EX-10.1





 Exhibit 10.1 

Walker Truesdell Roth & Associates 

April 16, 2020 
 Mr. Ricardo Rodriguez 

SMTA Liquidating Trust 
 2727 North Harwood Street 

Suite 300 
 Dallas, TX 75201 

Dear Ricardo: 
 It was a pleasure to meet with you and the
Trustees of SMTA Liquidating Trust (“the Company”) during our Zoom meeting Tuesday. 
 Walker, Truesdell, Roth & Associates, Inc.
(“WTR”) will assist the Company in the liquidation of its assets and by performing services as its manager under the overall direction and supervision of the Trustees. 

Our scope of services include: 
  

	 	1.	 Status update and transition: 



 

	 	a.	 obtain the books and records including bank statements of the Company and transition the maintenance of those
books and records to WTR; 


  

	 	b.	 obtain a detailed schedule of outstanding invoices, expenses, rent schedules, accounts payable, settlement
agreements, and other documents to enable WTR to transition the responsibility of those duties 


  

	 	c.	 obtain copies of contracts, letters of intent, leases, insurance policies 



 

	 	d.	 obtain a detailed and complete list, including contact information of current third-party vendors and copies of
their contracts (including third party vendors terminated in the past 60 days) 


  

	 	e.	 obtain a contact list of all third-party professionals that have worked with the Company in the past year and
make introductions to them 


  

	 	f.	 obtain copies of prior tax returns for the REIT and its subsidiaries and current tax returns when they are
prepared 


  

	 	g.	 reach out to third party service providers to get status reports of tasks they are responsible for



  

	 	h.	 obtain access to data room and make introductions to CBRE 



 

	 	2.	 Assume the accounting and bookkeeping of the Company once books and records are transitioned



  

  
 P.O. Box 107 East
Hampton, NY 11937 (212) 687-1811 














 Walker Truesdell Roth & Associates 

 


	 	3.	 Track income (rents) and expenses including all property level expenses to ensure that invoices are paid, and
ensure that the properties are being properly maintained, including insurance coverage and tax payments 


  

	 	4.	 Coordinate with CBRE, attorneys and other third parties with respect to the sale of the 9 properties



  

	 	5.	 Coordinate with Ballard Spahr regarding the bankruptcy of the Children’s Learning Adventure



  

	 	6.	 Coordinate with KPMG and other third parties to track the filing of the 2019 tax returns and filing of the
refund request for the tax withheld as part of the sale of properties to HPT and the dissolution of entities once the final tax returns have been prepared 


  

	 	7.	 Interview tax professionals to prepare Grantor Trust tax returns and Grantor Trust Statements for 2020 returns



  

	 	8.	 Contact AST to obtain a list of shareholders and determine the status of 2019 distributions



  

	 	9.	 Hold regular meetings with the Trustees to bring them up to date regarding income and expenses of the Company,
status of sales of properties, and other issues 


  

	 	10.	 Perform or manage all other tasks reasonably necessary for the liquidation of the Company and its subsidiaries
in coordination with the trustees 


 WTR has agreed to a fixed fee for the above services as follows: 

$25,000 per month for the first three months 

$20,000 per month thereafter 

In the event that the Trustees request that WTR provide litigation support, support for federal, state or local tax audits or responses to requests from
federal or municipal authorities, the Trustees and WTR will discuss in good faith additional fees that may be payable to WTR to provide such services. 

Travel time and reasonable out of pocket expenses would be in addition to the fixed fees noted above. Travel time would be billed at half our standard rates,
which are as follows: 
  

					
	 Sharon Roth
  
	  	 $550 an hour
  
	  	
	 Diane Rosenshein
	  	$300 an hour	  	

 WTR may request an adjustment to the monthly fixed fee schedule any time after three months based upon the then expected or
actual workload, which would be subject to review and approval of the Trustees in their discretion. 
  

  
 P.O. Box 107 East
Hampton, NY 11937 (212) 687-1811 














 Walker Truesdell Roth & Associates 

 

 Invoices will be sent via email and are due by direct deposit within ten days of receipt. 

This agreement may be terminated by either party with 30 days written notice. 

WTR’s maximum liability arising for any reason relating to the services rendered under this letter shall be limited to the fees paid for these services.
In the event of a claim by a third party relating to services under this letter, you will indemnify WTR for all such claims, liabilities, costs and expenses, except to the extent determined by law to have resulted from fraud or intentional or
deliberate misconduct of WTR. 
 If the foregoing fairly sets forth your understanding of the services to be provided and the fees, please sign the enclosed
copy of this letter in the space indicated and return it to our office via email. 
 I want to express my appreciation for this opportunity and I look
forward to working with you. 
  

	
	Very truly yours,
	
	/s/ Sharon Roth
	Sharon Roth
	 Walker, Truesdell, Roth & Associates, Inc.

President


  

							
	Accepted By:	  	/s/ Thomas J. Sullivan	  	 Date: 4/16/20
	  	
		  	SMTA Liquidating Trust