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 • August 1st, 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 trust company 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).
13,200,000 ENDURO ROYALTY TRUST Units of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2011 • Enduro Royalty Trust • Crude petroleum & natural gas • New York
Barclays Capital Inc. Citigroup Global Markets Inc. Goldman, Sachs & Co. RBC Capital Markets, LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule 1 attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
FORM OF AGREEMENT AND PLAN OF MERGER OF ENDURO ROYALTY TRUST AND ENDURO TEXAS LLCForm of Agreement and Plan of Merger • August 1st, 2011 • Enduro Royalty Trust • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger (this “Plan of Merger”) is made as of the ____ day of ___________, 2011, between Enduro Royalty Trust, a Delaware statutory trust (the “Trust”), and Enduro Texas LLC, a Texas limited liability company (the “Texas LLC”).
