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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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                                    EXHIBIT B

                                  PUT AGREEMENT

         This Put Agreement ("Agreement") is made as of the ___ day of _____, by
and between Paul G. Allen, an individual ("Allen"), and Falcon Holding Group,
L.P., a Delaware corporation (the "Holder"), with reference to the following
facts:

         A. Charter Communications, Inc. ("Charter") is a party to that certain
Purchase and Contribution Agreement (the "Purchase and Contribution Agreement"),
dated May ____, 1999, pursuant to which Charter and its affiliates have acquired
all of the outstanding equity of Falcon Communications, L.P., and certain of its
affiliated entities. Allen is the controlling stockholder of Charter and expects
to derive benefit from the transactions contemplated by the Purchase and
Contribution Agreement.

         B. Under the Purchase and Contribution Agreement, the Holder has
acquired __________ units of limited liability company interests in __________
("Charter LLC"), which are exchangeable for shares of common stock of __________
("PublicCo").

         C. As an inducement for the Holder to enter into the Purchase and
Contribution Agreement, Charter agreed that Allen would grant the Holder the Put
Option provided for herein, and the execution and delivery of this Agreement by
Allen was a condition to the Holder's performance of its obligations under the
Purchase and Contribution Agreement.

         NOW, THEREFORE, in consideration of the respective covenants and
agreements of the parties and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by each party), the
parties hereby agree as follows:

         1. Definitions. As used in this Agreement, the following terms have the
following meanings:

         "Closing Price" means, with respect to a share of PublicCo common
stock, (i) the last reported sales price, regular way, as reported on the
principal national securities exchange on which shares of PublicCo common stock
are listed or admitted for trading or (ii) if shares of PublicCo common stock
are not listed or admitted for trading on any national securities exchange, the
last reported sales price, regular way, as reported on the Nasdaq National
Market or, if shares of PublicCo common stock are not listed on the Nasdaq
National Market, the average of the highest bid and lowest asked prices as
reported on the Nasdaq Stock Market.

         "Interests" means all limited liability company interests in Charter
LLC issued to the Holder pursuant to the Purchase and Contribution Agreement,
all shares of common stock of PublicCo issued in exchange for such limited
liability company interests in Charter LLC, and all other securities that
constitute "Interests" in accordance with Section 5 of this Agreement.

         "IPO Price" means the price per share at which shares of common stock
of PublicCo are sold to the price in PublicCo's initial public offering (without
reduction for underwriters' fees, discounts, commissions, and other selling
expenses).