EXHIBIT 10.29(a)
AGREEMENT OF
ASSIGNMENT OF LIFE INSURANCE DEATH BENEFIT
AS COLLATERAL
(Execute in duplicate)
A. For value received, the undersigned hereby assigns, transfers and
sets over to Atlantic Coast Airlines, Inc., its successors or assigns, (herein
called the "Assignee") the death benefit under Policy No. _______________,
issued by the Minnesota Mutual Life Insurance Company (hereinafter called the
"Insurer") and any supplementary contracts issued in connection therewith
(said policy and contracts being herein called the "Policy"); upon the life of
__________________ (the "Owner") subject to all the terms and conditions of
the Policy and to all superior liens, if any, which the Insurer may have
against the Policy. The Owner agrees and the Assignee by the acceptance of
this assignment agrees to the conditions and provisions herein set forth.
B. It is understood and agreed that the Assignee shall have the sole
right to collect from the Insurer a portion of the net proceeds of the Policy,
when it becomes a claim by death, equal to the total amount of the then
existing Liabilities, and that all other rights under the Policy, including,
by way of illustration and not limitation, the right to surrender the Policy,
the right to make Policy loans, the right to designate and change the
beneficiary, and the right to elect and to receive dividends are reserved
exclusively to the Owner of the Policy and are excluded from this assignment
and do not pass by virtue hereof and may be exercised by the Owner on the sole
signature of the owner. Nothing herein shall affect funds, if any, now or
hereafter held by the Insurer for the purpose of paying premiums under the
Policy.
C. The Assignee covenants and agrees with the undersigned as follows:
1. That any balance of sums payable by the Insurer upon the
death of the undersigned under the Policy remaining after payment of the then
existing Liabilities, matured or unmatured, shall be paid by the Insurer to
the persons entitled thereto under the terms of the Policy had this assignment
not been executed;
2. That the Assignee, not having any right to obtain policy
loans from the Insurer, will not take any steps to borrow against the Policy,
except that the Owner of the Policy MAY direct the Insurer to pay the proceeds
of any Policy loan to the Assignee, in which event the Assignee shall reduce
the amount of existing Liabilities by the amount of such Policy loan and
interest accrued to the date such Policy loans are repaid by the Assignee.
3. That the Assignee will upon request forward without
unreasonable delay to the Insurer the Policy for endorsement of any
designation or change of beneficiary or any election of an optional mode of
settlement; provided, however, that any such designation, change or election
shall be made subject to this assignment and to the rights of the Assignee
hereunder.
4. That, upon surrender of the Policy or any portion thereof or
upon the surrender of any or all of the paid-up additions standing to the
credit of the Policy, if any, by the Owner at any time before any death
benefit is payable under the Policy, the Assignee shall have the sole right to
collect such surrender proceeds of the Policy or any such surrender value of
such paid-up additions.
D. This assignment of a portion of the life insurance death benefit
under the Policy is made as collateral security for all liabilities of the
Owner, or any of them, to the Assignee, either now existing or that may
hereafter arise with respect to premiums advanced for or paid on the Policy by
the Assignee (all of which liabilities secured or to become secured are herein
called "Liabilities").
E. The Insurer is hereby authorized to recognize the Assignee's claim
hereunder without investigating the validity or the amount of the Liabilities,
or the application to be made by the Assignee of any amount to be paid to the
Assignee. The sole receipt of the Assignee for any sum received shall be a
full disclosure and release therefore to the Insurer. A check for all or any
part of the insurance death benefit payable under the Policy and assigned
herein shall be drawn to the exclusive order of the Assignee in such amount as
may be requested by the Assignee.
F. Except as otherwise provided in the Split Dollar Agreement
effective as of the
1st day of July, 1996 by and between the Assignee and the Owner, the Assignee
shall be under no obligation to pay any premium on the Policy. The principal
of or interest on any loans or advances on the Policy, or any other charges on
the Policy shall be an obligation of the Owner, and not an obligation of the
Assignee, except as otherwise specifically provided herein under Paragraph
C.2.
G. The Assignee may take or release other security, may release any
party primarily or secondarily liable for any of the Liabilities, may grant
extensions, renewals or indulgences with respect to the Liabilities, or may
apply to the Liabilities in such order as the Assignee shall determine, the
insurance death benefit payable under the Policy hereby assigned without
resorting or regard to other security.
H. In the event of any conflict between the provisions of this
assignment and provisions of the note or other evidence of any Liability, with
respect to the Policy or rights of collateral security therein, the provisions
of this assignment shall prevail.
I. The undersigned declares no proceedings in bankruptcy are pending
against him and that his property is not subject to any assignment for the
benefit of creditors.
Signed and sealed this day of
, 19 .
Witness Owner
Address
ACCEPTANCE OF ASSIGNMENT
Date
ATTEST ATLANTIC COAST AIRLINES, INC.
BY: BY:
Signature and Title Signature and
Title
D-3
DOCS_NY #15119 v7 /BNZ07!.DOC
