the O-P. The 4G Agreement also gave the Company the right (the "Put") to require Verizon to purchase all of the Company's ownership interest in the O-P during April 2013 or April 2014 for an amount equal to the greater of (a) $50.0 million or (b) the product of five (5) times 0.081081 times the O-P's EBITDA, as defined in the 4G Agreement for the calendar year preceding the exercise of the Put.

On April 30, 2014, the Company exercised the Put option and sold all of its ownership interest in the O-P for gross proceeds of $50 million, which resulted in a gain on the sale of $49.8 million. The Company will not receive any income from the O-P after April 30, 2014. The Company used a portion of the proceeds to repay all of the outstanding borrowings under the TriState credit facility and paid taxes on the related gain (see Note 10). The Company expects to use the remaining gross proceeds, among other things, to fund working capital needs and support growth initiatives. The Company may, in its discretion, use the gross proceeds for other purposes.

Pursuant to the equity method accounting of the Company's investment income, the Company is required to record the income from the O-P as an increase to the Company's investment account. The Company is required to apply the cash payments made under the 4G Agreement as a return on its investment when received. As a result of receiving the fixed guaranteed cash distributions from the O-P in excess of the Company's proportionate share of the O-P income, the investment account was reduced to zero during 2012. Thereafter, the Company recorded the fixed guaranteed cash distributions that were received from the O-P in excess of the proportionate share of the O-P income directly to the Company's statement of operations as other income. In 2014 when guaranteed distribution ceased, the Company returned to recording the income from the O-P as in increase to the Company's investment account and any cash payments received were applied as a return on its investment. As of December 31, 2014 and 2013, the investment account was zero.

For the four months ended April 30, 2014, the Company had $2.6 million in income from the O-P equity investment.

The following summarizes the income statement for the six months ended June 30, 2014 and the year ended December 31, 2013 that the O-P provided to the Company:


		For the Six Months
		Ended June 30, 2014		For the Year Ended
($ in thousands)		(Unaudited)		December 31, 2013

Net revenue	$	170,746	$	331,278
Cellular service cost		80,051		156,699
Operating expenses		44,726		84,927
Operating income		45,969		89,652
Other income		62		27
Net income	$	46,031		89,679
Company share (1)	$	2,597		7,271

(1)	Company's share for the six months ended June 30, 2014 was calculated using a weighted average ownership rate of 2.673% due to the fact that the Company exercised the Put option and sold all of its ownership interest on April 30, 2014.

The following summarizes the balance sheet as of December 31, 2013 that the O-P provided to the Company:


($ in thousands)

Current assets	$	23,351
Property, plant and equipment, net		41,646
Other Assets		365
Total assets	$	65,362

Total liabilities	$	17,887
Partners' capital		47,475
Total liabilities and partners' capital	$	65,362