exv10w2






Exhibit 10.2



Execution Copy




SUPPLEMENT TO CONVEYANCE OF NET PROFITS INTEREST




     This Supplement to Conveyance of Net Profits Interest (this “Supplement”) has been
executed as of November 8, 2011, but is made effective as of July 1, 2011 at 7:00 a.m., Central
Time, (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 7513, 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 6288 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 9461, 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 November 8, 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 November 3, 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
November 3, 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, and are made
subject 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 of the Parties on the Supplement
Effective Date and duly acknowledged before the undersigned competent witnesses and Notary Public.



	 	 	 	 	 	 	 	 	 

	WITNESSES:	 	 	 	GRANTOR:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Enduro Operating LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Andrew Law
	 	 	 	By:
	 	Enduro Resource Partners LLC, its sole member
	 

	 	 	 	 	 	 	 	 
	Printed Name: Andrew Law	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Adrian Milton
	 	 	 	By:
	 	/s/ Jon S. Brumley
	 

	 	 
	 	 	 	 	 	 
	Printed Name: Adrian Milton	 	 	 	 	 	Name: Jon S. Brumley
	 

	 	 	 	 	 	 	 	Title: President and Chief Executive Officer






[Signature Page — Supplement to Conveyance]





 









 








	 	 	 	 	 	 	 	 	 

	WITNESSES:	 	 	 	GRANTEE:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Enduro Royalty Trust
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Eva Derry
	 	 	 	By:
	 	The Bank of New York Mellon Trust
	 

	 	 	 	 	 	 	 	 
	Printed Name: Eva Derry	 	 	 	 	 	Company, N.A., as Trustee
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Robert A. Rodriguez
	 	 	 	By:
	 	/s/ Michael J. Ulrich
	 

	 	 
	 	 	 	 	 	 
	Printed Name: Robert A. Rodriguez	 	 	 	 	 	Name: Michael J. Ulrich
	 

	 	 	 	 	 	 	 	Title: Vice President






[Signature Page — Supplement to Conveyance]







 









 








	 	 	 	 	 	 	 	 	 

	WITNESSES:	 	 	 	Enduro Texas LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Andrew Law
	 	 	 	By:
	 	Enduro Resource Partners LLC, its sole member
	 

	 	 	 	 	 	 	 	 
	Printed Name: Andrew Law	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Adrian Milton
	 	 	 	By:
	 	/s/ Jon S. Brumley
	 

	 	 
	 	 	 	 	 	 
	Printed Name: Adrian Milton	 	 	 	 	 	Name: Jon S. Brumley
	 

	 	 	 	 	 	 	 	Title: President and Chief Executive Officer






[Signature Page — Supplement to Conveyance]






 









 








	 	 	 	 	 

	STATE OF TEXAS

	 	§	 	 
	 
	 	 	 	 
	 

	 	 	 	§
	COUNTY OF HARRIS
	 	 	 	§






     BE IT KNOWN, that on this 1st day of November, 2011, before me, the undersigned authority,
personally came and appeared Jon S. Brumley appearing herein in his capacity as President and Chief
Executive Officer of Enduro Resource Partners LLC, the sole member 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 Jon S. Brumley
executed the same on behalf of said company with full authority of its board of managers, 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.



	 	 	 

	 

	/s/ Karen Harris
	 

	 
	 
	 	 
	 

	Printed Name: 	Karen Harris
	 
	 	 
	 

	Notary Public for the State of Texas
	 

	County of Harris






My commission expires: May 10, 2014




[Acknowledgment Page — Supplement to Conveyance]





 









 








	 	 	 	 	 

	STATE OF TEXAS

	 	§	 	 
	 
	 	 	 	 
	 

	 	 	 	§
	COUNTY OF TRAVIS

	 	 	 	§






     BE IT KNOWN, that on this 1 day of November, 2011, before me, the undersigned authority,
personally came and appeared Michael J. Ulrich appearing herein in his capacity as Vice President
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 Michael J. Ulrich executed
the same on behalf of said national banking association with full authority of the same, 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.




	 	 	 

	 

	/s/ Sarah Newell
	 

	 
	 
	 	 
	 

	Printed Name: 	Sarah Newell
	 
	 	 
	 

	Notary Public for the State of Texas
	 

	County of Travis






My commission expires: February 16, 2014




[Acknowledgment Page — Supplement to Conveyance]







 









 








	 	 	 	 	 

	STATE OF TEXAS

	 	§	 	 
	 
	 	 	 	 
	 

	 	 	 	§
	COUNTY OF HARRIS

	 	 	 	§






     BE IT KNOWN, that on this 1st day of November, 2011, before me, the undersigned authority,
personally came and appeared Jon S. Brumley appearing herein in his capacity as President and Chief
Executive Officer of Enduro Resource Partners LLC, the sole member 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 Jon S. Brumley
executed the same on behalf of said company with full authority of its board of managers, 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.




	 	 	 

	 

	/s/ Karen Harris
	 

	 
	 
	 	 
	 

	Printed Name: 	Karen Harris
	 
	 	 
	 

	Notary Public for the State of Texas
	 

	County of Harris






[Acknowledgment Page — Supplement to Conveyance]





 









 








Exhibit A




Conveyance


See Exhibit 10.1 attached to this Form 8-K.