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ATTACHMENT A -Ir <br />PUT AGREEMENT <br />This Put Agreement ("Agreement") is made as of the _ day of_, by and between <br />Paul G. Allen, an individual ("Allen"), and (the "Holder), with reference to the <br />following facts: <br />A Charter Communications, Inc. ("Charter) is a parry to that certain Purchase and <br />Contribution Agreement (the "Purchase and Contribution Agreement ), dated May _, 1999, <br />pursuant to which Charter and its affiliates have acquired all of the outstanding equity of Falcon <br />Communications, L.P., and certain of its affiliated entities. Alin is the controlling stockholder <br />of Charter and expects to derive benefit from the transactions contemplated by the Purchase and <br />Contribution Agreement. <br />H Under the Purchase and Contribution Agreement, Falcon Holding Group, L.P. <br />acquired units of limited liability company interests in ("Charter LLC'), which are <br />exchangeable for shares of common stock of ('PublicCo'). <br />C. [Falcon Holding Group, L.P. has distributed of such units to the <br />Holder.] [Falcon Holding Group, L.P. has exchanged of such units for <br />shares of common stock of PublicCo and has distributed such shares to the Holder.] <br />D. As an inducement for Falcon Holding Group, L.P. to enter into the Purchase and <br />Contribution Agreement, Charter agreed that Allen would grant the Holder the Put Option <br />provided for herein. <br />NOW, THEREFORE, in consideration of the respective covenants and agreements of the <br />parties and for other good and valuable consideration (the receipt and sufficiency of which arc <br />hereby acknowledged by each party), the parties hereby agree w follows: <br />1. Definitions. As used in this Agreement, the following terms have the following <br />meanings: <br />"Closing Price"means, with respect to a share of PublicCo common nock. (i) the last <br />reported sales price, regular way, as reported on the principal national securities exchange on <br />which shares of PublicCo common stock are listed or admitted for trading or (ii) if shares of <br />PublicCo common stock are not listed or admitted for trading on any national securities <br />exchange, the last reported sales price, regular way, as reported on the Nasdaq National Market <br />or, if shares of PublicCo common stock are not listed on the Nasdaq National Market, the <br />average of the highest bid and lowest asked prices as reported on the Nasdaq Stock Market. <br />Interests" means all limited liability company interests in Charter LLC or shares of <br />common stock of PublicCo distributed to the Holder by Falcon Holding Group, L.P., if limited <br />t To be entered into individually by each partner of Falcon Holding Group, L.P. that is <br />not named in the first paragraph of Attachment A-2. <br />DCueoutumsa.s <br />