EXHIBIT 25.1
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
BNY MIDWEST TRUST COMPANY
(formerly known as CTC Illinois Trust Company)
(Exact name of trustee as specified in its charter)
Illinois 36-3800435
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
2 N. LaSalle Street
Suite 1020
Chicago, Illinois 60602
(Address of principal executive offices) (Zip code)
CHARTER COMMUNICATIONS HOLDINGS, LLC
(Exact name of obligor as specified in its charter)
Delaware 43-1843179
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Charter Plaza
12405 Powerscourt Drive
St. Louis, Missouri 63131
(Address of principal executive offices) (Zip code)
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 43-1843177
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Charter Plaza
12405 Powerscourt Drive
St. Louis, Missouri 63131
(Address of principal executive offices) (Zip code)
9.625% Senior Notes due 2009
10.000% Senior Notes due 2011
12.125% Discount Senior Notes due 2012
(Title of the indenture securities)
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1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
Name Address
Office of Banks & Trust Companies of the State 500 E. Monroe Street
of Illinois Springfield, Illinois 62701-1532
Federal Reserve Bank of Chicago 230 S. LaSalle Street
Chicago, Illinois 60603
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
1. A copy of Articles of Incorporation of BNY Midwest Trust
Company (formerly CTC Illinois Trust Company, formerly
Continental Trust Company) as now in effect. (Exhibit 1 to
Form T-1 filed with the Registration Statement No. 333-47688.)
2,3. A copy of the Certificate of Authority of the Trustee as now
in effect, which contains the authority to commence business
and a grant of powers to exercise corporate trust powers.
(Exhibit 2 to Form T-1 filed with the Registration Statement
No. 333-47688.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with the Registration Statement No. 333-47688.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with the Registration
Statement No. 333-47688.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust
Company, a corporation organized and existing under the laws of the State of
Illinois, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
Chicago, and State of Illinois, on the 24th day of April, 2002.
BNY Midwest Trust Company
By: /S/ D. DONOVAN
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Name: D. DONOVAN
Title: ASSISTANT VICE PRESIDENT
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OFFICE OF BANKS AND REAL ESTATE
BUREAU OF BANKS AND TRUST COMPANIES
CONSOLIDATED REPORT OF CONDITION
OF
BNY MIDWEST TRUST COMPANY
209 WEST JACKSON BOULEVARD
SUITE 700
CHICAGO, ILLINOIS 60606
Including the institution's domestic and foreign subsidiaries completed as of
the close of business on December 31, 2001, submitted in response to the call of
the Office of Banks and Real Estate of the State of Illinois.
ASSETS THOUSANDS OF DOLLARS
ARTICLE Cash and Due from Depository Institutions...................... 11,694
ARTICLE U.S. Treasury Securities....................................... - 0 -
ARTICLE Obligations of States and Political Subdivisions............... - 0 -
ARTICLE Other Bonds, Notes and Debentures.............................. - 0 -
ARTICLE Corporate Stock................................................ - 0 -
ARTICLE Trust Company Premises, Furniture, Fixtures and Other
Assets Representing Trust Company Premises .................... 363
ARTICLE Leases and Lease Financing Receivables ........................ - 0 -
ARTICLE Accounts Receivable ........................................... 4,004
ARTICLE Other Assets...................................................
(Itemize amounts greater than 15% of Line 9)
Intangible Asset - Goodwill ..............86,813
86,882
ARTICLE TOTAL ASSETS............................................ 102,943
OFFICE OF BANKS AND REAL ESTATE
BUREAU OF BANKS AND TRUST COMPANIES
CONSOLIDATED REPORT OF CONDITION
OF
BNY MIDWEST TRUST COMPANY
209 WEST JACKSON BOULEVARD
SUITE 700
CHICAGO, ILLINOIS 60606
LIABILITIES THOUSANDS OF DOLLARS
ARTICLE Accounts Payable............................................... - 0 -
ARTICLE Taxes Payable.................................................. - 0 -
ARTICLE Other Liabilities for Borrowed Money........................... 25,425
ARTICLE Other Liabilities..............................................
(Itemize amounts greater than 15% of Line 14)
Reserve for Taxes..........................3,128
Taxes due to Parent Company................1,923
Accrued Expenses...........................1,058
6,156
ARTICLE TOTAL LIABILITIES 31,581
EQUITY CAPITAL
ARTICLE Preferred Stock................................................ - 0 -
ARTICLE Common Stock................................................... 2,000
ARTICLE Surplus........................................................ 62,130
ARTICLE Reserve for Operating Expenses................................. - 0 -
ARTICLE Retained Earnings (Loss)....................................... 7,232
ARTICLE TOTAL EQUITY CAPITAL........................................... 71,362
ARTICLE TOTAL LIABILITIES AND EQUITY CAPITAL........................... 102,943
I, Robert L. De Paola, Vice President
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(Name and Title of Officer Authorized to Sign Report)
of BNY Midwest Trust Company certify that the information contained in this
statement is accurate to the best of my knowledge and belief. I understand that
submission of false information with the intention to deceive the Commissioner
or his Administrative officers is a felony.
Robert L. DePaola
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(Signature of Officer Authorized to Sign Report)
Sworn to and subscribed before me is 13th day of February , 2002.
My Commission expires May 15, 2003.
Joseph A. Giacobino, Notary Public
(Notary Seal)
Person to whom Supervisory Staff should direct questions concerning this report.
Christine Anderson (212) 503-4204
Name Telephone Number (Extension)