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SEC Filings

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provides that a limited liability company and a corporation may eliminate or
limit the personal liability of a director for monetary damages for breach of
fiduciary duty as a director, except for liability for:
          (1) any breach of the director's duty of loyalty to the corporation
     and its stockholders;
          (2) acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law;
          (3) unlawful payments of dividends or unlawful stock purchases or
     redemptions; or
          (4) any transaction from which the director derived an improper
     personal benefit.
     The Limited Liability Company Agreement of Charter Holdings and the Bylaws
of Charter Capital provide that directors and officers shall be indemnified for
acts or omissions performed or omitted that are determined, in good faith, to be
in our best interest. No such indemnification is available for actions
constituting bad faith, willful misconduct or fraud.
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Charter Holdings
and Charter Capital pursuant to the foregoing provisions, we have been informed
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.