EX-10.1






FEE AGREEMENT

GPH LIQUIDATING TRUST




This Fee Agreement (this “Agreement”) is made as of May 17, 2006 (the “Closing Date”), by and
between Wilmington Trust Company, a Delaware banking corporation (“Wilmington Trust”), and GPH
Liquidating Trust, a Delaware statutory trust (the “Trust”).



W I T N E S S E T H




 WHEREAS, pursuant to a Trust Agreement, dated as of May 17, 2006 (the “Trust Agreement”),
between Wilmington Trust, Global Preferred Holdings, Inc. and the named Administrator and
additional Trustees, Wilmington Trust will act as Delaware trustee (the “Resident Trustee”) of the
Trust;



WHEREAS, pursuant to Section 5.2 of the Trust Agreement, Wilmington Trust is entitled to
compensation for its services as Delaware Trustee;



WHEREAS, Wilmington Trust and the Trust desire to set forth with greater particularity the
specific agreement as to the compensation owing to Wilmington Trust pursuant to the Trust
Agreement;



NOW, THEREFORE, for good and valuable consideration, the parties hereto hereby agree as
follows.




1. The compensation due and owing to Wilmington Trust pursuant to Section 5.2 of the Trust
Agreement shall be as follows:



	 	 	 	 	 	 	 	 	 
	a.
	 	Initial Fee:
	 	$	3,000.00	 
	b.
	 	Annual Administration Fee (paid annually in advance):
	 	$	3,000.00	 
	c.
	 	Statutory Trust Cancellation Fee:
	 	$	1,000.00	 






The Statutory Trust Cancellation Fee will be imposed if the trust is a statutory trust requiring
cancellation of the certificate of trust with the Delaware Secretary of State’s Office. The
Statutory Trust Cancellation Fee includes expenses in connection with the preparation and filing of
the certificate of cancellation with the Delaware Secretary of State’s Office. If the transaction
terminates in a manner that involves participation by counsel, legal fees and expenses in
connection with the cancellation are additional and billed separately.




	 	d.	 	Extraordinary Termination Fee: $3,000.00





(Wilmington Trust reserves the right to charge a fee (the “Extraordinary Termination Fee” as
referenced above) relating to the termination of the Trust and the final distribution of the
property held by the Trust. The Extraordinary Termination Fee will be imposed if the transaction
terminates in a manner other than as outlined in the transaction documents and, as a result, such
termination involves extraordinary involvement by Wilmington Trust. Expenses in connection with
the preparation and filing of a certificate of cancellation with the Delaware Secretary of State’s
Office are additional and billed separately.)




2. In the event of a substantive change in the nature of the Delaware Trustee’s duties, and
in any event after the expiration of three years from the Closing Date, Wilmington Trust reserves
the right to adjust its fees. Such fees to be agreed between the parties hereto.




3. Wilmington Trust requires that the first year’s Annual Administration Fee and the Closing
Attendance Fee (if incurred) be paid on the Closing Date by wire transfer per the following wire
transfer instructions:



Wilmington Trust Company




Wilmington, Delaware




ABA No. 031100092




Account No. 076868-000




Reference: Delaware Trustee Fees and Expenses




Transaction Name: GPH Liquidating Trust




Account Manager: James Hanley




Thereafter, the Annual Administration Fee is due and payable annually in advance on each
anniversary of the Closing Date, provided that the parties acknowledge that the anticipated date of
termination of the Trust is June 1, 2008, so the Annual Administration Fee for the second year of
the term of this Agreement shall be increased by a prorated amount to cover the period from the
second anniversary of the Closing Date through June 1, 2008. If the term of the Trust is extended
beyond June 1, 2008, then the Annual Administration Fee shall apply to such subsequent years,
provided however, the Annual Administration Fee shall be prorated to cover the period of time from
the anniversary of the Closing Date through the final termination date of the Trust. All fees are
nonrefundable and will not be pro rated in the event of an early termination of the Trust.




4. Out of pocket expenses (including outside counsel’s fees and expenses in connection with
the closing and in connection with any post-closing matters for which Wilmington Trust is
authorized to retain outside counsel under the terms of the Trust Agreement) are additional and
are billed separately. Details with respect to counsel fees are coordinated separately with
counsel.




5. Invoices should be sent to the Trust at its address set forth below, or at such other
address as such party shall hereafter furnish in writing:



Trust: GPH Liquidating Trust

Address: PO Box 1561, Suwanee, GA 30024

Attn: Administrator

Phone: 770-248-3311

Facsimile: 866-581-2010





6. This Agreement may be executed by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be an original, but all of such counterparts shall
together constitute but one and the same Agreement.




7. No waiver, modification or amendment of this Agreement shall be valid unless executed in
writing by the parties hereto.




8. This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to conflicts of laws principles.




9. Capitalized terms used herein and not otherwise defined shall have the meanings assigned
such terms in the Trust Agreement.



IN WITNESS WHEREOF, the parties hereto have caused this Fee Agreement to be executed by their
duly authorized officers effective as of the day first above written.




WILMINGTON TRUST COMPANY




By:      /s/ James Hanley     

Name: James Hanley

Title: Senior Financial Services Officer





GPH LIQUIDATING TRUST



	 	 	 	 	 
	By:__/s/ Caryl P. Shepherd ______

	 

	Name:
	 	Caryl P. Shepherd

	Title:
	 	Administrator