exv10w3






Exhibit 10.3




SUPPLEMENT TO CONVEYANCE OF NET PROFITS INTEREST




     This Supplement to Conveyance
of Net Profits Interest (this “Supplement”) is made
effective as of [•], 2011 at 7:00 a.m., Central
Time, June 1,
2011 (the “Supplement Effective Time”) by and between Enduro Operating
LLC, a Texas limited liability company (“Grantor”), with a mailing address of 777 Main Street, Suite 800, Fort Worth, Texas 76102 and the last four
digits of whose federal tax identification number are
____, Enduro Texas LLC, a Texas limited liability company (“Enduro Texas”), with a mailing address of 777
Main Street, Suite 800, Fort Worth, Texas 76102 and the last four digits of whose federal tax
identification number are ____ and The Bank of New York Mellon
Trust Company, N.A., with a mailing address of 919 Congress Avenue,
Suite 500, Austin, Texas 78701, and the last four digits of whose tax identification number are ____,
Attention: Michael J. Ulrich, as trustee (the “Trustee”), acting not in its individual
capacity but solely as trustee of Enduro Royalty Trust (the “Trust”), a Delaware statutory
trust created under the Delaware Statutory Trust Act as of
May 3, 2011. Grantor, Grantee and the Trustee,
acting as trustee of the Trust, are sometimes referred to herein individually as a “Party”
and collectively as the “Parties.” Capitalized terms used but not defined in this
Supplement shall have the meanings ascribed to them in that certain Conveyance of Net Profits
Interest dated [•], 2011 (the “Conveyance”) between Grantor and Enduro Texas, reflecting the creation of the Net Profits
Interest (as described therein) and the allocation to, and vesting in, Enduro Texas of all right,
title and interest in and to the Net Profits Interest in accordance with the terms of the Grantee
Merger. A copy of the Conveyance is attached hereto as Exhibit A.



     Subsequent to the Effective Time, Enduro Texas entered into an Agreement and Plan of Merger
dated [•], 2011 with the Trust, pursuant to which Enduro Texas will merge with and into the Trust,
with the Trust surviving the merger (the “Trust Merger”). By virtue of the Trust Merger,
all right, title and interest in and to the Net Profits Interest (including the right to enforce
the Conveyance against the Grantor) will vest in the Trust.



     In consideration of the mutual obligations contemplated herein, the Conveyance is supplemented
as follows:




	 	1.	 	The Trustee, acting as trustee of the Trust, shall be deemed to be the
“Grantee” under the Conveyance and, thus, a “Party” under the Conveyance. For clarification, and to place third parties on notice for purposes of Louisiana’s law of registry
and otherwise, Grantee hereby assigns, transfers, conveys and delivers to the Trustee (solely
in its capacity as trustee of the Trust), and Trustee (solely in its capacity as trustee of the
Trust) hereby accepts from the Grantee, effective as of the Supplement Effective Time that portion
of the Net Profits Interest that constitutes or affects immovable property located in the State of
Louisiana.
	 
	 	2.	 	All disputes arising under or in connection with the Conveyance or this
Supplement, including any disputes relating to any Monthly Statement delivered by
Grantor to Grantee pursuant to Section 4.5 of the Conveyance, shall be handled and
resolved pursuant to and in accordance with the arbitration provisions set forth in
Article XI of that certain Amended and Restated Trust Agreement of the Trust dated [•],
2011 (the “Trust Agreement”) by and among Enduro Resource Partners LLC,
Wilmington Trust Company and the Trustee.
	 
	 	3.	 	The Conveyance and this Supplement have been made pursuant to the terms and conditions of the Trust Agreement. In the event that any
provision of the Conveyance or this Supplement is construed to conflict with any
provision of the Trust Agreement, the provisions of the Conveyance, as supplemented by
this Supplement, shall be deemed controlling to the extent of such conflict.
	 
	 	4.	 	The Conveyance, this Supplement and the Transaction Documents (as defined in
the Trust Agreement) constitute the entire agreement between the Parties
pertaining to the subject matter thereof and hereof, and supersede all prior





 









 






	 	 	 	agreements, understandings, negotiations and discussions, whether oral or written,
of the Parties pertaining to the subject matter thereof and hereof.
	 
	 	5.	 	All notices and other communications which are required or may be given
pursuant to the Conveyance shall be given to the Trust as follows:






Enduro Royalty Trust

c/o The Bank of New York Mellon Trust Company, N.A.

Institutional Trust Services

919 Congress Avenue, Suite 500

Austin, Texas 78701

Attention: Michael J. Ulrich

Facsimile No.: (512) 479-2253.



     The Grantor shall record the Conveyance and this Supplement in the real property records in
each applicable Texas, Louisiana and New Mexico jurisdiction, or in such other records of those
states as required under applicable law, to place third parties on notice of the Conveyance and
this Supplement.



[Signature Page Follows]




2








 





     IN WITNESS WHEREOF, this
Supplement has been signed by each Party before the respective undersigned competent witnesses on the date set forth in the attached
notarial acknowledgement for such Party, but effective as of the
Supplement Effective Time.



	 	 	 	 	 	 	 	 	 	 	 

	WITNESSES:	 	GRANTOR:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Enduro Operating LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	Printed Name:	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Printed Name:	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESSES:	 	TRUSTEE:
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 	 	The Bank of
New York Mellon Trust
Company, N.A., as Trustee of Enduro Royalty
Trust
	 	 	 	 	 	 
	Printed Name:	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	Printed Name:	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESSES:	 	Enduro Texas LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	Printed Name:	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Printed Name:	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





[Signature Page — Supplement to Conveyance]


















 





	 	 	 

	STATE OF                     

	 	§
	 

	 	§
	COUNTY OF                     

	 	§






     BE IT KNOWN, that on this ___ day of ______, 2011, before me, the undersigned authority,
personally came and appeared ___________________ appearing herein in ___ capacity as
___________________ of Enduro Operating LLC, to me personally known to be the identical person
whose name is subscribed to the foregoing instrument as the said officer of said company, and
declared and acknowledged to me, Notary, that ___________________ executed the same on behalf of
said company with full authority of its ___________________, and that the said instrument is the
free act and deed of the said company and was executed for the uses, purposes and benefits therein
expressed.





      





 





			
	Printed Name:	 	
 







			
	Notarial Identification Number:	 	
 






Notary Public for the State of                     

County of                     









My commission expires:                     




	 	 	 

	STATE OF                     

	 	§
	 

	 	§
	COUNTY OF                     

	 	§






     BE IT KNOWN, that on this ___ day of ______, 2011, before me, the undersigned authority,
personally came and appeared ___________________ appearing herein in ___ capacity as
___________________ of The Bank of New York Mellon Trust Company, N.A., to me personally known to
be the identical person whose name is subscribed to the foregoing instrument as the said officer of
said national banking association, and declared and acknowledged to me, Notary, that
___________________ executed the same on behalf of said national banking association with full
authority of its ___________________, and that the said instrument is the free act and deed of the
said national banking association and was executed for the uses, purposes and benefits therein
expressed.





      





 





			
	Printed Name:	 	
 







			
	Notarial Identification Number:	 	
 






Notary Public for the State of                     

County of                     










			
	My commission expires:	 	
 






[Acknowledgment Page — Supplement to Conveyance]





 









 






	 	 	 

	STATE OF                     

	 	§
	 

	 	§
	COUNTY OF                     

	 	§






     BE IT KNOWN, that on this ___ day of ______, 2011, before me, the undersigned authority,
personally came and appeared ___________________ appearing herein in ___ capacity as
___________________ of Enduro Texas LLC, to me personally known to be the identical person whose
name is subscribed to the foregoing instrument as the said officer of said company, and declared
and acknowledged to me, Notary, that ___________________ executed the same on behalf of said
company with full authority of its ___________________, and that the said instrument is the free
act and deed of the said company and was executed for the uses, purposes and benefits therein
expressed.





      





 





			
	Printed Name:	 	
 






			
	Notorial Identification Number	 	
 





Notary Public for the State of                     

County of                     











			
	My commission expires:	 	
 






[Acknowledgment Page — Supplement to Conveyance]





 








 








EXHIBIT A


CONVEYANCE




See
attached.