Exhibit 4.75

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT
AGREEMENT

This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this
First Amendment), dated as of July 31, 2002, is entered into by and between TIPPERARY CORPORATION, a Texas corporation (Borrower), TIPPERARY OIL & GAS (AUSTRALIA) PTY LTD (ACN 077 536 871), a
Queensland, Australia corporation (TOGA), TIPPERARY OIL & GAS CORPORATION, a Texas corporation (TOGC), LENDERS (as defined in the Credit Agreement, as defined below), TCW ASSET MANAGEMENT COMPANY, a
California corporation (TAMCO), as Agent (as defined in the Credit Agreement, as defined below); and TAMCO, as Collateral Agent (as defined in the Credit Agreement, as defined below).

RECITALS:

WHEREAS, Borrower, TOGA, TOGC, the Lenders
and TAMCO, as Agent and Collateral Agent, are parties to that certain First Amended and Restated Credit Agreement, dated as of February 2, 2001 (the Credit Agreement).

WHEREAS, the parties to the Credit Agreement desire, among other things, to increase the aggregate principal amount of borrowings under the Credit
Agreement from Seventeen Million and 00/100 Dollars ($17,000,000) to Twenty Two Million and 00/100 Dollars ($22,000,000) for the purposes of financing the continued development of the Comet Ridge Project and other related activities.

WHEREAS, Borrower and TOGC have acquired certain interests in the Comet Ridge Project subsequent to the
entering into of the Credit Agreement which the parties desire to be included in the Collateral Properties, Eligible Proven Properties and Subject Properties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 2. Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement is amended as
follows:

| | (a)                                                                            |  | Section 1.1 of the Credit Agreement is hereby amended as follows:
| | ------------------------------------------------------------------------------ |  | -----------------------------------------------------------------
|
| | (i)     The following new definition of Acquired TC/TOGC
Interests is added:



---

|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|

2



---

| |                                                                                                                                                                                                                                                                                                                                                 |  | registered Australian Charge Documents and filed Security Documents in each case which create perfected first security interests in such property or rights in favor of Collateral Agent; (iii) is not subject
to forfeiture under the Project JOA or any other Project Documents; (iv) is not subject to any Prohibited Liens; and (v) is the subject of favorable title opinions or other assurance to Lenders from legal counsel acceptable to Agent, (A) based upon
abstract or record examinations to dates acceptable to Agent, (B) stating or advising that TOGA, Borrower or TOGC, as the case may be, or the source of title of TOGA, Borrower or TOGC, has title to such property subject to comments and requirements
set forth therein which are acceptable to Agent in its sole and absolute discretion and subject to no Prohibited Liens, and (C) covering such other matters as Agent may reasonably request.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (vi)     The definition of Equity Letter of Credit is deleted
and replaced in its entirety with the following new definition of Equity Letter of Credit:                                                                                                                                                                                   
|
| |                                                                                                                                                                                                                                                                                                                                                 |  | Equity Letter of Credit means, collectively, the letter of credit delivered pursuant to Section 3.1(a)(xvi) and any amendment to such letter of credit or other letter of credit delivered
on or before the Amendment Effective Date pursuant to Section 3(a)(iii) of the First Amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (vii)    The following definition of First Amendment shall be
added:                                                                                                                                                                                                                                                                         
|
| |                                                                                                                                                                                                                                                                                                                                                 |  | First Amendment means the First Amendment to First Amended and Restated Credit Agreement, dated as of July 31, 2002, entered into by and between Borrower, TOGA, TOGC, Lenders and TAMCO, as
Agent and Collateral Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (viii)   The definition of Funding Expiry Date is deleted and replaced
in its entirety with the following new definition of Funding Expiry Date:                                                                                                                                                                                           
|
| |                                                                                                                                                                                                                                                                                                                                                 |  | Funding Expiry Date means the earliest to occur of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (i)     the
date on which an Event of Default occurs;                                                                                                                                                                                                                                                                                          
|
| | (ii)    September
30, 2002; or                                                                                                                                                                                                                                                                                                                 
|
| | (iii)   the date on
which a Coverage Deficiency occurs.                                                                                                                                                                                                                                                                                        
|
| | (ix)     The definition of Initial Amortization Date is
deleted and replaced in its entirety with the following new definition of Initial Amortization Date: Initial Amortization Date means the first Quarterly Payment Date to occur after the first to occur of (a) the date on
which an Event of Default occurs or (b) March 1, 2005.

3



---

|  | (x)      The definition of LOE is deleted and replaced
in its entirety with the following new definition of LOE:                                                                                                                                                                                                                                                                                                                                                           
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
|  | (xi)    The definition of Maturity Date is deleted and replaced in
its entirety with the following new definition of Maturity Date:                                                                                                                                                                                                                                                                                                                                        
| 
|  | Maturity Date means
December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                       
| 
|  | (xii)    The definition of Permitted Liens is amended by adding to
the end a new subsection (ix) as follows:                                                                                                                                                                                                                                                                                                                                                                 
| 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
|  | (xiii)     The definition of Proved Reserves is hereby
amended by inserting and shall be comprised of Proved Developed Reserves and Proved Undeveloped Reserves" after word Commission.                                                                                                                                                                                                                                                                                   
| 
|  | (xiv)     The following new definition of Prepayment Premium
is added:                                                                                                                                                                                                                                                                                                                                                                                                       
| 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
|  | (b)    Section 2.1(b) of the Credit Agreement is hereby amended by deleting the following language Nine Million Five
Hundred and 00/100 Dollars ($9,500,000) and the aggregate amount of all Advances does not exceed Seventeen Million and 00/100 Dollars ($17,000,000) and replacing it with Fourteen Million Five Hundred and 00/100 Dollars ($14,500,000) and
the aggregate amount of all Advances does not exceed Twenty Two Million and 00/100 Dollars ($22,000,000).
| 
| 
|4



---

|
|
|
|
|
|
|

| | The Scheduled Minimum Principal Payment applicable on such Quarterly Payment Date, defined as the product of (A) the unpaid principal balance on the Notes as
of December 31, 2004 and (B) the percentage set forth below for the month and year in which such Quarterly Payment Date occurs, rounded to the next higher $1,000:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Percentages for Computation of Scheduled Minimum Principal Payments

|     
|-----
|Year 
|     
|2000 
|2001 
|2002 
|2003 
|2004 
|2005 
|2006 
|2007 
|2008 
|     
|Total
|     

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | (e)    Section 2.9(a) of the Credit Agreement is hereby amended by deleting and replacing in its entirety with the
following:                                                                                                                                                                                                                                                                                                                                                                                  
|
| | Optional Prepayments.  In addition to the payments required under
Sections 2.6 and 2.8, Borrower may, from time to time, through July 31, 2003, and upon ten (10) Business Days prior written notice to Lenders, prepay the Notes, in whole but not in part, so long as such prepayment is accompanied by the payment
of, and there shall be due and payable upon any prepayment in full of principal during such period whether by optional prepayment or mandatory prepayment pursuant to Section 2.9(b), a

5



---

| | prepayment premium (the Prepayment Premium) equal to the product of the applicable Prepayment Premium Percentage set forth below opposite the time period in
which the date of prepayment occurs multiplied by the principal amount prepaid:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date of Prepayment                      | Prepayment Premium Percentage
|--------------------------------------- | -----------------------------
|Prior to August 31, 2002                | 2.84%                        
|September 30, 2002 to November 30, 2002 | 2.27%                        
|December 1, 2002 to February 28, 2003   | 1.70%                        
|March 1, 2003 to May 31, 2003           | 1.14%                        
|June 1, 2003 to July 31, 2003           | 0.57%                        

| | In addition to the payments required under Sections 2.6 and 2.8, Borrower may, on or after July 31, 2003,
from time to time and upon ten (10) Business Days prior written notice to Lenders, prepay the Notes, in whole or in part, so long as each partial prepayment of principal on the Notes is greater than or equal to $250,000. Each partial
prepayment of principal shall be applied to the Minimum Principal Payments due under the Notes in the inverse order of their maturities.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | Each prepayment of principal under this Section 2.9 shall be accompanied by all interest then accrued and
unpaid on the principal so prepaid. Any principal prepaid pursuant to this Section 2.9 shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment.                                                                                                                                           
|
| | (f)     Sections 2.9(b)(ii) and (iii) of the Credit Agreement are hereby amended
by deleting them in their entirety.                                                                                                                                                                                                                                                                                                                                                                         
|
| | (g)    Section 3.3(ii) of the Credit Agreement is hereby amended by deleting the
figure $9,500,000 and replacing it with $14,500,000.                                                                                                                                                                                                                                                                                                                                                    
|
| | (h)    The last sentence of Section 4.1(l) of the Credit Agreement is amended by
deleting the word Neither and replacing it with Except for the acquisition and ownership of the Acquired TC/TOGC Interests by Borrower and TOGC, neither.                                                                                                                                                                                                                                               
|
| | (i)      Section 4.1(t) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:                                                                                                                                                                                                                                                                                                                                                        
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

6



---

| |                                                                                                                                                    |  | has brought proceedings in the Courts of the State of Texas against Tri-Star Petroleum Company (Tri-Star) to remove Tri-Star as the operator of the Project and to require Tri-Star to
transfer to TOGA and the other working group interest owners who are parties to the Project JOA their proportionate interests in the Authority to Prospect 526P and other property held in connection with the Project Properties. TOGAs
proportionate interest in the Project Properties is not encumbered by any Liens other than Permitted Liens. TOGAs ownership of the interest in Eligible Proved Properties has not been forfeited and there is no basis for a claim of forfeiture
under the Project JOA and other Project Documents and it is entitled to receive (net of all Permitted Liens) the share of the oil, gas and other minerals produced from or allocated to the leases and lands listed or described in Exhibit S-1 hereto or
in any Security Document (the TOGA Collateral Properties) specified as fractional, percentage or decimal interests in such Exhibit S-1 hereto or Security Document under the heading NRI or Revenue. Such
shares of production which TOGA is entitled to receive (and TOGAs share of expenses relating to the Collateral Properties with respect to each lease and lands affected thereby and also specified in Exhibit S-1 or any Security Document under
the heading WI) are not subject to change except, and only to the extent that, such changes are reflected in Exhibit S-1; and such shares of production and the oil and gas interests to which they relate are (and, unless and until
released by Collateral Agent, shall remain) encumbered by the Security Documents. None of the Acquired TC/TOGC Interests held by Borrower and TOGC are encumbered by any Liens other than Permitted Liens. Each of Borrowers and TOGCs
ownership interest in the Eligible Proved Properties has not been forfeited and there is no basis for a claim of forfeiture under the Project JOA and other Project Documents and it is entitled to receive (net of all Permitted Liens) the share of
oil, gas and other minerals produced from or allocated to the leases and lands listed or described in Exhibit S-2 hereto or in any Security Document (the TC/TOGC Collateral Properties and together with the TOGA Collateral
Properties, the Collateral Properties) specified as fractional, percentage or decimal interests in such in Exhibit S-2 hereto or the Security Documents under the heading NRI or Revenue. Such shares of
production which either Borrower or TOGC is entitled to receive (and each of Borrowers and TOGCs expenses relating to the TC/TOGC Collateral Properties with respect to each lease and lands affected thereby and also specified in Exhibit
S-2 hereto or the Security Documents under the heading WI) are not subject to change except, and only to the extent that, such changes are reflected in Exhibit S-2; and such shares of production and the oil and gas interests to which
they relate are (and, unless and until released by the Collateral Agent, shall remain) encumbered by the Security Documents. There is no financing statement, mortgage or similar document covering any Collateral Property on file in any public office
naming any party other than Collateral Agent as mortgagee or secured party other than financing statements, mortgage or similar documents which have heretofore expired or been terminated.
| | -------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (j)    Section 5.1(b)(vi) of the Credit Agreement is hereby amended by
replacing the use of the term Calendar Quarter with Calculation Period.

7



---

| | (k)    Section 5.1(b)(x) of the Credit Agreement is hereby amended by inserting
, and all properties in Australia owned by Borrower or TOGC after the words if any.                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (l)     Section 5.1(h) of the Credit Agreement is hereby amended by
deleting the first three paragraphs after subclause (iii) and replacing them in their entirety with:                                                                                                  
|
| | Borrower, TOGC or TOGA may, however, delay
paying or discharging any such Taxes described in clauses (i) through (iii) above so long as it is in good faith contesting the validity thereof by appropriate proceedings and has set aside adequate cash reserves therefor.
|
| |                                                                                                                                                                                                                                                                           

|
|
|

|
|
|
|

| | (v) |  | Upon the reasonable request of Holder, TOGA, TOGC and Borrower shall furnish to the Holder copies of the presented forms filed in connection therewith
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

8



---

|
|
|
|
|
|
|
|
|
|
|

9



---

| | (p)     Section 5.2(b) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:         
| | ---------------------------------------------------------------------------------------------------------------------------------------------
|
| |                                                                                                                                              
|
| | (q)     Section 5.2(d) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:         
|
| |                                                                                                                                              
|
| | (r)     Section 5.2(k) of the Credit Agreement is hereby amended by
deleting the figure $1,000,000 and replacing it with $500,000.       
|
| | (s)     Section 6.2 of the Credit Agreement is hereby amended by inserting
after the words April 28, 2000 the following:                   
|
| |                                                                                                                                              
|
| | (t)     Exhibit S of the Credit Agreement is hereby amended by replacing
it in its entirety with Exhibits S-1 and S-2 attached hereto.       
|
| | (u)    Schedule 1 of the Credit Agreement is hereby amended by deleting and
replacing it in its entirety with the Schedule 1 attached hereto.
|
| | (v)    Schedule 3 of the Credit Agreement is hereby amended by deleting and
replacing it in its entirety with the Schedule 3 attached hereto.
|
| | (w)    Schedule 4 of the Credit Agreement is hereby amended by deleting and
replacing it in its entirety with the Schedule 4 attached hereto.

10



---

|Section 3.  Conditions to Effectiveness.  This
First Amendment shall become effective upon the satisfaction of all of the following conditions precedent (the date of satisfaction of all such conditions being referred to as the Amendment Effective Date):
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                               
|11                                                                                                                                                                                                                                                             



---

|                                                                                                                                                                                                            | (xi)     an officers certificate from each of Borrower, TOGC and TOGA
certifying that the representations and warranties set forth in Section 4 hereof are true in all material respects as of the date hereof.                                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                           
|                                                                                                                                                                                                            | (xii)    an opinion of Allens Arthur Robinson, Australian counsel for the
Related Persons, covering such matters requested by Agent and otherwise in form acceptable to Agent and its counsel;                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                           
|                                                                                                                                                                                                            | (xiii)   an opinion of Jackson & Nash, or other New York counsel acceptable
to Agent for the Related Persons, covering such matters requested by Agent and otherwise in form acceptable to Agent and its counsel;                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                           
|                                                                                                                                                                                                            | (xiv)    an opinion of Glast, Phillips & Murray, P.C., or other Texas
counsel acceptable to Agent for the Related Persons, covering such matters requested by Agent and otherwise in form acceptable to Agent and its counsel;                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                           
|                                                                                                                                                                                                            | (b)     The representations and warranties set forth in Section 4 of this First Amendment shall
be true and correct as of the Amendment Effective Date.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                           
|Section 4.  Representations and Warranties of Borrower, TOGC and
TOGA.  Each of Borrower, TOGC and TOGA represents and warrants to Holders, Lenders, Agent and Collateral Agent as of the date hereof that:
|                                                                                                                                                                                                           
|                                                                                                                                                                                                            | (a)     Power and Authority.  Each of Borrower, TOGC and TOGA has full corporate power,
authority and legal right to execute and deliver this First Amendment, and to perform its obligations under the Credit Agreement as amended by this First Amendment (the Amended Agreement) and the Loan Documents to which it is a
party.                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                           
|                                                                                                                                                                                                            | (b)     Authorization of Agreements.  The execution and delivery of this First Amendment and
performance of the Amended Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary corporate action on the part of each of Borrower, TOGC and TOGA and its board of directors and this First Amendment has
been duly executed and delivered by each of Borrower, TOGC and TOGA.                                                                                                                                                                       
|                                                                                                                                                                                                           
|                                                                                                                                                                                                            | (c)     Enforceability.  Each of the Amended Agreement and the Loan Documents to which it is
a party constitutes the legal, valid and binding obligation of each of Borrower, TOGC and TOGA, enforceable against each of them in accordance with its terms, except as limited by general principles of equity and bankruptcy, insolvency and similar
laws.                                                                                                                                                                                                                                    
|                                                                                                                                                                                                           
|                                                                                                                                                                                                            | (d)     No Conflict.  The execution, delivery and performance by each of Borrower, TOGC and
TOGA of this First Amendment and the Loan Documents to which it is a party and the performance by each of Borrower, TOGC and TOGA of the Amended Agreement and the Loan Documents to which it is a party do not and will not: (i) require any consent or
approval that has not been obtained and remains in full force and effect, (ii) violate any provision of its respective charter or bylaws or of any Government Rule or Government Approval applicable to it or the Project, (iii) violate,
|                                                                                                                                                                                                           
|                                                                                                                                                                                                           
|12                                                                                                                                                                                                         



---

|   | result in a breach of or constitute a default under any Project Document or any other material agreement or instrument to which it is a party or by which it
or its Property may be bound or affected or (iv) result in, or create any Lien (other than a Permitted Lien) upon or with respect to any of the Properties now owned or hereafter acquired by it, except, in the case of clauses (ii) and (iii) above,
where any such violation, breach or default could not reasonably be expected to have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (e)     Government Approvals.  The execution, delivery and performance by each of Borrower,
TOGC and TOGA of this First Amendment and the Loan Documents to which it is a party do not and will not require any Government Approval and do not result in the impairment of any Government Approval previously obtained in connection with the
execution, delivery and performance of the Project Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | (f)     Representations and Warranties in the Credit Agreement.  Each of Borrower, TOGC and
TOGA confirms that each of the representations and warranties contained in Section 4.1 of the Credit Agreement is (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect,
true and complete to the extent of such qualification on and as of the Amendment Effective Date (both immediately prior to and after giving effect to this First Amendment) as if made on and as of such date (or, if stated to have been made solely as
of an earlier date, as of such earlier date) or (ii) if not so qualified, true and complete in all material respects on and as of the Amendment Effective Date (both immediately prior to and after giving effect to this First Amendment except with
respect to the last sentence of Section 4.1(l) and the amendments to Section 4.1(t) which are true and correct only after giving effect to this First Amendment) as if made on and as of such date (or, if stated to have been made solely as of an
earlier date, as of such earlier date).
|  
|   | (g)     Absence of Default or Event of Default.  As of the Amendment Effective Date, no
Default or Event of Default has occurred and is continuing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | (h)     The Acquired TC/TOGC Interests described on Exhibit S-2 and the Collateral Properties of TOGA
described in Exhibit S-1 include all interests in petroleum leases, authorities to prospect, oil, gas or petroleum leases, licenses, concessions or similar agreements, interests or rights in the Project owned directly or indirectly by Borrower,
TOGC, TOGA or any Subsidiary of any of Borrower, TOGC or TOGA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | Section 5.   Tri-Star Litigation.  Upon delivery of evidence satisfactory to the Agent that the litigation
between Tri-Star and Borrower has been concluded in a manner and pursuant to documentation in form and substance satisfactory to the Agent, the Tri-Star Litigation Indemnity Letter of Credit shall no longer be required under the Amended
Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | Section 6.  Yield Adjustment Payment.  On or before the Amendment Effective Date, Borrower shall pay in
immediately available funds to Lenders a yield adjustment payment in an amount equal to Fifty Thousand Dollars ($50,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | Section 7.  Miscellaneous.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|  
|13



---

|   | (a)     Reference to and effect on the Credit Agreement and the other Loan
Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (i)      The Credit Agreement and the other Loan
Documents as specifically amended by this First Amendment shall remain in full force and effect and are hereby ratified and confirmed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | (ii)     The execution, delivery and performance of this First Amendment
shall not, except as expressly provided in this First Amendment, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Lenders, the Collateral Agent, the Agent, the Borrower, TOGC or TOGA under, the
Credit Agreement or any of the other Loan Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | (iii)    Upon the conditions precedent set forth in this First Amendment
being satisfied, this First Amendment shall be construed as one with the Credit Agreement, and the Credit Agreement shall, where the context requires, be read and construed throughout so as to incorporate this First Amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | (iv)     This First Amendment and all documents delivered pursuant to
Section 3 hereof shall be deemed to be Loan Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | (b)     Fees and Expenses.  Borrowers acknowledge that all costs, fees and expenses as
described in Section 5.1(i) of the Credit Agreement incurred by Lenders, Holders, the Collateral Agent and the Agent, and in each case its counsel, with respect to this First Amendment and the documents and transactions contemplated hereby shall be
for the account of each of Borrower, TOGC and TOGA. As such, Borrower agrees to pay all attorneys fees and costs of Milbank, Tweed, Hadley & McCloy LLP and Minter Ellison in connection with this First Amendment and the documents and
transactions contemplated hereby. In addition, upon the Amendment Effective Date, Borrower agrees to pay in immediately available funds to TAMCO an expense reimbursement payment in an amount equal to Twenty Five Thousand Dollars
($25,000).
|  
|   | (c)     Execution in Counterparts.  This First Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument and any party to this First Amendment may execute this First Amendment by signing any such counterpart; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signatures are physically attached to the same counterpart.                                                                                                                                                                                                                                                                                                                                                                
|  
|   | (d)     Headings.  The section and subsection headings appearing in this First Amendment are
included solely for convenience of reference and are not intended to affect the interpretation of any provision of this First Amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | (e)     Severability.  If any provision contained in or obligation under this First
Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|  
|14



---

|   | (f)     Waiver of Jury Trial, Punitive Damages, Etc.  EACH OF BORROWER, TOGC,
TOGA, THE AGENT, THE COLLATERAL AGENT AND LENDERS HEREBY:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (i)      KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND
IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS
OR ANY LOAN CONTEMPLATED THEREBY OR ASSOCIATED THEREWITH, BEFORE OR AFTER MATURITY;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | (ii)     IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY
LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | (iii)    CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR
COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | (iv)     ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 6(f).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | (g)     Governing Law; Submission to Process.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE BORROWER HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS
SITTING IN THE STATE OF NEW YORK AND THE COUNTY OF NEW YORK AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT OR ANY OF ITS SUBSIDIARIES IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR THE OBLIGATIONS BY ANY MEANS ALLOWED
UNDER NEW YORK OR FEDERAL LAW. BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM
THAT ANY SUCH PROCEEDING BROUGHT I N SUCH A COURT HAS BEEN BROUGHT IN AN
|  
|  
|15



---

| | INCONVENIENT FORUM. BORROWER HAS APPOINTED CT CORPORATION AS ITS AGENT FOR SERVICE OF PROCESS IN THE STATE OF NEW YORK AND SHALL NOTIFY THE LENDERS IN
WRITING OF ANY CHANGE IN SUCH APPOINTMENT (WHICH MAY BE CHANGED ONLY TO ANOTHER CORPORATE AGENT HAVING AN ADDRESS IN NEW YORK, NEW YORK).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|
|



---

IN WITNESS WHEREOF, this Agreement is executed as of the date first written above.

|         | BORROWER: |                                                                                                | TIPPERARY CORPORATION, a Texas corporation
|-------- | --------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------
|         |           |                                                                                               
|         |           |                                                                                               
|         |           | By:/s/ David L.
Bradshaw                                                                      
|         |           | Name:  David L. Bradshaw                                                                      
|         |           | Title: President                                                                              
|         |           |                                                                                               
|         |           |                                                                                               
|TOGA:    |           | TIPPERARY OIL & GAS (AUSTRALIA) PTY LTD (ACN 077 536 871), a Queensland, Australia corporation
|         |           |                                                                                               
|         |           |                                                                                               
|         |           | By:/s/ David L. Bradshaw                                                                      
|         |           | Name:  David L. Bradshaw                                                                      
|         |           | Title: President                                                                              
|         |           |                                                                                               
|         |           |                                                                                               
|TOGC:    |           | TIPPERARY OIL & GAS CORPORATION, a Texas corporation                                          
|         |           |                                                                                               
|         |           |                                                                                               
|         |           | By:/s/ David L.
Bradshaw                                                                      
|         |           | Name:  David L. Bradshaw                                                                      
|         |           | Title: President                                                                              
|         |           |                                                                                               
|         |           |                                                                                               
|LENDERS: |           | TCW DEBT AND ROYALTY FUND VI, L.P., a California limited partnership                          
|         |           |                                                                                               
|         |           | By:  TCW Asset Management Company, a California corporation, as         General Partner       
|         |           |                                                                                               
|         |           |                                                                                               
|         |           | By:/s/ Arthur R. Carlson                                                                      
|         |           |                                                                                                | Name:     Arthur R. Carlson               
|         |           |                                                                                                | Title:       Managing Director            
|         |           |                                                                                                |                                           
|         |           |                                                                                                |                                           
|         |           |                                                                                                | By:/s/ Thomas F. Mehlberg                 
|         |           |                                                                                                | Name:     Thomas F. Mehlberg              
|         |           |                                                                                                | Title:       Managing Director            



---

| |  |                                                                                                                                                                                                                                                                 
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | TCW ASSET MANAGEMENT COMPANY, a California corporation, as Investment Manager pursuant to the Investment Management Agreement dated as of October 27, 1997 between Delta Air Lines, Inc.,
TCW Asset Management Company and Trust Company of the West            
| |  |                                                                                                                                                                                                                                                                 
| |  |                                                                                                                                                                                                                                                                 
| |  | By:/s/ Arthur R. Carlson                                                                                                                                                                                                                                        
| |  | Name:     Arthur R. Carlson                                                                                                                                                                                                                                     
| |  | Title:       Managing Director                                                                                                                                                                                                                                  
| |  |                                                                                                                                                                                                                                                                 
| |  |                                                                                                                                                                                                                                                                 
| |  | By:/s/ Thomas F. Mehlberg                                                                                                                                                                                                                                       
| |  | Name:     Thomas F. Mehlberg                                                                                                                                                                                                                                    
| |  | Title:       Managing Director                                                                                                                                                                                                                                  
| |  |                                                                                                                                                                                                                                                                 
| |  |                                                                                                                                                                                                                                                                 
| |  | TCW ASSET MANAGEMENT COMPANY, a California corporation, as Investment Manager pursuant to the Investment Management and Custody Agreement dated as of October 27, 1997 between University
of Chicago, TCW Asset Management Company and Trust Company of the West
| |  |                                                                                                                                                                                                                                                                 
| |  |                                                                                                                                                                                                                                                                 
| |  | By:/s/ Arthur R. Carlson                                                                                                                                                                                                                                        
| |  | Name:     Arthur R. Carlson                                                                                                                                                                                                                                     
| |  | Title:       Managing Director                                                                                                                                                                                                                                  
| |  |                                                                                                                                                                                                                                                                 
| |  |                                                                                                                                                                                                                                                                 
| |  | By:/s/ Thomas F. Mehlberg                                                                                                                                                                                                                                       
| |  | Name:     Thomas F. Mehlberg                                                                                                                                                                                                                                    
| |  | Title:       Managing Director                                                                                                                                                                                                                                  



---

| |  |                                                                                                                                                                                                                                                                                                               
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | TCW ASSET MANAGEMENT COMPANY, a California corporation, as Investment Manager pursuant to the Investment Management and Custody Agreement dated as of October 27, 1997 between University
of Notre Dame du Lac, TCW Asset Management Company and Trust Company of the West                                    
| |  |                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                                                                                               
| |  | By:/s/ Arthur R. Carlson                                                                                                                                                                                                                                                                                      
| |  | Name:     Arthur R. Carlson                                                                                                                                                                                                                                                                                   
| |  | Title:       Managing Director                                                                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                                                                                               
| |  | By:/s/ Thomas F. Mehlberg                                                                                                                                                                                                                                                                                     
| |  | Name:     Thomas F. Mehlberg                                                                                                                                                                                                                                                                                  
| |  | Title:       Managing Director                                                                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                                                                                               
| |  | TCW ASSET MANAGEMENT COMPANY, a California corporation, as Investment Manager pursuant to the Investment Management and Custody Agreement dated as of October 24, 1997 between William N.
Pennington Separate Property Trust dated January 1, 1991, TCW Asset Management Company and Trust Company of the West
| |  |                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                                                                                               
| |  | By:/s/ Arthur R. Carlson                                                                                                                                                                                                                                                                                      
| |  | Name:     Arthur R. Carlson                                                                                                                                                                                                                                                                                   
| |  | Title:       Managing Director                                                                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                                                                                               
| |  | By:/s/ Thomas F. Mehlberg                                                                                                                                                                                                                                                                                     
| |  | Name:     Thomas F. Mehlberg                                                                                                                                                                                                                                                                                  
| |  | Title:       Managing Director                                                                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                                                                                               

19



---

|                  |  |                                                                                                                                            |                             
|----------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------
|                  |  | LION II CUSTOM INVESTMENTS LLC LIFE INSURANCE COMPANY OF GEORGIA SECURITY LIFE OF DENVER INSURANCE COMPANYSOUTHLAND LIFE INSURANCE COMPANY
|                  |  |                                                                                                                                           
|                  |  | By:  TCW Asset Management Company, a California corporation, as Investment Manager                                                        
|                  |  |                                                                                                                                           
|                  |  | By:/s/ Arthur R. Carlson                                                                                                                  
|                  |  | Name:  Arthur R. Carlson                                                                                                                  
|                  |  | Title:    Managing Director                                                                                                               
|                  |  |                                                                                                                                           
|                  |  |                                                                                                                                           
|                  |  | By:/s/ Thomas F. Mehlberg                                                                                                                 
|                  |  | Name:   Thomas F. Mehlberg                                                                                                                
|                  |  | Title:     Managing Director                                                                                                              
|                  |  |                                                                                                                                           
|                  |  |                                                                                                                                           
|AGENT:            |  | TCW ASSET MANAGEMENT COMPANY, a California corporation                                                                                    
|                  |  |                                                                                                                                           
|                  |  |                                                                                                                                           
|                  |  | By:/s/ Arthur R. Carlson                                                                                                                  
|                  |  | Name:     Arthur R. Carlson                                                                                                               
|                  |  | Title:       Managing Director                                                                                                            
|                  |  |                                                                                                                                           
|                  |  |                                                                                                                                           
|                  |  | By:/s/ Thomas F. Mehlberg                                                                                                                 
|                  |  | Name:     Thomas F. Mehlberg                                                                                                              
|                  |  | Title:       Managing Director                                                                                                            
|                  |  |                                                                                                                                           
|COLLATERAL AGENT: |  | TCW ASSET MANAGEMENT COMPANY, a California corporation                                                                                    
|                  |  |                                                                                                                                           
|                  |  |                                                                                                                                           
|                  |  |                                                                                                                                            | By:/s/ Arthur R. Carlson    
|                  |  |                                                                                                                                            | Name:   Arthur R. Carlson   
|                  |  |                                                                                                                                            | Title:     Managing Director
|                  |  |                                                                                                                                            |                             
|                  |  |                                                                                                                                            |                             
|                  |  |                                                                                                                                            | By:/s/ Thomas F. Mehlberg   
|                  |  |                                                                                                                                            | Name:   Thomas F. Mehlberg  
|                  |  |                                                                                                                                            | Title:     Managing Director

20



---

EXHIBIT A

FORM OF SENIOR SECURED PROMISSORY NOTE

|$_____________ | New York, New York  
|-------------- | --------------------
|Note No._____  | Date: July____, 2002

FOR
VALUE RECEIVED, the undersigned, TIPPERARY CORPORATION, a Texas corporation (Promisor), hereby unconditionally promises to pay to the order of ___________________, or assigns (Holder), the principal sum of
____________ AND 00/100 DOLLARS ($_______) (or so much thereof as shall not have been repaid) on or before December 31, 2008. The undersigned also promises to pay to the Holder hereof interest on the unpaid principal hereof, at the rate set forth in
and in accordance with that certain First Amended and Restated Credit Agreement, dated as of February 2, 2001, among Promisor, TCW Asset Management Company in the capacities described therein and the other parties thereto (as amended, modified or
restated from time to time, the Credit Agreement). All undefined capitalized terms used herein shall have the meaning given in the Credit Agreement. Payments of principal and interest shall be computed on the bases set forth in
the Credit Agreement and shall be payable as follows: (i) from and after the Initial Funding Date and until this Note is repaid in full, Coupon Interest for each Calendar Quarter (or part thereof) shall be payable quarterly on the Quarterly Payment
Date, (ii) from and after the Initial Amortization Date, principal shall be payable quarterly on the Quarterly Payment Date in the amount equal to the Principal Payment for such quarter set forth in the Credit Agreement, (iii) Late Payment Rate
Interest shall be payable immediately upon accrual, and (iv) the outstanding principal balance shall be payable on the Maturity Date. Payments of principal and interest are to be made in lawful money of the United States of America in immediately
available funds.                This Note is issued pursuant to the Credit Agreement and is secured by and entitled to the benefits thereof. This Note is also
secured by certain of, and entitled to the benefits provided in, the other Loan Documents (by the terms of which agreements the Holder hereof, by its acceptance hereof, agrees to be bound), in each case to the extent provided in said agreements.
               All principal under and interest on this Note shall be payable without deduction or withholding for or on account of any present or future taxes,
duties, fees or other charges levied or imposed on this Note or the Holder by the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein. If the Promisor is required by law to make any such deduction or
withholding, it will pay the Holder such additional amounts as may be necessary so that every net payment of principal of and interest on the Note received by the Holder will not be less than the amount provided in the Credit Agreement to be then
due and payable.                THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES
LAWS, AND TRANSFER OF THIS NOTE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE CREDIT AGREEMENT.



---

Subject to the terms and conditions set forth in the Credit Agreement, upon surrender
of this Note, duly endorsed, or accompanied by a written instrument of transfer or assignment or request for reissuance, duly executed by the registered Holder hereof or such Holders attorney duly authorized in writing, one or more new Notes
for a like principal amount will be issued to, and, at the option of the Holder, registered in the name of, such Holder or the designated transferee(s) or assignee(s). Promisor may deem and treat the person in whose name this Note is registered as
the Holder and owner hereof for the purpose of receiving payments and for all other purposes whatsoever.                If an Event of Default shall occur and be
continuing, the principal of this Note may, under certain circumstances, become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.
               This Note shall be binding upon the successors and assigns of the Promisor and shall inure to the benefit of the successors and assigns of the Holder.
               This Note shall be governed by and construed in accordance with the laws of the State of New York, United States of America. Promisor hereby submits to
the nonexclusive jurisdiction of the state and federal courts sitting in the State of New York and County of New York for the purposes of all legal proceedings arising out of or relating to this Note or the transactions contemplated hereby. Promisor
irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum.

| | TIPPERARY CORPORATION, a Texas corporation
| | ------------------------------------------
| |                                           
| |                                           
| | By: __________________________________    
| | Name:    David L. Bradshaw                
| | Title:      President                     

22



---

EXHIBIT B

FORM OF SECOND AMENDMENT TO OVERRIDING ROYALTY
AGREEMENT

23



---

EXHIBIT C

FORM OF SUPPLEMENT TO OVERRIDING ROYALTY AGREEMENT

24



---

EXHIBIT D

FORM OF FIXED AND FLOATING CHARGE - BORROWER

25



---

EXHIBIT E

FORM OF FIXED AND FLOATING CHARGE - TOGC

26



---

EXHIBIT F

FORM OF AMENDMENT TO PLEDGE AND SECURITY AGREEMENT

27



---

EXHIBIT G

FORM OF AMENDMENT TO FIRST AMENDED AND RESTATED SECURITY
AGREEMENT

28



---

EXHIBIT S-1

TOGA COLLATERAL PROPERTIES

|1. | PL 90 (Petroleum Lease)                                                                        
|-- | -----------------------------------------------------------------------------------------------
|   |                                                                                                
|   | Principal Holder: Tri-Star Petroleum CompanyLocation: Fairview Field                           
|   |                                                                                                
|2. | PL 91 (Petroleum Lease)                                                                        
|   |                                                                                                
|   | Principal Holder: Tri-Star Petroleum CompanyLocation: Fairview Field                           
|   |                                                                                                
|3. | PL 92 (Petroleum Lease)                                                                        
|   |                                                                                                
|   | Principal Holder: Tri-Star Petroleum CompanyLocation: Fairview Field                           
|   |                                                                                                
|4. | PL 99 (Petroleum Lease)                                                                        
|   |                                                                                                
|   | Principal Holder: Tri-Star Petroleum CompanyLocation: Fairview South Extended                  
|   |                                                                                                
|5. | PL 100 (Petroleum Lease)                                                                       
|   |                                                                                                
|   | Principal Holder: Tri-Star Petroleum CompanyLocation: Fairview Field                           
|   |                                                                                                
|6. | ATP 526 (Authority to Prospect)                                                                
|   |                                                                                                
|   | Principal Holder: Tri-Star Petroleum CompanyLocation: North east of Injune (Bowen/Surat Basins)
|   |                                                                                                
|7. | ATP 655 (Authority to Prospect)                                                                
|   |                                                                                                
|   | Principal Holder: Tipperary CorporationLocation: Surrounding Injune (Bowen/Surat Basins)       
|   |                                                                                                
|8. | ATP 675 (Authority to Prospect)                                                                
|   |                                                                                                
|   | Principal Holder: Tipperary CorporationLocation: North west of Injune (Bowen/Surat Basins)     
|   |                                                                                                

29



---

|9.                                                                                                                                                                                 | ATP 690 (Authority to Prospect)                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------
|                                                                                                                                                                                   |                                                                                           
|                                                                                                                                                                                   | Principal Holder: Tipperary CorporationLocation: East of ATP 675 and North west of ATP 526
|                                                                                                                                                                                   |                                                                                           
|Operating Agreement between Tri-Star Petroleum Company, Tipperary Oil & Gas (Australia) Pty Ltd and the Comet Ridge Participants dated May 15, 1992, as amended from time to
time.

30



---

|Interests Owned By TOGA                           
|--------------------------------------------------
|                                                  
|                                                  
|                                                  
|All Petroleum Leases and Authority to Prospect 526
|                                                  
|                                                  
|                                                  
|Before Payout                                     
|                                                  
|                                                  
|NRI                                             
|                                                  
|                                                  
|Revenue                                           
|                                                  
|55.715625%                                        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|Authority to Prospect 655, 675 and 690            
|                                                  
|                                                  
|                                                  
|Before Payout                                     
|                                                  
|                                                  
|NRI                                             
|                                                  
|                                                  
|Revenue                                           
|                                                  
|90.000%                                           

31



---

EXHIBIT S-2

BORROWER/TOGC COLLATERAL PROPERTIES

|1. | PL 90 (Petroleum Lease)                            
|-- | ---------------------------------------------------
|   |                                                    
|   | Principal Holder: Tri-Star Petroleum Company       
|   | Location: Fairview Field                           
|   |                                                    
|2. | PL 91(Petroleum Lease)                             
|   |                                                    
|   | Principal Holder: Tri-Star Petroleum Company       
|   | Location: Fairview Field                           
|   |                                                    
|3. | PL 92(Petroleum Lease)                             
|   |                                                    
|   | Principal Holder: Tri-Star Petroleum Company       
|   | Location: Fairview Field                           
|   |                                                    
|4. | PL 99(Petroleum Lease)                             
|   |                                                    
|   | Principal Holder: Tri-Star Petroleum Company       
|   | Location: Fairview South Extended                  
|   |                                                    
|5. | PL 100(Petroleum Lease)                            
|   |                                                    
|   | Principal Holder: Tri-Star Petroleum Company       
|   | Location: Fairview Field                           
|   |                                                    
|6. | ATP 526 (Authority to Prospect)                    
|   |                                                    
|   | Principal Holder: Tri-Star Petroleum Company       
|   | Location: North east of Injune (Bowen/Surat Basins)

Operating Agreement between Tri-Star Petroleum
Company, Tipperary Oil & Gas (Australia) Pty Ltd and the Comet Ridge Participants dated May 15, 1992, as amended from time to time.

32



---

|Interests Owned By Borrower
|---------------------------
|                           
|                           
|                           
|Before Payout              
|                           
|                           
|NRI                      
|                           
|                           
|Revenue                    
|                           
|2.63671875%                
|                           
|                           
|                           
|                           
|Interests Owned By TOGC    
|                           
|                           
|                           
|                           
|Before Payout              
|                           
|                           
|NRI                      
|                           
|                           
|Revenue                    
|                           
|4.21875%                   



---

34



---

SCHEDULE 1

DISCLOSURE SCHEDULE

|1. | Re:  Article 4 of the Credit Agreement.  The Form 10-QSB of Tipperary Corporation for the Quarter Ended March 31, 2002, as well as its Annual Report on Form 10-KSB for the
year ended December 31, 2002, a copy of which has been delivered to the Agent, is incorporated.                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Re:  Section 4.1 (m) of the Credit Agreement. Subsidiaries of Tipperary Corporation:                                                                                                                                                                                                          
|   | a.          Tipperary Oil & Gas Corporation, a Texas corporation - wholly owned and parent of TOGA;                                                                                                                                                                                           
|   | b.          Burro Pipeline Corporation, a New Mexico corporation - wholly owned.                                                                                                                                                                                                              
|3. | Re:  Section 4.1 (o) of the Credit Agreement. In connection with the execution of the Loan Documents, the Borrower is obligated to pay a fee to Weisser, Johnson & Co. under an
agreement with said company dated October 15, 1998.  A copy of this agreement has been delivered to the Agent.
|4. | Re:  Section 4.1 (v) of the Credit Agreement.  Copies of all existing gas sales contracts of TOGA have been previously delivered to the Agent.                                                                                                                                                
|5. | Re:  Section 4.1 (v) of the Credit Agreement.  A Gas Imbalance Schedule as of June 30, 2002, relating to the Comet Ridge Project has been delivered to the Agent.                                                                                                                             

35



---

SCHEDULE 3

HOLDERS INDIVIDUAL NOTE AMOUNTS/PRO RATA
SHARES

|Holder                                                                                                                                                                                                          | CombinedO/S Principal andNew NoteAmount | CombinedPro RataShare | InitialNoteAmount | OutstandingInitial NotePrincipalAmount | InitialPro RataShare | NewNoteAmount | New NotePro RataShare
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | --------------------- | ----------------- | -------------------------------------- | -------------------- | ------------- | ---------------------
|TCW Debt and Royalty Fund VI, L.P., a California limited Partnership                                                                                                                                            | $10,537,416                             | 47.921431%            | $8,319,177        | $8,313,766                             | 48.936335%           | $2,223,650    | 44.47301%            
|TRUST COMPANY OF THE WEST, a California trust Company, as Sub-Custodian for the Delta Master Trust dated May 27, 1982, as amended, under the Sub-Custody Agreement and Power of
Attorney dated October 30, 1997 | $3,896,072                              | 17.718324%            | $2,849,033        | $2,847,180                             | 16.759019%           | $1,048,892    | 20.97784%            
|LION II CUSTOM INVESTMENTS LLC                                                                                                                                                                                  | $365,735                                | 1.663267%             | $267,447          | $267,273                               | 1.573216%            | $98,462       | 1.96924%             
|LIFE INSURANCE COMPANY OF GEORGIA                                                                                                                                                                               | $182,867                                | 0.831633%             | $133,724          | $133,636                               | 0.786608%            | $49,231       | 0.98462%             
|SECURITY LIFE OF DENVER INSURANCE COMPANY                                                                                                                                                                       | $914,338                                | 4.158172%             | $668,617          | $668,182                               | 3.933041%            | $246,156      | 4.92312%             
|SOUTHLAND LIFE INSURANCE COMPANY                                                                                                                                                                                | $365,735                                | 1.663267%             | $267,447          | $267,273                               | 1.573217%            | $98,462       | 1.96924%             
|TRUST COMPANY OF THE WEST, a California trust company, as Custodian for the University of Chicago                                                                                                               | $1,138,872                              | 5.179294%             | $1,139,613        | $1,138,872                             | 6.703607%            | $0            | 0.00000%             
|TRUST COMPANY OF THE WEST, a California trust company, as Custodian for the University of Notre Dame du Lac                                                                                                     | $691,834                                | 3.146282%             | $505,909          | $505,580                               | 2.975937%            | $186,254      | 3.72509%             
|TRUST COMPANY OF THE WEST, a California trust company, as Custodian for William N. Pennington Separate Property Trust dated January 1, 1991                                                                     | $3,896,073                              | 17.718329%            | $2,849,033        | $2,847,180                             | 16.759020%           | $1,048,893    | 20.97784%            
|TOTAL                                                                                                                                                                                                           | $21,988,942                             | 100.000000%           | $17,000,000       | $16,988,942                            | 100.000000%          | $5,000,000    | 100.00000%           

36



---

SCHEDULE 4

SECURITY SCHEDULE

|Party    | Collateral                                                                                                                                                                                                                                            | Instrument(S)                                                                                          | Where Filed          | Timing Requirement
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | -------------------- | ------------------
|Borrower | All interests in TOGA All interests in TOGC to the extent related to TOGA Any
Inter-company Debt owed by TOGC or TOGA to Borrower All rights, claims and interests in the Tri-Star Litigation All interests of Borrower
in Acquired TC/TOGC Interests | Borrower Pledge and Security Agreement UCC-1 Financing Statement Amendment
toUCC-1 Financing Statement | TX, CO, NYTX, CO, NY |                   
|         | All funds received from TOGA or TOGC in Borrower-TOGC Collateral Account                                                                                                                                                                              | Borrower-TOGA Collateral Account Agreement                                                             |                      |                   
|         | All interests of Borrower in Acquired TC/TOGC Interests                                                                                                                                                                                               | Australian Fixed and Floating Charge Document                                                          | Queensland           |                   
|TOGC     | Capital Stock of TOGA Inter-company Debt owed from TOGA All other interests in
TOGA All rights, claims and interests in the Tri-Star Litigation All interests of TOGC in Acquired TC/TOGC Interests                                                   | TOGC Pledge and Security Agreement UCC-1 Financing Statement Amendment to
UCC-1 Financing Statement    | TX, CO, NYTX, CO, NY |                   
|         | All funds received from TOGA in Borrower-TOGC Collateral Account                                                                                                                                                                                      | Borrower-TOGC Collateral Account Agreement                                                             |                      |                   
|         | All interests of TOGC in Acquired TC/TOGC                                                                                                                                                                                                             | Australian Fixed and Floating Charge                                                                   | Queensland           |                   

37



---

|          | Interests                                                                                                                                      | Document                                          |                      | 
|--------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | -------------------- | 
|Guarantor |                                                                                                                                                | Guarantee Agreement                               | Queensland           | 
|          | All rights, claims and interest under Project JOA and in the Tri-Star Litigation All assets of TOGA
including all interests in ATPs and Leases | TOGA Security Agreement UCC-1 Financing Statement | TX, CO, NYQueensland | 
|          | All assets of TOGA including all interests in ATPs and Leases                                                                                  | Australian Fixed and Floating Charge Document     | Queensland           | 
|          | All funds in the TOGA Dollar Collateral Account                                                                                                | TOGA Dollar Collateral Account Agreement          |                      | 
|          | All funds in the TOGA Australian Collateral Account                                                                                            | TOGA Australian Collateral Account Agreement      |                      | 

38