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Exhibit 10.24
WARRANTY ASSIGNMENT AGREEMENT AND CONSENT (N281SK)
THIS WARRANTY ASSIGNMENT AGREEMENT AND CONSENT (N281SK) (this "Assignment")
is dated as of the 23rd day of February, 2001, and is among SOLITAIR CORP., a
Delaware corporation ("Seller"), as assignor, FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Owner Trustee under a
Trust Agreement dated as of February 23, 2001 between such Owner Trustee and
General Electric Capital Corporation (the "Buyer Trust Agreement") (such Owner
Trustee hereinafter referred to as "Buyer"), as assignee, CHAUTAUQUA AIRLINES,
INC., a New York corporation, as operator under a Lease Agreement ("Operator"),
and ROLLS-ROYCE CORPORATION ("Rolls-Royce"), as consenting party.
W I T N E S S E T H:
WHEREAS, Seller, Operator, and Rolls-Royce have entered into that certain
Rolls-Royce AE3007A Series Engine Warranty Agreement ("Warranty Agreement")
dated as of April 30, 1999 pursuant to which Rolls-Royce granted to Seller and
Operator certain Warranties as defined therein for the Engines and Supplies; and
WHEREAS, Seller owns an Embraer model EMB-145LR aircraft, Embraer's serial
number 145391, United States Registration Number N281SK (the "Aircraft") with
two (2) installed Allison AE3007A1P engines (serial numbers CAE311697 and
CAE311698), manufactured by Allison Engine Company, Inc., a subsidiary of
Rolls-Royce, including Supplies as defined in the Warranty Agreement (the
"Engines"); and
WHEREAS, pursuant to that certain Aircraft Purchase Agreement (N281SK) (the
"New Purchase Agreement") dated as of February 23, 2001 between Seller and
Buyer, Seller has agreed to sell, and Buyer has agreed to buy, the Aircraft with
the installed Engines; and
WHEREAS, the sale of the Aircraft to Buyer pursuant to the New Purchase
Agreement is conditioned upon Seller assigning to Buyer (as consented to by
Rolls-Royce) all of the assignable warranties granted by Rolls-Royce to Seller
pursuant to the Warranty Agreement with respect to the Engines; and
Rolls-Royce Warranty Assignment
And Consent (N281SK)
1
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WHEREAS, in accordance with the Warranty Agreement, Rolls-Royce must
consent to any assignment of the Warranties; and
WHEREAS, pursuant to that certain Lease Agreement [N281SK] dated as of
February 23, 2001 ("Lease Agreement", capitalized terms not defined herein being
assigned the meanings given therein) between Buyer and Operator, Buyer shall
lease the Aircraft and assign the Assigned Warranties (as that term is defined
herein) to Operator subject to conditions; and
WHEREAS, Seller and Buyer wish to accomplish such assignments pursuant to
the terms and conditions of this Assignment, and Rolls-Royce wishes to consent
to such assignments.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and in the New Purchase Agreement and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Buyer hereby agree (and Rolls-Royce hereby consents) as follows:
1. Seller hereby assigns and transfers to Buyer and Buyer hereby accepts such
assignments and transfer of, the Warranties and indemnitees under the Warranty
Agreement to the extent that they relate to the Engines described above.
2. Rolls-Royce hereby consents to the assignment of the Warranties by Seller
to Buyer under and pursuant to the terms and conditions of this Agreement and
further consents to the assignment of the Warranties by Buyer to Operator.
Notwithstanding anything in this Assignment to the contrary, so long Operator's
right to possess and use the Aircraft under the Lease Agreement has not been
terminated, Operator may, to the exclusion of Buyer, exercise in Operator's name
the right to obtain any recovery or benefit resulting from the enforcement of
any of the Warranties under the Warranty Agreement in respect of the Engines and
may exercise all other rights and powers of the Buyer with respect to the
Warranties, and may without the consent of Buyer, enter into amendments or
modifications thereof or terminate some or all of the Warranties and replace
them with power by the hour agreements (which agreements will not be assigned to
the Buyer). Rolls-Royce shall not be deemed to have knowledge of, and need not
recognize the occurrence or discontinuance of, any termination of the Lease
Agreement, unless and until Rolls-Royce has received written notice thereof from
Buyer (including by telex or telecopy) addressed to Rolls-Royce Corporation at
2001 South Tibbs Avenue S30, Indianapolis, Indiana 46241, Attention: Vice
President Commercial, and, in acting in accordance with the terms and conditions
of the Warranty Agreement and this Assignment, Rolls-Royce may act with
acquittance and conclusively rely upon any such notice. If Rolls-Royce so
receives notice from Buyer that Operator's right to possess and use the Aircraft
under the Lease Agreement has been terminated, Rolls-Royce will perform all the
duties and obligations under the Warranty
Rolls-Royce Warranty Assignment
And Consent (N281SK)
2
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Agreement with respect to the Warranties for the benefit of Buyer and will
make any and all payments that it thereafter is required to make in respect of
the Warranties directly to Buyer at the account or location as Buyer from time
to time notifies Rolls-Royce in writing.
3. Anything herein contained to the contrary notwithstanding:
(a) Except with respect to the Engines specifically assigned hereunder,
Buyer shall have no obligation or liability under the Warranty Agreement by
reason of, or arising out of, this Assignment, or be obligated to perform any of
Seller's duties or obligations under the Warranty Agreement, to make any
payment, to present or file any claim, or to take any other action to collect or
enforce any claim for any payment assigned hereunder;
(b) Buyer confirms, for Rolls-Royce's benefit, that in exercising any
rights under the Warranty Agreement or in making any claim with respect to the
Engines or other goods and services delivered or to be delivered pursuant to the
Warranty Agreement, the terms and conditions of the Warranty Agreement shall
apply to and bind Buyer (and any assignee of Buyer) to the same extent as
Seller; and
(c) Except as expressly stated herein, nothing contained herein shall
subject Rolls-Royce or Seller to any liability to which it, as the case may be,
would not otherwise be subject under the Warranty Agreement or modify in any
respect the rights of Rolls-Royce or Seller thereunder.
(d) Rolls-Royce shall have no obligation or liability to Seller with
respect to the Engines specifically assigned hereunder after the date of closing
and the transfer of title.
5. This Assignment (and the acknowledgement and consent to be signed by
Rolls-Royce) may be executed in separate counterparts, each of which when so
executed and delivered shall be an original and all such counterparts shall
together constitute one and the same instrument.
6. This Assignment shall be governed by and construed in accordance with the
laws of the State of New York without reference to any choice of law rules
thereof that would result in a choice of law other than that of New York.
7. First Security Bank, National Association is entering into this Assignment
solely as Owner Trustee under the Trust Agreement and not in its individual
capacity and neither First Security Bank, National Association nor any entity
acting as successor Owner Trustee or additional Owner Trustee under the Trust
Agreement shall be personally liable for, or for any loss in respect of, any of
the statements, representations, warranties, agreements or obligations stated to
be those of the Buyer hereunder, as to which all interested parties shall look
solely to
Rolls-Royce Warranty Assignment
And Consent (N281SK)
3
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the Trust Estate, except to the extent expressly provided otherwise in
the other Operative Agreements, PROVIDED HOWEVER, that nothing in this paragraph
7 shall be construed to limit in scope or substance the liability of First
Security Bank, National Association or any entity acting as successor Owner
Trustee or additional Owner Trustee under the Trust Agreement in its individual
capacity for the consequences of its own willful misconduct or gross negligence
or (in receiving, handling or remitting funds) its simple negligence, or the
inaccuracy or breach of its representations, warranties or covenants made in
such capacity in any other Operative Agreements.
[SIGNATURE PAGE FOLLOWS]
Rolls-Royce Warranty Assignment
And Consent (N281SK)
4
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IN WITNESS WHEREOF, the parties hereto have caused this Warranty Assignment
Agreement and Consent (N281SK) to be duly executed as of the date and year first
above written.
SOLITAIR CORP., A DELAWARE CORPORATION
BY: /s/ Doug Lambert
------------------------------------------------
NAME: Doug Lambert
-----------------------------------------------
TITLE: Vice President
---------------------------------------------
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS OWNER TRUSTEE UNDER THE BUYER
TRUST AGREEMENT
By: /s/ Greg A. Hawley
------------------------------------------------
Name: Greg A. Hawley
-----------------------------------------------
Title: Vice President
---------------------------------------------
CHAUTAUQUA AIRLINES, INC., A NEW YORK
CORPORATION
By: /s/ Robert H. Cooper
------------------------------------------------
Name: Robert H. Cooper
-----------------------------------------------
Title: Vice President
---------------------------------------------
CONSENTED TO BY ROLLS-ROYCE CORPORATION
By:
------------------------------------------------
Name: Peter Turner
-----------------------------------------------
Title: Authorized Officer
---------------------------------------------
Rolls-Royce Warranty Assignment
And Consent (N281SK)
5
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1079291
6
Rolls-Royce Warranty Assignment
And Consent (N281SK)
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NOTE TO EXHIBIT 10.24
The 15 additional Warranty Assignment Agreements are substantially identical
in all material respects to the filed Warranty Assignment Agreement except as
follows:
<Table>
<Caption>
- ------------------------------------- ----------------------------------- -----------------------------------
TAIL NUMBER CLOSING DATE OWNER-PARTICIPANT
- ------------------------------------- ----------------------------------- -----------------------------------
N265SK June, 2000 General Electric Capital Corporation
- ------------------------------------- ----------------------------------- -----------------------------------
N267SK June, 2000 General Electric Capital Corporation
- ------------------------------------- ----------------------------------- -----------------------------------
N268SK June, 2000 General Electric Capital Corporation
- ------------------------------------- ----------------------------------- -----------------------------------
N269SK August, 2000 General Electric Capital Corporation
- ------------------------------------- ----------------------------------- -----------------------------------
N270SK August, 2000 General Electric Capital Corporation
- ------------------------------------- ----------------------------------- -----------------------------------
N271SK September, 2000 General Electric Capital Corporation
- ------------------------------------- ----------------------------------- -----------------------------------
N272SK September, 2000 General Electric Capital Corporation
- ------------------------------------- ----------------------------------- -----------------------------------
N273SK November, 2000 Aircraft Services Corp.
- ------------------------------------- ----------------------------------- -----------------------------------
N274SK December, 2000 Aircraft Services Corp.
- ------------------------------------- ----------------------------------- -----------------------------------
N275SK December, 2000 Aircraft Services Corp.
- ------------------------------------- ----------------------------------- -----------------------------------
N276SK December, 2000 Aircraft Services Corp.
- ------------------------------------- ----------------------------------- -----------------------------------
N277SK December, 2000 Aircraft Services Corp.
- ------------------------------------- ----------------------------------- -----------------------------------
N278SK February, 2001 Aircraft Services Corp.
- ------------------------------------- ----------------------------------- -----------------------------------
N279SK January, 2001 Aircraft Services Corp.
- ------------------------------------- ----------------------------------- -----------------------------------
N280SK February, 2001 Aircraft Services Corp.
- ------------------------------------- ----------------------------------- -----------------------------------
- ------------------------------------- ----------------------------------- -----------------------------------
- ------------------------------------- ----------------------------------- -----------------------------------
</Table>