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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
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                                    PART II
 
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
INDEMNIFICATION UNDER THE LIMITED LIABILITY COMPANY AGREEMENT OF CHARTER
HOLDINGS.
 
     The Limited Liability Company Agreement of Charter Holdings (the "LLC
Agreement"), entered into as of February 9, 1999, by CCI, as the initial member
(the "Member"), provides that the members, the Manager (as defined therein), the
directors, their affiliates or any person who at any time serves or has served
as a director, officer, employee or other agent of any member or any such
affiliate, and who, in such capacity, engages or has engaged in activities on
behalf of Charter Holdings (collectively, "Indemnifiable Persons"), shall be
indemnified and held harmless by Charter Holdings to the fullest extent
permitted by law from and against any losses, damages, expenses (including
attorneys' fees), judgments and amounts paid in settlement actually and
reasonably incurred by or in connection with any claim, action, suit or
proceeding arising out of or incidental to an Indemnifiable Person's conduct or
activities on behalf of Charter Holdings (collectively, "Claims").
Notwithstanding the foregoing, no indemnification is available under the LLC
Agreement in respect of any Claim adjudged to be primarily the result of bad
faith, willful misconduct or fraud of an Indemnifiable Person. Payment of the
indemnification obligations set forth herein shall be made from the assets of
Charter Holdings and the members shall not be personally liable to an
Indemnifiable Person for payment of indemnification thereunder.
 
INDEMNIFICATION UNDER THE DELAWARE LIMITED LIABILITY COMPANY ACT.
 
     Section 18-108 of the Delaware Limited Liability Company Act authorizes a
limited liability company to indemnify and hold harmless any member or manager
or other person from and against any and all claims and demands whatsoever,
subject to such standards and restrictions, if any, as are set forth in its
limited liability company agreement.
 
INDEMNIFICATION UNDER THE BY-LAWS OF CCHC.
 
     The By-Laws of CCHC provide that CCHC, to the broadest and maximum extent
permitted by applicable law, will indemnify each person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of CCHC, or is or was serving at the request of CCHC as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding. To the extent
that a director, officer, employee or agent of CCHC has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
the preceding paragraph, or in defense of any claim, issue or matter therein,
such person will be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
Expenses (including attorneys' fees) incurred by a director or officer in
defending any civil or criminal action, suit or proceeding may be paid by CCHC
in advance of the final disposition of such action, suit or proceeding , as
authorized by the Board of Directors of CCHC, upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such director or officer was not entitled to be
indemnified by CCHC as authorized in the By-Laws of CCHC. The indemnification
and advancement of expenses provided by, or granted pursuant to, the By-Laws of
CCHC will not be deemed exclusive and are declared expressly to be non-exclusive
of any other rights to which those seeking indemnification or advancements of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding an office,
and, unless otherwise
 
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