exv10w9






Exhibit 10.9




COMMISSION AND EXCLUSIVE AGENCY AGREEMENT




This Agreement is between Albrecht & Associates, Inc. (“Albrecht”) and Bank of America, N.A., as
trustee for the Williams Coal Seam Gas Royalty Trust (“SELLER”).




     WHEREAS, SELLER is desirous of selling certain producing and non-producing interests in oil
and gas properties as shown in Exhibit “A” attached hereto (the “Properties”) in accordance and
subject to the terms of that certain Trust Agreement of SELLER as set forth in Exhibit “B” attached
hereto (the “Trust Agreement”); and



     WHEREAS, Albrecht is desirous of acting as exclusive agent in the sale of the Properties and
earning a performance fee (the “Fee”) from the sale thereof:



IN CONSIDERATION OF THE PREMISES AND THE FOLLOWING MUTUAL COVENANTS THE PARTIES AGREE THAT:




For a period ending February 28, 2011 (the “Term”), Albrecht shall (i) diligently solicit potential
buyers of the Properties and submit to SELLER all offers received and (ii) perform those services
as specifically described on Exhibit “C” attached hereto and incorporated by reference herein.





	1.	 	During the Term, Albrecht shall be entitled to and shall receive its Fee as defined herein if
the Properties are sold to any person, corporation, partnership, company, or any entity
whatsoever.
	 
	2.	 	SELLER agrees to pay Albrecht a non-refundable retainer of $100,000 (one hundred thousand
dollars) no later than five business days following the execution of this contract.
	 
	3.	 	At the closing of the sale of the Properties, SELLER agrees to pay to Albrecht the following
Fee, based upon the total aggregate sales price received by SELLER.






	 	 	 	$200,000 plus 1% of the aggregate sales price






	 	 	For example, if the aggregate sales price is $10,000,000 (ten million dollars), Albrecht
shall receive a Fee of $300,000 (three hundred thousand dollars). If the aggregate sales
price is $100,000,000 (one hundred million dollars), Albrecht shall receive a Fee of
$1,200,000 (one million two hundred thousand dollars).
	 
	 	 	The Fee shall be paid at closing of the sale of the Properties except in the event a portion
of the sales price is paid on a deferred basis, in which case the Fee pyable with respect to
such portion will be payable when the Fee is actually received by the Seller. The $100,000
retainer fee discussed in Paragraph 4 shall be applied against any fees due under this
Paragraph 5.
	 
	4.	 	Other than the Fees described in Paragraph 4 and 5 above, Albrecht shall not be entitled to
and shall not receive any compensation or expense reimbursement whatsoever from SELLER.




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	5.	 	Although Albrecht shall be the Exclusive Agent for this sale, it is expressly agreed that
Albrecht has no authority to commit SELLER to accept any offer whatsoever for the
Properties. SELLER shall have the sole and absolute discretion to direct the conduct of
any discussions with potential buyers, to accept or reject the terms of any proposed
transaction, or to consummate any such transaction.
	 
	6.	 	All Fees and other sums payable by SELLER to Albrecht pursuant to this Agreement shall be
paid in cash, in immediately available funds. Any such sums not paid when due shall accrue
interest from the date due until paid at a rate equal to the lesser of: (a) prime rate as
announced from time to time by Regions Bank (or its successor), plus four percent (4%), or
(b) the maximum permissible rate under applicable law.
	 
	7.	 	Neither party shall ever be liable to the other as the result of any alleged breach of this
agreement for any damages exceeding the actual, direct, foreseeable damages incurred by the
non-breaching party, together with costs and expenses, including attorneys’ fees, incurred in
recovering such damages; and each party hereby expressly waives any right that it may
otherwise have to recover consequential, exemplary, punitive, statutory, special, and/or
indirect damages, or damages of any type other than actual, direct, foreseeable damages
resulting from breach of this Agreement.
	 
	8.	 	SELLER hereby agrees to indemnify and hold harmless Albrecht and its affiliates, and their
respective owners, officers, directors, employees, agents and representatives (collectively
the “Albrecht Parties”) from any and all losses or liabilities incurred by any of the Albrecht
Parties, including, but not limited to, attorneys’ fees and costs incurred in defending any
claim against any of the Albrecht Parties, resulting directly or indirectly from the
performance of Albrecht’s services hereunder; provided, however, such
indemnification shall not apply to any portion of any such loss or liability to the extent it
is found in a final judgment by a court of competent jurisdiction to have resulted primarily
from (i) the bad faith, gross negligence or willful misconduct of Albrecht, or (ii) a breach
of a material provision of this Agreement by Albrecht if such breach continues uncured for a
period of ten (10) days after notice from SELLER to Albrecht of such breach.
	 
	9.	 	Albrecht shall not disclose any confidential information of SELLER to a third party unless
and until such third party has executed a confidentiality agreement of a form approved and
executed by SELLER.
	 
	10.	 	This Agreement is performable, in part, in Houston, Harris County, Texas and shall be
construed and enforced in accordance with the internal laws of the State of Texas (without
reference to conflict of law principles that would result in the application of the laws of
any other jurisdiction).





11. This Agreement may not be amended except by an instrument in writing signed by each of the
parties.




12. Albrecht may not assign this Agreement or its rights or interest hereunder in any form or
manner, without the prior written consent of SELLER.




13. The
date of this Agreement is March 18, 2010.






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AGREED




Albrecht & Associates, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/
Robert A. Albrecht

	 	 
	 	Date:
	 	3/26/10

	 	 
	Name:

	 	Robert A. Albrecht	 	 	 	 	 	 	 	 
	 Title:

	 	President	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SELLER
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Bank of America, N.A., Trustee for	 	 	 	 	 	 	 	 
	 

	 	Williams Coal Seam Gas Royalty Trust
	 	 	 	Date:
	 	3/18/10

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/
Ron E. Hooper

	 	 
	 	 
	 	 

	 	 
	Name:

	 	Ron E. Hooper	 	 	 	 	 	 	 	 
	Title:

	 	Senior Vice President