Exhibit 4.2
FIRST AMENDMENT TO LIQUIDATION
TRUST AGREEMENT
This First Amendment to Liquidation
Trust Agreement and Term Sheet for Trustee Services (this
“Amendment”) is entered into as of November 1,
2005 by and between the Oversight Committee, as that term is
defined in the Trust Agreement (defined below), K. Morgan
Enterprises, Inc., in its capacity as trustee (the
“Trustee”) of the Trust for Certain Creditors of
Consolidated Freightways Corporation and Certain Affiliates (the
“CFC Trust”) and Kerry K. Morgan.
1. Recitals
A. The CFC Trust was created
pursuant to that certain Liquidation Trust Agreement, entered into
as of December 8, 2004 (the “Trust Agreement”), by
and among Consolidated Freightways Corporation of Delaware,
Consolidated Freightways Corporation, Redwood Systems, Inc., Leland
James Service Corporation, CF Airfreight Corporation and CF
MovesU.Com Incorporated (collectively, the “Debtors”),
the Official Committee of Creditors Holding Unsecured Claims, in
its Capacity as Representative of the Holders of Allowed Class 4
Claims Against the Debtors, the Oversight Committee, the Trustee
and Kerry K. Morgan. Creation of the CFC Trust was required under
the Debtors’ Consolidated Plan of Liquidation Dated
July 1, 2004 (As Amended Through the Petition Date) (the
“Plan”) which was confirmed by the Bankruptcy Court (as
defined in the Plan) on November 22, 2004.
B. The Trustee was appointed trustee
for the CF Trust on the terms set forth in the Trust Agreement and
the Term Sheet for Trustee Services (the “Term Sheet”),
which was attached to Exhibit “A” to the Trust
Agreement. Section 3.i of the Trust Agreement provides that
the initial term of the Trustee’s employment as trustee shall
be the period beginning on the Effective Date, as that term is
defined in the Trust Agreement, and continuing until the last day
of the twelfth calendar month beginning on or after the Effective
Date. Thereafter, the Oversight Committee has the option to
(a) extend the initial term for three (3) calendar month
renewal periods and (b) employ the Trustee for an Hourly Term
as set forth in the Term Sheet.
C. Section 1.2 of the Term
Sheet provides as follows:
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1.2
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Extension of
Term . The Committee may,
by written notice to Trustee (an “Extension Notice”)
not later than the date specified in this Section, elect to extend
the Initial Term into one or more (but not more than three) Renewal
Terms and/or an Hourly Term. An Extension Notice to extend the
Initial Term into the First Renewal Term must be given not later
than the last day of the tenth calendar
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1
month of the Initial Term. An
Extension Notice to extend the Term into a Second Renewal Term or a
Third Renewal Term must be given to Trustee not later than the end
of the second calendar month of the First Renewal Term or the
Second Renewal Term, as applicable. If no Extension Notice is given
by the date specified in this Section during the Initial Term,
unless the Committee exercises its option under Section 3
hereof to retain Trustee under an Hourly Term, the Term will
automatically terminate as of the last day of the Initial Term. If
a Renewal Term is commenced by reason of an Extension Notice
pursuant to this Section, and if no additional Extension Notice is
given by the date specified in this Section during such Renewal
Term, unless the Committee exercises its option under
Section 3 hereof to retain Trustee under an Hourly Term, the
Term will automatically terminate as of the last day of the
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