Exhibit 10.3
FORM OF AMENDMENT TO BOARD COMPENSATION AGREEMENT
This Amendment to Board Compensation Agreement (the "Amendment") is made
and entered into by and between the BFA Liquidating Trustee on behalf of the BFA
Liquidation Trust (the "Trust") and _________(the "Board Member"), as of the
date set forth below and retroactive to the date of the original Board
Compensation Agreement (the "Agreement") that this Amendment amends. Unless
otherwise indicated, all undefined terms herein shall have the meaning set forth
in the Agreement.
RECITALS
A. On November 9, 1999, Baptist Foundation of Arizona and certain of its
subsidiaries (the "Debtors") filed voluntary petitions for relief under Chapter
11 of Title 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in
the United States Bankruptcy Court for the District of Arizona (the "Bankruptcy
Court"), which cases are jointly administered under Case No. 99-13275-PHX-GBN
(the "Chapter 11 Cases").
B. On September 25, 2000, the Debtors and the standing committees filed the
Joint Plan Liquidating Plan of Reorganization (the "Plan") with the Bankruptcy
Court. The Plan provides for the creation of the Trust which will (i) receive
from the Debtors and Non-Debtor Affiliates all of their respective Assets
transferred pursuant to the Plan, (ii) hold the Assets of the Debtors and
Non-Debtor Affiliates (except as may otherwise be provided under the Plan) in
trust for the benefit of all Beneficiaries and (iii) oversee and direct the
liquidation of the Trust Assets held by it and by the Platform Subsidiaries for
the benefit of the Beneficiaries pursuant to the terms of the Plan and that
certain Liquidating Trust Agreement, dated as of the Effective Date (the "Trust
Agreement") by and among the Debtors, the Non-Debtor Affiliates, the members of
the Liquidating Trust Board and the Liquidating Trustee. Unless otherwise
expressly defined herein, all capitalized terms in this paragraph shall have the
meanings ascribed thereto in the Trust Agreement.
C. The primary purpose of the Trust is to (i) oversee and direct the
liquidation of the Trust Assets for the benefit of the Beneficiaries in
accordance with Treasury Regulation Section 301.7701-4(d) and (ii) to distribute
any proceeds of the Trust Assets received by the Trust to the Beneficiaries.
D. By Order entered on December 19, 2000, the Bankruptcy Court approved the
Agreement for compensation of __________in his capacity as a member of the
Liquidating Trust Board of the Trust. The Agreement was executed by all parties
and became effective on the Effective Date of the Plan.
E. On December 28, 2001, the Bankruptcy Court entered its Order Approving
Amended Ex-Parte Application for Order Approving Modification of Board
Compensation Agreements (the "Order"). The Order authorized the Trust and the
Board Member to modify the Agreement to allow for the additional and/or altered
terms and provisions set forth herein.
AMENDMENTS
Section 2.1 of the Agreement is hereby amended by the following addition
subsection:
(iv) The foregoing notwithstanding, the compensation to be paid to the
Board Member for calendar year 2001, shall include payments for the
fourteen-month period from November, 2000 to December, 2001, inclusive,
resulting in payments being made to the Board Member for the months of
November and December, 2001, pursuant to the terms of the Agreement, with
such compensation deemed to be paid in calendar year 2001.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first written below.
Dated: January ___, 2002 BFA LIQUIDATION TRUST
By:
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Xxxxxxx X. Xxxxxx, Xx.
Liquidating Trustee for the
BFA Liquidating Trust
Dated: January ___, 2002 BOARD MEMBER
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