EXHIBIT INDEX. Exhibit 2.1 – Certificate of Formation for RSE Archive, LLC (1) Exhibit 2.2 – Operating Agreement for RSE Archive, LLC Exhibit 2.3 – Certificate of Formation for RSE Archive Manager, LLC (1) Exhibit 2.4 – Operating Agreement for RSE Archive Manager, LLC Exhibit 3.1 – Form of Series Designation (1) Exhibit 4.1 – Form of Subscription Agreement (1) Exhibit 6.1 – Form of Asset Management Agreement (1) Exhibit 6.2 – Broker of Record Agreement (1) Exhibit 6.3 – Purchase Option Agreement in respect of Series #10COBB Asset (1) Exhibit 6.4 – Purchase Option Agreement in respect of Series #52MANTLE Asset (1) Exhibit 6.5 – Purchase Option Agreement in respect of Series #71ALI Asset (1) Exhibit 6.6 – Purchase Option Agreement in respect of Series #71MAYS Asset (1) Exhibit 6.7 – Purchase Option Agreement in respect of Series #98JORDAN Asset (1) Exhibit 6.8 – Purchase Option Agreement in respect of Series #AGHOWL Asset (1) Exhibit 6.9 – Purchase Option Agreement in respect of Series #EINSTEIN Asset (1) Exhibit 6.10 – Purchase Option Agreement in respect of Series #FROST Asset (1) Exhibit 6.11 – Purchase Option Agreement in respect of Series #POTTER Asset (1) Exhibit 6.12 – Purchase Option Agreement in respect of Series #ROOSEVELT Asset (1) Exhibit 6.13 – Purchase Option Agreement in respect of Series #TWOCITIES Asset (1) Exhibit 6.14 – Purchase Option Agreement in respect of Series #XXXXXXX Xxxxx (1) Exhibit 6.15 – Purchase Option Agreement in respect of Series #XXXX Xxxxx (1) Exhibit 8.1 – Subscription Escrow Agreement (1) Exhibit 12.1 – Opinion of Xxxxx Xxxxxx LLP Exhibit 13.1 – Testing the Water Materials (1)
EXHIBIT INDEX. Exhibit Description ------- ----------- 0.2 Description of the Subsidiary's Business 1.3 Subsidiary's Liabilities 2.1 Corporation's Warranty Exceptions 2.2 Subsidiary's Warranty Exceptions 2.2(a) List of Assets Owned or Leased by the Subsidiary and its Affiliates. 2.2(j) Subsidiary's Financial Statements 2.2(y) Subsidiary's Insurance Policies or Binders 2.3 Subscriber's Warranty Exceptions 2.3(c) Questionnaires 2.3(d) Regulation SB Disclosure Narrative 4.2
EXHIBIT INDEX. The exhibit index on page iv is hereby amended and restated as follows: Exhibit A - Form of Common Unit Certificate Exhibit B - Form of Class B Unit Certificate
EXHIBIT INDEX. Exhibit A Annual Report on Form 10-KSB for the fiscal year ended February 29, 1996 Exhibit B Proxy Statement for the Annual Meeting of Stockholders held on September 20, 1996 Exhibit C Quarterly Report on Form 10-QSB for the period ended August 31, 1996 Exhibit D Post-Effective Amendment No. 3 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on November 14, 1996 with respect to an unrelated offering of securities
EXHIBIT INDEX. 1.23 Company Channel Exceptions 1.36(B) Delivered Digital-Ready Channel - ITFS 1.59 Market Facilities 3.01 Company Subsidiaries 3.02(a) Company Certificate of Incorporation 3.02(b) Company Bylaws 3.03(b)(i) Company Preferred Stock Dividends 3.03(b)(ii) Outstanding Options 3.03(c) Capitalization 3.05 Consents 3.08 Company Permits 3.10 Taxes 3.11 Litigation 3.12 Changes 3.13 Assets and Liens 3.14 Contracts 3.16 Company Benefit Plans 3.20(a) ITFS, MDS and CARS Technical Specifications 3.20(c) Pending Applications 3.21 Capacity Leases 3.22 Site Leases 3.24 Wireless Cable System Information 3.25(a) Retransmission Consent 3.25(b) Programming Agreements 3.26 Copyright Filings 3.28 Interference Consents 3.29(a) Certain Stockholders 3.29(b) Stockholder's Agreement 3.30 Transactions with Affiliates 5.01(a)(iv) Capital Expenditures 5.01(b)(xii) Form of Estoppel Certificate 5.01(b)(xiii) Certain Employees 5.01(b)(xv) Certain actions to be taken prior to Closing Date 5.05 Consents 5.12 Form of Note 6.02(e) Form of Opinion of Hunton & Xxxxxxxx 6.03(h) Form of Consulting and Noncompetition Agreement 6.03(i)(i) Form of Opinion of Xxxxxxxx & Xxxxx, L.L.P. 6.03(i)(ii) Form of Opinion of Pepper & Corrazzini, L.L.P. 6.03(k) Delivered Digital-Ready Channels and Granted Channels as of the Effective Date AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION dated February 11, 1997 (as it may be amended from time to time, this "Agreement") is made by and among (i) BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), (ii) BELLSOUTH WCA MERGER SUBSIDIARY, INC., a Georgia corporation ("BellSouth Sub"), and (iii) WIRELESS CABLE OF ATLANTA, INC., a Georgia corporation (the "Company").
EXHIBIT INDEX. Exhibit No. Exhibit Matter ----------- -------------- Exhibit A Owners' Businesses 1.1
EXHIBIT INDEX. 34 RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of December 21, 2000 between Puget Energy, Inc., a Washington corporation (the "Company"), and Mellon Investor Services, LLC, a New Jersey limited liability company, as Rights Agent (the "Rights Agent"). The Board of Directors of the Company (the "Board of Directors") has authorized and declared a dividend of one Right (as hereinafter defined) for each share of Common Stock, par value $.01 per share, of the Company (the "Common Stock") outstanding at the Close of Business (as hereinafter defined) on December 29, 2000 (the "Record Date"). The Board of Directors has further authorized the issuance of one Right (as such number may be hereinafter adjusted pursuant to the provisions of this Rights Agreement) with respect to each share of Common Stock that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Expiration Date (as such terms are hereinafter defined); provided, however, that the Company may issue Rights with respect to shares of Common Stock that shall become outstanding after the Distribution Date and prior to the earlier of the Redemption Date and the Expiration Date in accordance with the provisions of Section 23. Each Right shall initially represent the right to purchase one one- hundredth (1/100) of a share of Series R Participating Cumulative Preferred Stock, par value $.01 per share, of the Company (the "Preferred Shares"), having the powers, rights and preferences set forth in the Certificate of Designation (as hereinafter defined) attached as Exhibit A. Accordingly, in consideration of the premises and the mutual agreements set forth in this Rights Agreement, the Company and the Rights Agent hereby agree as follows:
EXHIBIT INDEX. Exhibit Description 0.1 Subscribers' Data & Powers of Attorney 1.3 Target Company's Disclosed Liabilities 2.1 Holding Company's Warranty Exceptions 2.2 Target Companies' Warranty Exceptions 2.2(a) List of Real and Personal Property Owned or Leased by Target Company 2.2(i) Target Companies' Unaudited Consolidated Financial Statements 2.2(x) Target Company's Insurance Policies or Binders 3.4(d) Form of Investment Letters 4.2 Subscribers' Employment Agreements 4.6
EXHIBIT INDEX. The following exhibits included herewith or incorporated herein by reference are made part of this Registration Statement: Exhibit No. Exhibit Description
