The limited liability company agreement of Charter Holdings and the by-laws
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.
MANAGEMENT AGREEMENT WITH CHARTER INVESTMENT
We have a management agreement with Charter Investment. The management
agreement provides that Charter Investment will manage us and all of our
subsidiaries on a day-to-day basis, in exchange for fees. See "Certain
Relationship and Related Transactions."