enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the person's conduct
was unlawful. In addition, the Delaware General Corporation Law permits
indemnification only for expenses (including attorneys fees) in connection with
an action or suit by or in the right of the corporation, and, in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, such indemnification is permitted only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses, which such court shall deem proper. To the extent
that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter, such
person shall be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by such person.
INDEMNIFICATION UNDER THE LIMITED LIABILITY COMPANY AGREEMENT OF CC HOLDINGS
The limited liability company agreement of CC Holdings, entered into as of
February 9, 1999, by Charter Investment 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 CC Holdings, shall be indemnified and held harmless
by CC 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 CC 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 CC Holdings and the members shall not be personally liable to
an indemnifiable person for payment of indemnification.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The Registrant has not issued any common stock prior to the offering.
Concurrently with the consummation of the offering to which this registration
statement relates, Paul G. Allen, Jerald L. Kent, Barry L. Babcock and Howard L.
Wood will each purchase shares of Class B common stock for an
aggregate purchase price of $ . The offering and sale of the shares of
common stock will not be registered under the Securities Act of 1933 because the
offering and sales will be made in reliance on the exemption provided by Section
4(2) of the Securities Act of 1933 and Rule 506 thereunder for transactions by
an issuer not involving a public offering.