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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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                                                                   EXHIBIT 10.10
                       REGISTRATION SUPPORT PUT AGREEMENT

        This Registration Support Put Agreement ("Agreement") is made as of the
12th day of November, 1999, by and between Paul G. Allen, an individual
("Allen"), and __________ (the "Holder"), with reference to the following facts:

        A Charter Communications Operating, LLC ("CCO") 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 Allen is the indirect controlling owner of CCO and expects to derive
benefit from the transactions contemplated by the Purchase Agreements.

        C 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 preferred membership units of Charter Communications Holding Company,
LLC ("Charter LLC").

        D In connection with the initial public offering of Charter
Communications, Inc. ("CCI"), Holder exchanged its preferred membership units in
Charter LLC for CCI Stock (as defined below), and as a condition of such
exchange, Allen agreed to enter into this Agreement, giving Holder certain
rights with respect to the CCI Stock.

        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 CCI common stock, (i)
the last reported sales price, regular way, as reported on the principal
national securities exchange on which shares of CCI common stock are listed or
admitted for trading or (ii) if shares of CCI 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 such
last reported sales price is not available, the average of the highest bid and
lowest asked prices as reported on the Nasdaq Stock Market.

        "CCI Stock" means all shares of common stock of CCI issued to Holder in
exchange for preferred membership units of Charter LLC, and all other securities
that constitute "CCI Stock" in accordance with Section 5 of this Agreement.