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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 10.11
                                 PUT AGREEMENT

        This 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 Investment, Inc., a Delaware corporation formerly known as
Charter Communications, Inc. ("Charter") is a party to that certain Purchase and
Contribution Agreement (the "Purchase and Contribution Agreement"), dated May
26, 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, Falcon Holding Group,
L.P. ("FHGLP") acquired a limited liability company interest in Charter
Communications Holding Company, LLC ("Charter LLC"), consisting of 20,581,117
Class D Common Units. FHGLP distributed _______ of those Class D Common Units to
the Holder. Pursuant to the Exchange Agreement, the Holder contributed its Class
D Common Units to Charter Communications, Inc., a Delaware corporation
incorporated on July
 22, 1999 ("PublicCo"), in exchange for shares of PublicCo's
Class A Common Stock.

        C. Under Section 3.6.6 of the Amended and Restated Limited Liability
Company Agreement of Charter LLC, dated as of November 12, 1999 (the "LLC
Agreement"), Charter LLC may issue to PublicCo, as transferee of the Holder with
respect to the Class D Common Units assigned to PublicCo by the Holder pursuant
to the Exchange Agreement, additional Common Units. Pursuant to the Exchange
Agreement, PublicCo or its successor will issue additional shares of Class A
Common Stock or other securities to the Holder if Charter LLC issues additional
Common Units to PublicCo in accordance with Section 3.6.6 of the LLC Agreement.

        D. As an inducement for FHGLP to enter into the Purchase and
Contribution Agreement, Charter agreed that Allen would 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:

        "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.