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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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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, entered into
as of February 9, 1999, by Charter Communications, Inc., as the initial member,
provides that the members, the manager, 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, 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 such indemnifiable person's conduct
or activities on behalf of Charter Holdings. Notwithstanding the foregoing, no
indemnification is available under the Limited Liability Company Agreement in
respect of any such claim adjudged to be primarily the result of bad faith,
willful misconduct or fraud of an indemnifiable person. Payment of these
indemnification obligations 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.
    
 
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 CHARTER CAPITAL.
    
 
   
     The By-Laws of Charter Capital provide that Charter Capital, 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 Charter Capital, or is or was serving
at the request of Charter Capital 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 Charter Capital 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, such person
will be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by such person. Expenses, including attorneys' fees,
incurred by a director or officer in defending any civil or criminal action,
suit or proceeding may be paid by Charter Capital in advance of the final
disposition of such action, suit or proceeding, as authorized by the Board of
Directors of Charter Capital, 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
    
 
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