FORM OF AMENDED AND RESTATED TRUST AGREEMENT OF ENDURO ROYALTY TRUST AMONG ENDURO RESOURCE PARTNERS LLC and WILMINGTON TRUST COMPANY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Dated: As of [•], 2011Trust Agreement • July 25th, 2011 • Enduro Royalty Trust • Crude petroleum & natural gas • Delaware
This Amended and Restated Trust Agreement of Enduro Royalty Trust, a Delaware statutory trust (the “Trust”), is entered into effective as of the [•] day of [•], 2011, by and among ENDURO RESOURCE PARTNERS LLC, a Delaware limited liability company with its principal office in Fort Worth, Texas (“Enduro”), as trustor, WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware (“Wilmington Trust”), as Delaware Trustee (as hereinafter defined), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national association organized under the laws of the State of New York (the “Bank”), as Trustee (as hereinafter defined).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 25th, 2011 • Enduro Royalty Trust • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [•], 2011 is made and entered into by and between Enduro Resource Partners LLC, a Delaware limited liability company (the “Company”), and Enduro Royalty Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”). Unless expressly stated otherwise in this Agreement, as used in this Agreement, references to the “Trustee” mean The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee (in such capacity, or any successor trustee, the “Trustee”) of the Trust and not in its individual capacity.
AMENDED AND RESTATED OPERATING AGREEMENT OF ENDURO RESOURCE PARTNERS LLC a Delaware Limited Liability Company Dated as of July 22, 2011Operating Agreement • July 25th, 2011 • Enduro Royalty Trust • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) of ENDURO RESOURCE PARTNERS LLC (the “Company”), a limited liability company organized under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”), is made and entered into as of this 22nd day of July, 2011, by ENDURO RESOURCE HOLDINGS LLC (the “Member”), as the sole member of the Company.
