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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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removal of the Trustee and the satisfaction and discharge of this Indenture.

                 To secure the Issuers' payment obligations in this Section,
the Trustee shall have a Lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes.  Such Lien shall survive the resignation or
removal of the Trustee and the satisfaction and discharge of this Indenture.

                 When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(g) or (h) occurs, the expenses and
the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

                 The Trustee shall comply with the provisions of TIA ss.
313(b)(2) to the extent applicable.

Section 7.08. Replacement of Trustee.

                 A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                 The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Issuers. The
Holders of a majority in aggregate principal amount at maturity of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the
Issuers in writing. The Issuers may remove the Trustee if:

                 (a) the Trustee fails to comply with Section 7.10;

                 (b) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law;

                 (c) a custodian or public officer takes charge of the Trustee
or its property; or

                 (d) the Trustee becomes incapable of acting.

                 If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Issuers shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office,
the Holders of a majority in aggregate principal amount at maturity of the then
outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Issuers.