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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
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                                                                    EXHIBIT 10.8
                          REDEMPTION AND PUT AGREEMENT

        This Redemption and Put Agreement ("Agreement") is made as of September
14, 1999, by and among Charter Communications Holding Company, LLC, a Delaware
limited liability company ("Charter LLC"), Paul G. Allen, an individual
("Allen") and ______________ ("Holder"), with reference to the following facts:

        A Charter Communications Operating, LLC ("CCO"), a subsidiary of Charter
LLC, is a party to (1) that certain Purchase and Sale Agreement by and among the
persons or entities listed on the signature pages thereto as "Sellers," and
Rifkin Acquisition Partners, L.L.L.P. ("RAP"), dated April 26, 1999 (the "RAP
Agreement"), and (2) that certain Purchase and Sale Agreement by and among the
persons or entities listed on the signature pages thereto as "Sellers," and
InterLink Communications Partners, LLLP ("InterLink"), dated April 26, 1999 (the
"InterLink Agreement" and, together with the RAP Agreement, the "Purchase
Agreements"), pursuant to which CCO and certain of its affiliates have acquired
all of the outstanding equity of RAP and InterLink, respectively.

        B Holder is a former owner of interests in RAP and/or InterLink and, in
connection with the transaction by which CCO acquired RAP and InterLink, Holder
was issued Class A Preferred
 Units of Charter LLC (the "Issued Units").

        D As an inducement for Holder to contribute its interests in RAP and/or
InterLink to CCO in consideration of the Issued Units, Charter LLC agreed to
grant the Holder the Redemption Election provided for herein and Allen agreed to
grant the Holder the Put Option provided for herein.

        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:

               1.1 "Class A Preferred Contributed Amount" has the meaning given
that term in the Operating Agreement.

               1.2 "Class A Preferred Return Amount" has the meaning given that
term in the Operating Agreement.

               1.3 "Class A Preferred Units" has the meaning given that term in
the Operating Agreement.

               1.4 "Closing Date" has the meaning given that term in the
Purchase Agreements.

               1.5 "Interest Payment" means interest on the Redemption Purchase
Price or Put Purchase Price, as applicable, at a rate equal to eight percent
(8%) per annum, from and including the first day of the calendar quarter
following the date on which a Charter Notice was delivered, through and
including the date of such Redemption Closing or Put Closing.