Enduro Resource Partners (NDRO) S-1/A IPO registration (amended)

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.