EX-25.1 2 a2165564zex-25_1.htm EX-25.1
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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota		   55402
(Address of principal executive offices)   (Zip Code)

Richard Prokosch
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3918
(Name, address and telephone number of agent for service)

Frontier Airlines, Inc.
(Issuer with respect to the Securities)

Colorado   84-1256945
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

 
 
 
7001 Tower Road Denver, CO   80249
(Address of Principal Executive Offices)   (Zip Code)

Convertible Debentures due 12/15/2025
(Title of the Indenture Securities)

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 June 30, 2005 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
*
Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4 filed by Revlon Consumer Products Corp., Registration Number 333-128217.

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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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 30th of November, 2005.


 
 
 
 
By:
 
/s/  RICHARD PROKOSCH      
Richard Prokosch
Vice President

By:
 
/s/  RAYMOND HAVERSTOCK      
Raymond Haverstock
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: November 30, 2005


 
 
 
 
By:
 
/s/  RICHARD PROKOSCH      
Richard Prokosch
Vice President

By:
 
/s/  RAYMOND HAVERSTOCK      
Raymond Haverstock
Vice President
 
 
 
 

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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2005

($000's)

 
   6/30/2005
Assets      
  Cash and Due From Depository Institutions   $ 6,450,815
  Federal Reserve Stock     0
  Securities     42,078,340
  Federal Funds     3,154,120
  Loans & Lease Financing Receivables     129,709,823
  Fixed Assets     2,193,705
  Intangible Assets     10,387,232
  Other Assets     9,503,538
   
    Total Assets   $ 203,477,573
Liabilities      
  Deposits   $ 128,180,426
  Fed Funds     16,063,915
  Treasury Demand Notes     0
  Trading Liabilities     153,065
  Other Borrowed Money     25,358,095
  Acceptances     94,841
  Subordinated Notes and Debentures     6,808,639
  Other Liabilities     6,051,172
   
    Total Liabilities   $ 182,710,153
Equity      
  Minority Interest in Subsidiaries   $ 1,024,947
  Common and Preferred Stock     18,200
  Surplus     11,804,040
  Undivided Profits     7,920,233
   
    Total Equity Capital   $ 20,767,420
Total Liabilities and Equity Capital   $ 203,477,573

        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
 
 

By:
 
/s/  RICHARD PROKOSCH      
Vice President
 
 

Date: November 30, 2005

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