EXHIBIT 25
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
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)
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U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
180 East Fifth Street
St. Paul, Minnesota 55101
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(Address of principal executive offices) (Zip Code)
DONALD E. SMITH
U.S. Bank National Association
One Federal Street
Boston, MA 02110
(617) 603-6561
(Name, address and telephone number of agent for service)
MESA AIR GROUP, INC.
(Issuer with respect to the Securities)
NEVADA 85-0302351
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(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
410 NORTH 44TH ST.-SUITE 400, PHOENIX, AZ 85008
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(Address of Principal Executive Offices) (Zip Code)
SENIOR CONVERTIBLE NOTES DUE 2024
(TITLE OF THE INDENTURE SECURITIES)
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FORM T-1
ITEM 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.
Comptroller of the Currency
Washington, D.C.
b) Whether it is authorized to exercise corporate trust powers.
Yes
ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
Trustee, describe each such affiliation.
None
ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's
knowledge, the obligor is not in default under any Indenture for
which the Trustee acts as Trustee.
ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of
this statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee.*
2. A copy of the certificate of authority of the Trustee to
commence business.*
3. A copy of the certificate of authority of the Trustee to
exercise corporate trust powers.*
4. A copy of the existing bylaws of the Trustee.*
5. A copy of each Indenture referred to in Item 4. Not
applicable.
6. The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939, attached as Exhibit 6.
7. Report of Condition of the Trustee as of DECEMBER 31, 2003,
published pursuant to law or the requirements of its
supervising or examining authority, Attached as Exhibit 7.
8. A copy of any order pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified
or to be qualified under the Act: Not applicable.
* Incorporated by reference to Registration Number 333-67188 dated
November 16, 2001.
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NOTE
The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Boston,
Commonwealth of Massachusetts on the 31ST DAY OF MARCH 2004.
U.S. BANK NATIONAL ASSOCIATION
By: /s/DONALD E. SMITH
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DONALD E. SMITH
VICE PRESIDENT
By: /s/ SUSAN FREEDMAN
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SUSAN FREEDMAN
VICE PRESIDENT
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EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
DATED: MARCH 31, 2004
U.S. BANK NATIONAL ASSOCIATION
By: /s/ DONALD E. SMITH
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DONALD E. SMITH
VICE PRESIDENT
By: /s/ SUSAN FREEDMAN
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SUSAN FREEDMAN
VICE PRESIDENT
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EXHIBIT 7
U.S. BANK NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF 12/31/2003
($000'S)
12/31/2003
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ASSETS
Cash and Due From Depository Institutions $ 8,631,361
Federal Reserve Stock 0
Securities 42,963,396
Federal Funds 2,585,353
Loans & Lease Financing Receivables 114,727,656
Fixed Assets 1,840,487
Intangible Assets 9,545,158
Other Assets 8,865,639
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TOTAL ASSETS $189,159,050
LIABILITIES
Deposits $128,249,183
Fed Funds 8,683,536
Treasury Demand Notes 0
Trading Liabilities 213,447
Other Borrowed Money 21,664,023
Acceptances 123,996
Subordinated Notes and Debentures 5,953,524
Other Liabilities 5,173,011
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TOTAL LIABILITIES $170,060,720
EQUITY
Minority Interest in Subsidiaries $ 1,002,595
Common and Preferred Stock 18,200
Surplus 11,677,397
Undivided Profits 6,400,138
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TOTAL EQUITY CAPITAL $ 19,098,330
TOTAL LIABILITIES AND EQUITY CAPITAL $189,159,050
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To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.
U.S. BANK NATIONAL ASSOCIATION
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