Exhibit 4.79(f)


 


SECURITY
AGREEMENT


 


THIS SECURITY AGREEMENT (this “Agreement”) is made as of 9 June,
2004, by Tipperary Corporation, a Texas corporation (“TC”), and
Tipperary Oil & Gas Corporation, a Texas corporation (“TOGC”) (TC
and TOGC are sometimes collectively referred to herein as “Debtors” and
each individually as a “Debtor”) in favor of ANZ Fiduciary Services Pty
Ltd., as Security Trustee of the trust established under the Security Trust
Deed (described in the Facilities Agreement) (“Secured Party”).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, Tipperary Oil & Gas (Australia) Pty Limited (“Borrower”),
Debtors, Tipperary CSG Inc. (“TCSG”), Slough Estates USA Inc. (“Slough”),
Slough Estates plc, Australia and New Zealand Banking Group Limited, as Agent,
and as Working Capital Facility Provider, BOS International (Australia)
Limited, as Technical Bank, Secured Party, Tipperary Pastoral Company Pty Ltd
(“Pastoral”), each of the parties listed as Hedge Providers, and each of
the financial institutions listed as financiers (collectively, the “Financiers”)
are parties to the Comet Ridge Project Facilities Agreement of even date
herewith (as from time to time amended, supplemented, or restated, the “Facilities
Agreement”); and


 


WHEREAS, pursuant to the Finance Documents further described in the
Facilities Agreement, Security Beneficiaries have agreed to extend credit to
Borrower; and


 


WHEREAS, in order to induce Security Beneficiaries to extend such
credit pursuant to the Finance Documents, Debtors have agreed to grant to
Secured Party, for the benefit of Security Beneficiaries, a security interest
in the Collateral as defined herein; and


 


WHEREAS, the Board of Directors of each of TC and TOGC has determined
that the execution, delivery and performance of this Agreement may reasonably
be expected to benefit such Debtor, directly or indirectly, and are in the best
interests of such Debtor;


 


NOW, THEREFORE, in consideration of the premises and in order to induce
Security Beneficiaries to extend such credit under the Finance Documents,
Debtors hereby agree with Secured Party, for the benefit of Security
Beneficiaries and Secured Party, as follows:


 


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ARTICLE I




Definitions
and References


 


Section 1.1.                                   General
Definitions.  As used herein, the
terms “Agreement”, “TC”, “TOGC”, “Debtors”, “Borrower”, “Pastoral” and
“Facilities Agreement” shall have the meanings indicated above, and the
following terms shall have the following meanings:


 


“Bank Accounts” means at any time the right, title and interest
of TC in and in connection with the Project Accounts including its right, title
and interest in and to (a) repayment of any money in the Project Accounts on
the date of this Agreement, (b) repayment of money which is credited to the Project
Accounts after the date of this Agreement; and (c) interest payable on and
after the date of this Agreement on money credited to the Project Accounts
(whether or not the interest is credited to the Project Accounts).


 


“Collateral” means all property, of whatever type, directly
related to the Comet Ridge Project, which is described in Section 2.1 as
being at any time subject to a security interest granted hereunder to Secured
Party.


 


“Comet Ridge Project” means the Comet Ridge coal seam gas
project in the Bowen Basin, Queensland, conducted by the parties to the
operating agreement, as further described in the Facilities Agreement.


 


“Commitment” means the agreement or commitment by Security
Beneficiaries to make loans or otherwise extend credit to Borrower under the
Finance Document, and any other agreement, commitment, statement of terms or
other document contemplating the making of loans or advances or other extension
of credit by Security Beneficiaries or Secured Party to or for the account of
Borrower which is now or at any time hereafter intended to be secured by the
Collateral under this Agreement.


 


“Finance Documents”, “Insurance Policies”, and “Project
Assets” each have the meaning assigned to such terms in the Facilities
Agreement.


 


“Financiers” means the Persons who are from time to time
“Financiers” as defined in the Facilities Agreement.


 


“First Recalculation Date” has the meaning assigned to such term
in the Facilities Agreement.


 


“Guaranty” means that certain Guaranty of even date herewith
between TC, TOGC, TCGS and Slough as Guarantors and Secured Party as Guaranty
Trustee.


 


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“Hedge Providers” means the Persons who are from time to time
“Hedge Providers” as defined in the Facilities Agreement.


 


“Intercompany Debt” means all indebtedness and obligations now
or hereafter owed by Borrower, TCSG or Pastoral to TOGC or TC.


 


“Lien” means, with respect to any property or assets, any right
or interest therein of a creditor to secure obligations owed to it or any other
arrangement with such creditor which provides for the payment of such
obligations out of such property or assets or which allows such creditor to
have such obligations satisfied out of such property or assets prior to the
general creditors of any owner thereof, including any lien, mortgage, security
interest, pledge, deposit, production payment, rights of a vendor under any
title retention or conditional sale agreement or lease substantially equivalent
thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or
encumbrance for security purposes, whether arising by law or agreement or
otherwise, but excluding any right of offset which arises without agreement in
the ordinary course of business.  “Lien”
also means any filed financing statement, any registration of a pledge (such as
with an issuer of uncertificated securities), or any other arrangement or
action which serve to perfect a Lien described in the preceding sentence,
regardless of whether such financing statement is filed, such registration is
made, or such arrangement or action is undertaken before or after such Lien
exists.


 


“Operator” has the meaning assigned to such term in the
Facilities Agreement.


 


“Other Liable Party” means any Person, other than Debtors, who
may now or may at any time hereafter be primarily or secondarily liable for any
of the Secured Obligations or who may now or may at any time hereafter have
granted to Secured Party or Security Beneficiaries a Lien upon any property as
security for the Secured Obligations.


 


“Person” means an individual, corporation, general partnership,
limited partnership, limited liability company, association, joint stock
company, trust or trustee thereof, estate or executor thereof, court,
administrative agency, or any other legally recognizable entity.


 


“Proceeds” means, with respect to any property of any kind, all
proceeds of, and all other profits, products, rentals or receipts, in whatever
form, arising from any sale, exchange, collection, lease, licensing or other
disposition of, distribution in respect of, or other realization upon, such
property, including all claims against third parties for loss of, damage to or
destruction of, or for proceeds payable under (or unearned premiums with
respect to) insurance in respect of, such property (regardless of whether
Secured Party is named a loss payee thereunder), and any payments paid or owing
by any third party under any indemnity, warranty, or guaranty with respect to
such property, and any condemnation or requisition payments with respect to
such property, in each case whether now existing or hereafter arising.


 


“Project Support Deed” means that certain Project Support Deed
of even date herewith among Debtors, TCSG and Borrower, as from time to time
amended, modified or restated.


 


3

















 


“Secured Obligations” has the meaning given such term in
Section 2.2.


 


“Secured Party” means the Person named as such at the beginning
of this Agreement, together with its successors and assigns.


 


“Security Beneficiary” means the Agent (for its own account or
for the account of another Security Beneficiary), the Secured Party (for its
own account or for the account of another Security Beneficiary), each
Financier, each Hedge Provider, the Technical Bank, the Working Capital
Facility Provider, and each other person the Secured Party and the Borrower
agree in writing from time to time is a Security Beneficiary (for its own
account or for the account of another Security Beneficiary).


 


“UCC” means the Uniform Commercial Code in effect in the State
of Texas from time to time.


 


“Warranty Notice” has the meaning assigned such term in the
Facilities Agreement.


 


Section 1.2.                                   Other Definitions.  Reference is hereby made to the Facilities
Agreement for a statement of the terms thereof.  All capitalized terms used in this Agreement which are defined in
the Facilities Agreement and not otherwise defined herein shall have the same
meanings as set forth in the Facilities Agreement and for those not defined
therein which are defined in the Security Trust Deed (as described in the
Facilities Agreement), shall have the meanings when used therein. All terms
used in this Agreement which are defined in the UCC and not otherwise defined
herein or in the Facilities Agreement shall have the same meanings herein as
set forth therein, except where the context otherwise requires.  The parties intend that the terms used
herein which are defined in the UCC have, at all times, the broadest and most
inclusive meanings possible.  Accordingly,
if the UCC shall in the future be amended or held by a court to define any term
used herein more broadly or inclusively than the UCC in effect on the date
hereof, then such term, as used herein, shall be given such broadened meaning.  If the UCC shall in the future be amended or
held by a court to define any term used herein more narrowly, or less
inclusively, than the UCC in effect on the date hereof, such amendment or
holding shall be disregarded in defining terms used herein.


 


Section 1.3.                                   Attachments.  All exhibits or schedules which may be
attached to this Agreement, as initialed (or executed) by the parties are a
part hereof for all purposes.


 


Section 1.4.                                   Amendment of
Defined Instruments.  Unless the
context otherwise requires or unless otherwise provided herein, references in
this Agreement to a particular agreement, instrument or document (including,
but not limited to, references in Section 2.1) also refer to and include
all renewals, extensions, amendments, modifications, supplements or restatements
of any such agreement, instrument or document, provided that nothing contained
in this Section shall be construed to authorize any Person to execute or
enter into any such renewal, extension, amendment, modification, supplement or
restatement.


 


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Section 1.5.                                   References and
Titles.  All references in this
Agreement to Exhibits, Articles, Sections, subsections, and other subdivisions
refer to the Exhibits, Articles, Sections, subsections and other subdivisions
of this Agreement unless expressly provided otherwise.  Titles appearing at the beginning of any
subdivision are for convenience only and do not constitute any part of any such
subdivision and shall be disregarded in construing the language contained in
this Agreement.  The words “this
Agreement”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar
import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited.  The
phrases “this Section” and “this subsection” and similar phrases refer only to
the Sections or subsections hereof in which the phrase occurs.  The word “or” is not exclusive, and the word
“including” (in all of its forms) means “including without limitation”.  Pronouns in masculine, feminine and neuter
gender shall be construed to include any other gender, and words in the
singular form shall be construed to include the plural and vice versa unless
the context otherwise requires.


 


ARTICLE II




Security
Interest


 


Section 2.1.                                   Grant of Security
Interest.  As collateral security
for all of the Secured Obligations,


 


(a)                                  TC
hereby pledges and assigns to Secured Party and grants to Secured Party a
continuing security interest, for the benefit of Security Beneficiaries, in and
to all right, title and interest of TC in and to any and all of the following
property, whether now owned or existing or hereafter acquired or arising and
regardless of where located:


 


(i)                                     the
Project Assets.


 


(ii)                                  interests
in, and arising under, insurance policies (including the Insurance Policies)
and all proceeds of any claim under those policies insofar as they relate to
the Comet Ridge Project.


 


(iii)                               manufacturers’
and contractors’ warranties, and other bonds and performance guarantees held by
such Debtor insofar as they relate to the Comet Ridge Project.


 


(iv)                              each
other document connected with the Comet Ridge Project to which such Debtor is a
party or has the benefit of and which is designated as Collateral by the
Secured Party by notice in writing to the Borrower.


 


(v)                                 all
Intercompany Debt; provided, however, that nothing in this paragraph 2.1(a)(v)
shall be deemed to create a security interest in (1) any receivables between
TOGC and TC, (2) any receivables between TC and Slough, and (3) any receivables
between TOGC and Slough.


 


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(vi)                              the
Project Support Deed.


 


(vii)                           Revenue,
the Bank Accounts and the balance of the Bank Accounts from time to time.


 


(viii)                        all
present and future instruments (negotiable or otherwise) in connection with the
above documents, including all choses in action existing at the date hereof or
which arise after that time in favor of such Debtor in connection with those
documents.


 


(ix)                                all Proceeds of any and
all of the foregoing Collateral; excluding, however, proceeds of Intercompany
Debt received by TC in accordance with the terms of the Facilities Agreement
and the Subordination Deed during any period of time no Event of Default or
Potential Event of Default has occurred and is continuing.


 


Without limiting the generality of the foregoing, the Collateral
includes all of TC’s right, title and interests related to any of the foregoing
arising from or connected with the Comet Ridge Project, whether such right,
title or interest is legal, beneficial, equitable or otherwise including any
right, title or interest arising as a result of the Operator holding an
interest in any of the foregoing whether on trust (express, implied,
constructive, by operation of law or otherwise) or otherwise for TC.


 


(b)                                 TOGC
hereby pledges and assigns to Secured Party and grants to Secured Party a
continuing security interest, for the benefit of Security Beneficiaries, in and
to all right, title and interest of TOGC in and to any and all of the following
property, whether now owned or existing or hereafter acquired or arising and
regardless of where located:


 


(i)                                     all
Intercompany Debt; provided, however, that nothing in this paragraph 2.1(b)(i)
shall be deemed to create a security interest in (1) any receivables between
TOGC and TC, (2) any receivables between TC and Slough, and (3) any receivables
between TOGC and Slough.


 


(ii)                                  all
Deeds of Assignment listed on Exhibit A hereto and all property purported to be
assigned thereunder.


 


(iii)                               the
Project Support Deed.


 


(iv)                              all
Proceeds of any and all of the foregoing Collateral; excluding, however,
proceeds of Intercompany Debt received by TOGC in accordance with the terms of
the Facilities Agreement and the Subordination Deed during any period of time
no Event of Default or Potential Event of Default has occurred and is
continuing.


 


6

















 


In each case, the foregoing shall be covered by this Agreement, whether
such Debtor’s ownership or other rights therein are presently held or hereafter
acquired and howsoever such Debtor’s interests therein may arise or appear
(whether by ownership, security interest, claim or otherwise).  By their acceptance of this Agreement,
Secured Party and each Security Beneficiary acknowledges the execution of the
Deeds of Assignment and the purported assignment pursuant thereto of the
property described therein to Borrower or TCSG.


 


Section 2.2.                                   Secured
Obligations Secured.  The security
interest created hereby in the Collateral constitutes continuing collateral
security for all of the following obligations, indebtedness and liabilities,
whether now existing or hereafter incurred or arising:


 


(a)                                  Finance
Document Indebtedness.  The payment
by Borrower, as and when due and payable, of all amounts from time to time
owing by Borrower under or in respect of any of the Finance Documents.


 


(b)                                 Guaranteed
Indebtedness. The payment by Debtors, when due and payable, of all amounts
from time to time owing by Debtors under or in respect of their guaranty in the
Facilities Agreement and that certain Guaranty.


 


(c)                                  Renewals.  All renewals, extensions, amendments,
modifications, supplements, or restatements of or substitutions for any of the
foregoing.


 


As used herein, the term “Secured Obligations” refers to all present and
future indebtedness, obligations and liabilities of whatever type which are
described above in this section, including any interest which accrues after the
commencement of any case, proceeding, or other action relating to the
bankruptcy, insolvency, or reorganization of Debtors and Borrower.  Debtors hereby acknowledge that the Secured
Obligations are owed to the various Security Beneficiaries and that each
Security Beneficiary is entitled to the benefits of the Liens given under this
Agreement.  It is the intention of each
Debtor and Secured Party that this Agreement not constitute a fraudulent
transfer or fraudulent conveyance under any state or federal law that may be
applied hereto.  Each Debtor and, by its
acceptance hereof, Secured Party hereby acknowledges and agrees that,
notwithstanding any other provision of this Agreement: (a) the indebtedness
secured hereby shall be limited to the maximum amount of indebtedness that can
be incurred or secured by such Debtor without rendering this Agreement subject
to avoidance under Section 548 of the United States Bankruptcy Code or any
comparable provisions of any applicable state or federal law, and (b) the
Collateral pledged by each Debtor hereunder shall be limited to the maximum
amount of Collateral that can be pledged by such Debtor without rendering this
Agreement subject to avoidance under Section 548 of the United States
Bankruptcy Code or any comparable provisions of any applicable state or federal
law.


 


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ARTICLE III




Representations,
Warranties and Covenants


 


Section 3.1.                                   Representations
and Warranties.  Each of the
representations and warranties in the Facilities Agreement made by Debtors is
true and correct.  In addition, each
Debtor hereby represents and warrants to Secured Party and Security
Beneficiaries (except in relation to matters disclosed to Secured Party and
Security Beneficiaries by the relevant party and accepted by Secured Party in
writing, or disclosed and accepted in some other manner with which Secured
Party agrees) as follows:


 


(a)                                  Ownership
Free of Liens.


 


(i)                   As of the First Recalculation Date,
such Debtor has good and marketable title to the Collateral, free and clear of
all Liens, encumbrances or adverse claims except for any Permitted Encumbrance.


 


(ii)                No effective financing statement or
other registration or instrument similar in effect covering all or any part of
the Collateral is on file in any recording office except any which have been
filed in favor of Secured Party relating to this Agreement.  None of the Collateral is in the possession
of any Person other than Debtors or Secured Party, except for Collateral being
transported in the ordinary course of business.


 


(b)                                 No
Conflicts or Consents.  Except as
expressly contemplated in the Finance Documents, no consent, approval,
authorization or order of, and no notice to or filing with any court,
governmental authority or third party is required in connection with the grant
by Debtors of the security interest herein, or the exercise by Secured Party of
its rights and remedies hereunder.


 


(c)                                  Security
Interest.


 


(i)                                     Debtors have and
will have at all times full right, corporate power and corporate authority to
grant a security interest in the Collateral to Secured Party as provided herein,
free and clear of any Lien, adverse claim, or encumbrance except for any
Permitted Encumbrance.  This Agreement
creates a valid and binding security interest in favor of Secured Party in the
Collateral, which security interest secures all of the Secured Obligations.


 


(ii)                                  As of the First
Recalculation Date, Debtors have and will have at all times full right, power
and authority to grant a security interest in the Collateral to Secured Party
as provided herein, free and clear of any Lien, adverse claim or encumbrance
except for any Permitted Encumbrance.


 


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(d)                                 Perfection.  The taking possession by Secured Party of
all money constituting Collateral from time to time will perfect, and establish
the first priority of, Secured Party’s security interest hereunder in such
Collateral.  The filing of a financing
statement with the secretary of state (or equivalent governmental official) of
the state in which Debtors are organized which sufficiently describes all other
Collateral will perfect, and establish the first priority of, Secured Party’s
security interest hereunder in such Collateral.  No further or subsequent filing, recording, registration, other
public notice or other action is necessary or desirable to perfect or otherwise
continue, preserve or protect such security interest in the state of
organization of the relevant Debtor except (i) for continuation statements
described in UCC ‘9.515(d), (ii) for filings required to be filed in the event
of a change in the name, identity, or corporate structure of a Debtor, or (iii)
in the event any financing statement filed by Secured Party relating hereto
otherwise becomes inaccurate or incomplete.


 


(e)                                  Solvency.  Each Debtor is not “insolvent” on the date
hereof (that is, the sum of each Debtor=s absolute and contingent liabilities,
including the Secured Obligations, does not exceed the fair market value of
such Debtor=s assets).  Each Debtor=s
capital is adequate for the businesses in which such Debtor is engaged and
intends to be engaged.  Each Debtor has
not incurred (whether hereby or otherwise), nor does such Debtor intend to
incur or believe that it will incur, debts which will be beyond its ability to
pay as such debts mature.


 


(f)                                    Finance
Documents.  Each Debtor gives and
repeats the representations and warranties set forth above, to the Secured
Party, at the same time as it gives or repeats the representations or
warranties in the Facilities Agreement or any other Finance Document.


 


Section 3.2.                                   General Covenants
Applicable to Collateral.  Unless
Secured Party shall otherwise consent in writing, Debtors will at all times
comply with the covenants contained in the Facilities Agreement which are
applicable to Debtors for so long as any part of the Secured Obligations or the
Commitment is outstanding.  In addition,
Debtors will at all times comply with the covenants contained in this
Section 3.2.


 


(a)                                  Change
of Name, Location, or Structure; Additional Filings.  Debtors recognize that financing statements
pertaining to the Collateral have been or may be filed with the secretary of
state (or equivalent governmental official) of the state in which Debtors are
organized.  Without limitation of any
other covenant in the Finance Documents, no Debtor will cause or permit any
change to be made in its name, identity or corporate structure, or any change
to be made to its jurisdiction of organization, unless such Debtor shall have
first (1) notified Secured Party of such change at least forty-five (45) days
prior to the effective date of such change, (2) taken all action requested by
Secured Party (under the following subsection (b) or otherwise) for the
purpose of further confirming and protecting Secured Party’s security interests
and rights under this


 


9

















 


Agreement and the perfection and priority thereof, and (3) if requested
by Secured Party, provided to Secured Party a legal opinion to its satisfaction
confirming that such change will not adversely affect in any way Secured
Party’s security interests and rights under this Agreement or the perfection or
priority thereof.  In any notice
furnished pursuant to this subsection, Debtors will expressly state that the
notice is required by this Agreement and contains facts that may require
additional filings of financing statements or other notices for the purposes of
continuing perfection of Secured Party’s security interest in the Collateral.


 


(b)                                 Further
Assurances.  Debtors will, at their
expense as from time to time requested by Secured Party, promptly execute and
deliver all further instruments, agreements, filings and registrations, and
take all further action, in order:  (i)
to confirm and validate this Agreement and Secured Party’s rights and remedies
hereunder, (ii) to correct any errors or omissions in the descriptions herein
of the Secured Obligations or the Collateral or in any other provisions hereof,
(iii) to perfect, register and protect the security interests and rights
created or purported to be created hereby or to maintain or upgrade in rank the
priority of such security interests and rights, including without limitation
registering such security interests and rights in any international
jurisdiction deemed necessary by Secured Party including Australia, (iv) to enable
Secured Party to exercise and enforce its rights and remedies hereunder in
respect of the Collateral, or (v) to otherwise give Secured Party the full
benefits of the rights and remedies described in or granted under this
Agreement.  As part of the foregoing
Debtors will, whenever requested by Secured Party (1) execute and file any
financing statements, continuation statements, and other filings or
registrations relating to Secured Party’s security interests and rights
hereunder, and any amendments thereto, and (2) mark their books and records
relating to any Collateral to reflect that such Collateral is subject to this
Agreement and the security interests hereunder.  To the extent requested by Secured Party from time to time,
Debtors will obtain from any material account debtor or other obligor on the
Collateral the acknowledgment of such account debtor or obligor that such
Collateral is subject to this Agreement.


 


(c)                                  Inspection
of Collateral.  Debtors will keep
adequate records concerning the Collateral and will permit Secured Party and
all representatives appointed by Secured Party, including independent
accountants, agents, attorneys, appraisers and any other persons, to inspect
any of the Collateral and the books and records of or relating to the Collateral
at any time during normal business hours, and to make photocopies and
photographs thereof, and to write down and record any information which such
representatives obtain.


 


(d)                                 Ownership,
Liens, Possession and Transfers.  As
of the First Recalculation Date, Debtors will maintain good and marketable
title to all Collateral, free and clear of all Liens, encumbrances or adverse
claims except for Permitted Encumbrances. 
Debtors will not grant or allow to remain in effect, and Debtors will
cause to be terminated, any


 


10

















 


financing statement or other registration or instrument similar in
effect covering all or any part of the Collateral, except any which have been
filed in favor of Secured Party relating to this Agreement.  Debtors will defend Secured Party’s right,
title and special property and security interest in and to the Collateral
against the claims of any Person.


 


(e)                                  Impairment
of Security Interest.  Debtors will
not take or fail to take any action which would in any manner impair the
enforceability of Secured Party’s security interest in any Collateral.


 


(f)                                    Finance
Documents.  Each Debtor agrees to
comply with all of its obligations under the Finance Documents in accordance
with their terms.


 


ARTICLE IV



Remedies, Powers and Authorizations


 


Section 4.1.                                   Normal Provisions
Concerning the Collateral.


 


(a)                                  Authorization
to File Financing Statements.  Each
Debtor hereby irrevocably authorizes Secured Party at any time and from time to
time to file, without the signature of such Debtor, in any jurisdiction
(including without limitation any international jurisdiction deemed necessary
by Secured Party including any jurisdiction in Australia) any amendments to
existing financing statements, any initial financing statements and amendments
thereto and any registration forms that (i) indicate the Collateral; (ii)
contain any other information required by subchapter E of Chapter 9 of the UCC
for the sufficiency or filing office acceptance of any financing statement or
amendment, including whether such Debtor is an organization, the type of
organization and any organization identification number issued to Debtor; and
(iii) are necessary to properly effectuate the transactions described in the
Finance Documents, as determined by Secured Party in its commercially
reasonable discretion.  Each Debtor
agrees to furnish any such information to Secured Party promptly upon written
request.  Each Debtor further agrees
that a carbon, photographic or other reproduction of this Agreement or any
financing statement describing any Collateral is sufficient as a financing
statement and may be filed in any jurisdiction by Secured Party.


 


(b)                                 Power
of Attorney.  Each Debtor hereby
appoints Secured Party as such Debtor’s attorney-in-fact and proxy, with full
authority in the place and stead of such Debtor and in the name of such Debtor
or otherwise, upon an Event of Default which shall have occurred and be
continuing, to take any action and to execute any instrument which Secured
Party may deem necessary or advisable to accomplish the purposes of this
Agreement including any action or instrument:  (i) to obtain and
adjust any insurance required to be paid to Secured Party pursuant to any
Finance Document; (ii) to ask, demand, collect, sue for, recover, compound,
receive and give acquittance and receipts for moneys due and to become due
under or in respect of any of the Collateral; (iii) to


 


11

















 


receive, indorse and collect any drafts or other instruments or
documents; (iv) to enforce any obligations included among the Collateral; and
(v) to file any claims or take any action or institute any proceedings which
Secured Party may deem necessary or desirable for the collection of any of the
Collateral or otherwise to enforce the rights of such Debtor or Secured Party
with respect to any of the Collateral. 
Each Debtor hereby acknowledges that such power of attorney and proxy
are coupled with an interest, are irrevocable, and are to be used by Secured
Party for the sole benefit of Security Beneficiaries.


 


(c)                                  Performance
by Secured Party.  If Debtors fail
to perform any agreement or obligation contained herein, Secured Party may
itself perform, or cause performance of, such agreement or obligation, and the
reasonable expenses of Secured Party incurred in connection therewith shall be
payable by Debtors under Section 4.4.


 


Section 4.2.                                   Event of Default
Remedies.  If an Event of Default
shall have occurred and be continuing, Secured Party may from time to time in
its discretion, without limitation and without notice except as expressly
provided below:


 


(a)                                  exercise
in respect of the Collateral, in addition to any other rights and remedies
provided for herein, under the other Finance Documents, or otherwise available
to it, all the rights, remedies, duties and obligations of a secured party on
default under the UCC (whether or not the UCC applies to the affected
Collateral);


 


(b)                                 require
Debtors to, and Debtors hereby agree that they will at their expense and upon
written request of Secured Party forthwith, assemble all or part of the
Collateral as directed by Secured Party and make it (together with all books,
records and information of Debtors relating thereto) available to Secured Party
at a place to be designated by Secured Party which is reasonably convenient to
both parties;


 


(c)                                  prior
to the disposition of any Collateral, (i) to the extent permitted by applicable
law, enter, with or without process of law and without breach of the peace, any
premises where any of the Collateral is or may be located, and without charge
or liability to Secured Party seize and remove such Collateral from such
premises, (ii) have access to and use the Debtors’ books, records, and
information relating to the Collateral, and (iii) store or transfer any of the
Collateral without charge in or by means of any storage or transportation
facility owned or leased by Debtors, process, repair or recondition any of the
Collateral or otherwise prepare it for disposition in any manner;


 


(d)                                 reduce
its claim to judgment or foreclose or otherwise enforce, in whole or in part,
the security interest created hereby by any available judicial procedure;


 


(e)                                  subject
to the requirements and obligations of a secured party under the UCC, dispose of,
at its office, on the premises of Debtors or elsewhere, all or any part of the
Collateral, as a unit or in parcels, by public or private proceedings, and by
way of one or more contracts (it being agreed that the sale of any part of the
Collateral shall not


 


12

















 


exhaust Secured Party’s power of sale, but sales may be made from time
to time, and at any time, until all of the Collateral has been sold or until
the Secured Obligations have been paid and performed in full), and at any such
sale it shall not be necessary to exhibit any of the Collateral;


 


(f)                                    subject
to the requirements and obligations of a secured party under the UCC, buy (or
allow one or more of the Security Beneficiaries to buy) the Collateral, or any
part thereof, at any public sale;


 


(g)                                 subject
to the requirements and obligations of a secured party under the UCC ,buy (or
allow one or more of the Security Beneficiaries to buy) the Collateral, or any
part thereof, at any private sale if the Collateral is of a type customarily
sold in a recognized market or is of a type which is the subject of widely
distributed standard price quotations; and


 


(h)                                 apply
by appropriate judicial proceedings for appointment of a receiver for the
Collateral, or any part thereof, and Debtors hereby consent to any such
appointment.


 


Debtors agree that, to the extent notice of sale shall be required by
law, at least ten (10) days’ notice to Debtors of the time and place of any
public sale or the time after which any private sale is to be made shall
constitute reasonable notification. 
Secured Party shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given.  Secured Party may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned.


 


Section 4.3.                                   Application of
Proceeds.  If any Event of Default
shall have occurred and be continuing, Secured Party may in its discretion
apply any cash held by Secured Party as Collateral, and any cash proceeds
received by Secured Party in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral, to any or all of the
following in such order as Secured Party may (subject to the rights of Security
Beneficiaries under the Facilities Agreement) elect:


 


(a)                                  To
the repayment of the reasonable costs and expenses, including reasonable
attorneys’ fees and legal expenses, incurred by Secured Party in connection
with (i) the administration of this Agreement, (ii) the custody, preservation,
use or operation of, or the sale of, collection from, or other realization
upon, any Collateral, (iii) the exercise or enforcement of any of the rights of
Secured Party hereunder, or (iv) the failure of Debtors to perform or observe
any of the provisions hereof;


 


(b)                                 To
the payment or other satisfaction of any Liens, encumbrances, or adverse claims
upon or against any of the Collateral;


 


13

















 


(c)                                  To
the reimbursement of Secured Party for the amount of any obligations of Debtors
or any Other Liable Party paid or discharged by Secured Party pursuant to the
provisions of this Agreement or the other Finance Documents, and of any
expenses of Secured Party payable by Debtor hereunder or under the other
Finance Documents;


 


(d)                                 As
set forth in the Comet Ridge Project Security Deed and the Facilities
Agreement;


 


(e)                                  By
holding the same as Collateral;


 


(f)                                    To
the payment of any other amounts required by applicable law (including any
provision of the UCC); and


 


(g)                                 By
delivery to Debtors or to whoever shall be lawfully entitled to receive the
same or as a court of competent jurisdiction shall direct.


 


Section 4.4.                                   Indemnity and
Expenses.  In addition to, but not
in qualification or limitation of, any similar obligations under other Finance
Documents:


 


(a)                                  Debtors
will indemnify Secured Party and each Security Beneficiary from and against any
and all claims, losses and liabilities growing out of or resulting from this
Agreement (including enforcement of this Agreement), WHETHER OR NOT SUCH
CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR
ARISING OUT OF SUCH INDEMNIFIED PARTY’S OWN NEGLIGENCE OR STRICT LIABILITY,
except to the extent such claims, losses or liabilities are proximately caused
by such indemnified party’s individual gross negligence or willful misconduct.


 


(b)                                 Debtors
will upon demand pay to Secured Party the amount of any and all costs and
expenses, including the reasonable fees and disbursements of Secured Party’s
counsel and of any experts and agents, which Secured Party may incur in
connection with (i) the transactions which give rise to this Agreement,
(ii) the preparation of this Agreement and the perfection and preservation
of this security interest created under this Agreement, (iii) the
administration of this Agreement; (iv) the custody, preservation, use or
operation of, or the sale of, collection from, or other realization upon, any
Collateral, except expenses resulting from Secured Party’s individual gross
negligence or willful misconduct. 
Debtors will also upon demand pay to Secured Party the amount of any and
all costs and expenses, including the fees and disbursements of Secured Party’s
counsel and of any experts and agents, which Secured Party may incur in
connection with (i) the exercise or enforcement of any of the rights of
Secured Party hereunder; or (ii) the failure by Debtors to perform or observe
any of the provisions hereof, except expenses resulting from Secured Party’s
individual gross negligence or willful misconduct.


 


14

















 


Section 4.5.                                   Non-Judicial
Remedies.  In granting to Secured
Party the power to enforce its rights hereunder without prior judicial process
or judicial hearing, Debtors expressly waive, renounce and knowingly relinquish
any legal right which might otherwise require Secured Party to enforce its
rights by judicial process.  In so providing
for non-judicial remedies, Debtors recognize and concede that such remedies are
consistent with the usage of trade, are responsive to commercial necessity, and
are the result of a bargain at arm’s length. 
Nothing herein is intended, however, to prevent Secured Party from
resorting to judicial process at its option.


 


Section 4.6.                                   Limited Recourse.  The liability of each Debtor to pay any amount under
this Agreement may be discharged from, and the recourse of the Secured Party or
any Security Beneficiary with respect to such Debtor (in respect of such
liability) is limited to, only the Collateral, despite anything else to the
contrary herein or in any of the Finance Documents, and only subject to the
terms of this Section 4.6. The Secured Party or any Security Beneficiary
may (a) do anything necessary to enforce its rights in connection with the
Collateral, and (b) take proceedings to obtain (i) an injunction or other order
to restrain any breach of the Finance Documents by Debtor, or (ii) declaratory
relief or some other similar judgment or order as to the obligations of a
Debtor under the Finance Documents.  The
Secured Party or any Security Beneficiary may not seek to recover any shortfall
in the amounts owing to it under this Agreement by applying to have Debtor
wound up. Notwithstanding the foregoing, the Secured Party or any Security
Beneficiary may take action against TOGC individually, beyond the Collateral,
through any proceeding for all loss, damage, and expense suffered or incurred by
the Secured Party or any Security Beneficiary as a result of any of the
following:


 


(a)                                  TOGC’s
fraud, gross negligence or wilful misconduct in connection with any Finance
Document; or


 


(b)                                 a
representation or warranty by or on behalf of TOGC under any Finance Document
being found to have been incorrect or misleading when made or taken to be made;
or


 


(c)                                  TOGC’s
failure to comply with its obligations (other than an obligation to pay money)
under any Finance Document.


 


Notwithstanding the foregoing, the Secured Party or any Security
Beneficiary may take action against TC individually, beyond the Collateral,
through any proceeding for all amounts payable by TC in the event of:


 


(a)                                  TC’s
fraud, gross negligence or wilful misconduct in connection with any Finance
Document; or


 


(b)


 


15

















 


(i)                   a representation or warranty by or
on behalf of TC under any Finance Document being found to have been incorrect
or misleading when made or taken to be made; or


 


(ii)                TC’s failure to comply with its
obligations (other than an obligation to pay money) under any Finance Document.


 


where the Secured Party or any Security Beneficiary determines (which
it may do at its discretion) that the circumstance was a material factor in the
determination by it or another Security Beneficiary to give an instruction to
the Agent to act under clause 21-2 of the Facilities Agreement.


 


Section 4.7.                                   Other Recourse.  Debtors waive any right to require Secured
Party or any Security Beneficiary to proceed against any other Person, to
exhaust any Collateral or other security for the Secured Obligations, to have
any Other Liable Party joined with Debtors in any suit arising out of the
Secured Obligations or the Finance Documents, or to pursue any other remedy in
Secured Party’s power.  Debtors further
waive any and all notice of acceptance of this Agreement and of the creation,
modification, rearrangement, renewal or extension for any period of any of the
Secured Obligations of any Other Liable Party from time to time.  Debtors further waive any defense arising by
reason of any disability or other defense of any Other Liable Party or by
reason of the cessation from any cause whatsoever of the liability of any Other
Liable Party.  This Agreement shall
continue irrespective of the fact that the liability of any Other Liable Party
may have ceased and irrespective of the validity or enforceability of any other
Finance Document to which Debtor or any Other Liable Party may be a party, and
notwithstanding any death, incapacity, reorganization, or bankruptcy of any
Other Liable Party or any other event or proceeding affecting any Other Liable
Party.  Until all of the Secured
Obligations shall have been paid in full, Debtors shall have no right to
subrogation and Debtors waive the right to enforce any remedy which Secured
Party or any Security Beneficiary has or may hereafter have against any Other
Liable Party, and waives any benefit of and any right to participate in any
other security whatsoever now or hereafter held by Secured Party.  Debtors authorize Secured Party and each
Security Beneficiary, without notice or demand, without any reservation of
rights against Debtors, and without in any way affecting Debtors’ liability hereunder
or on the Secured Obligations, from time to time to (a) take or hold any other
property of any type from any other Person as security for the Secured
Obligations, and exchange, enforce, waive and release any or all of such other
property, (b) after and during the continuation of an Event of Default, apply
the Collateral or such other property and direct the order or manner of sale
thereof as Secured Party may in its discretion determine, (c) renew, extend for
any period, accelerate, modify, compromise, settle or release any of the
obligations of any Other Liable Party in respect to any or all of the Secured
Obligations or other security for the Secured Obligations, (d) waive, enforce,
modify, amend or supplement any of the provisions of any Finance Document with
any Person other than Debtors, and (e) release or substitute any Other Liable
Party.


 


16

















 


Section 4.8.                                   Limitation on
Duty of Secured Party in Respect of Collateral.  Beyond the exercise of reasonable care in the custody thereof,
Secured Party shall have no duty as to any Collateral in its possession or
control or in the possession or control of any agent or bailee or as to the
preservation of rights against prior parties or any other rights pertaining
thereto.  Secured Party shall be deemed
to have exercised reasonable care in the custody of the Collateral in its
possession if the Collateral is accorded treatment substantially equal to that
which it accords its own property, and in the absence of fraud, gross
negligence, breach of trust or wilful misconduct, shall not be liable or
responsible for any loss or damage to any of the Collateral, or for any
diminution in the value thereof, by reason of the act or omission of the
Secured Party or any warehouseman, carrier, forwarding agency, consignee or
other agent or bailee selected by Secured Party in good faith.


 


Appointment of Collateral Agents.  At any time or times, in order to comply
with any legal requirement in any jurisdiction, Secured Party may appoint any
bank or trust company or one or more other Persons, either to act as co-agent
or co-agents, jointly with Secured Party, or to act as separate agent or agents
on behalf of the Security Beneficiary, with such power and authority as may be
necessary for the effectual operation of the provisions hereof and may be
specified in the instrument of appointment. 
In so doing Secured Party may, in the name and on behalf of Debtors,
give to such co-agent or separate agent indemnities and other protections similar
to those provided in Section 4.4.


 


ARTICLE V


 


Miscellaneous


 


Section 5.1.                                   Notices.  Any notice or communication required or
permitted hereunder shall be given as provided in the Facilities Agreement.


 


Section 5.2.                                   Amendments.  No amendment of any provision of this
Agreement shall be effective unless it is in writing and signed by Debtors and
Secured Party, and no waiver of any provision of this Agreement, and no consent
to any departure by Debtors therefrom, shall be effective unless it is in
writing and signed by Secured Party, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given and to the extent specified in such writing.


 


Section 5.3.                                   Preservation of
Rights.  No failure on the part of
Secured Party or any Security Beneficiary to exercise, and no delay in
exercising, any right hereunder or under any other Finance Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of
any other right.  Neither the execution
nor the delivery of this Agreement shall in any manner impair or affect any
other security for the Secured Obligations. 
The rights and remedies of Secured Party provided herein and in the
other Finance Documents are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law or otherwise.  The rights of Secured Party


 


17

















 


under any
Finance Document against any party thereto are not conditional or contingent on
any attempt by Secured Party to exercise any of its rights under any other
Finance Document against such party or against any other Person.


 


Section 5.4.                                   Unenforceability.  Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or invalidity without
invalidating the remaining portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.


 


Section 5.5.                                   Survival of
Agreements.  All representations and
warranties of Debtors herein, and all covenants and agreements herein shall
survive the execution and delivery of this Agreement, the execution and
delivery of any other Finance Documents and the creation of the Secured
Obligations, but expire upon the termination of this Agreement pursuant to
Section 5.8 below.


 


Section 5.6.                                   Other Liable
Parties.  Neither this Agreement nor
the exercise by Secured Party or the failure of Secured Party to exercise any
right, power or remedy conferred herein or by law shall be construed as
relieving any Other Liable Party from liability on the Secured Obligations or
any deficiency thereon.


 


Section 5.7.                                   Binding Effect.  This Agreement creates a continuing security
interest in the Collateral and (a) shall be binding on Debtors and their
successors and assigns and (b) shall inure, together with all rights and
remedies of Secured Party hereunder, to the benefit of Secured Party and Security
Beneficiaries and their respective successors, transferees, substitutes and
assigns.


 


Section 5.8.                                   Termination.  It is contemplated by the parties hereto
that there may be times when no Secured Obligations are outstanding, but
notwithstanding such occurrences, this Agreement shall remain valid and shall
be in full force and effect as to subsequent outstanding Secured
Obligations.  Upon the satisfaction in
full of the Secured Obligations and the termination or expiration of the
Facilities Agreement and any other commitment of Security Beneficiaries to
extend credit or other financial accommodations (including without limitation
interest rate and currency hedges and other derivatives) to Borrower, then upon
written request for the termination hereof delivered by Debtors to Secured
Party this Agreement and the security interest created hereby shall terminate
and all rights to the Collateral shall revert to Debtors.  Secured Party will promptly and fully
thereafter, upon Debtors’ request and at Debtors’ expense, (a) return to
Debtors such of the Collateral in Secured Party’s possession as shall not have
been sold or otherwise disposed of or applied pursuant to the terms hereof free
and clear of all debts, liens, encumbrances and/or impediments by, through and
under Secured Party but not otherwise, and (b) execute and deliver to Debtors
such documents as Debtors shall reasonably request to evidence such
termination.


 


Section 5.9.                                   Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas applicable to
contracts made and to be performed


 


18

















 


entirely
within such state, except as required by mandatory provisions of law and except
to the extent that the perfection and the effect of perfection or
non-perfection of the security interest created hereby hereunder, in respect of
any particular Collateral, are governed by the laws of a jurisdiction other
than the State of Texas.


 


Section 5.10.                             Final Agreement.  This written Agreement and the other Finance
Documents represent the final agreement between the parties hereto and may not
be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties hereto.  There
are no unwritten oral agreements between the parties hereto.


 


Section 5.11.                             Counterparts; Fax.  This Agreement may be separately executed in
any number of counterparts, all of which when so executed shall be deemed to
constitute one and the same Agreement. 
This Agreement may be validly executed and delivered by facsimile or
other electronic transmission.


 


Section 5.12.                             “Finance Documents”.  This Agreement is a “Finance Document”, as
defined in the Facilities Agreement, and, except as expressly provided herein
to the contrary, this Agreement is subject to all provisions of the Facilities
Agreement governing such Finance Documents.


 


Section 5.13.                             Priorities.  This Section 5.13 and Section 5.14
have been inserted solely for the purpose of Australian law and solely for the
purpose of fixing priorities in accordance with Section 282 of the
Australian Corporations Act between the security given by each Debtor in this
Agreement and any other agreement involving security given by each such Debtor
and without affecting any obligation of any Debtor under this Agreement, the
prospective liabilities secured by each security given by each Debtor in this
Agreement include the prospective liabilities of the nature specified below up
to the maximum amount specified below, for each such Debtor:


 


Nature of liabilities:


 


a.                                       the obligations
of each Debtor and each Other Liable Party to pay and repay advances under the
Finance Documents, to pay and repay the Secured Money as set forth in the
Finance Documents, and to pay under the guaranty in the Facilities Agreement,
and that certain Guaranty;


 


b.                                      the obligations
of each Debtor and each Other Liable Party to pay all amounts paid under bank
guarantees issued under the Finance Documents and to indemnify against all loss
or liability in respect of them;


 


c.                                       the obligations
of each Debtor and each Other Liable Party to pay interest, fees, indemnity
amounts, costs, expenses and other amounts payable under the Finance Documents;


 


19

















 


d.                                      the obligations
of each Debtor and each Other Liable Party to pay money under Hedge Agreements
including following any close-out or termination of any of them;


 


e.                                       the obligations
of each Debtor and any Other Liable Party to pay or reimburse the Secured Party
and the Security Beneficiaries for any of their Costs (as defined in the
Facilities Agreement), indemnities, increased costs or loss incurred in
connection with the Finance Documents, including those of any attorney or any
receiver or receiver and manager, or other controller (as defined in the
Corporations Act) appointed under this Agreement.


 


Maximum amount:  A$300,000,000 (FOR EACH DEBTOR)


 


Section 5.14.                             Petroleum Act.  Despite any other provisions of this
Agreement, if by virtue of the Petroleum Act 1923 (Qld.) under Australian Law,
the interest of a Debtor in any Project Production Lease or Project Pipeline
Licence (each as defined in the Facilities Agreement) cannot be charged,
mortgaged or secured without the prior consent or approval of a Governmental
Agency or a Minister in right of the Crown (all as described in the Facilities
Agreement), each Debtor agrees to charge, mortgage, secure and absolutely
assign its interest in such property to the Secured Party as additional
property to be considered Collateral for the payment of the Secured Obligations
when the consent or approval of that Government Agency or Minister in right of
Crown is obtained.  Each Debtor must use
reasonable endeavors to obtain all such consents and approvals as soon as
possible.


 


Section 5.15.                             Capacity of Secured Party.


 


(a)                                  The Secured Party holds the benefit of this
Agreement solely in its capacity as security trustee under the Security Trust
Deed.


 


(b)                                 The Secured Party holds the benefit of this
Agreement for the Security Beneficiaries on the terms of the Security Trust
Deed and the Facilities Agreement.


 


(c)                                  The Secured Party is bound to act on the
instructions given to it pursuant to the terms of the Facilities Agreement.


 


(d)                                 Any rights which a person may have against
the Secured Party under or in respect of this Agreement are not against the
Secured Party personally but against the Secured Party solely in its capacity
as trustee of the trust established under the Security Trust Deed.


 


(e)                                  The Secured Party may not be called on and is
not liable to satisfy any obligation or liability under or in connection with
this Agreement except to the extent to which the Secured Party is entitled to
be indemnified out of the assets of the trust established under the Security
Trust Deed provided that this paragraph (e) does not apply to any obligation or
liability of the Secured Party to the extent that it is not satisfied under the
Facilities Agreement or by operation


 


20

















 


of law there is a reduction in the extent of
the Secured Party’s indemnification or exoneration out of the assets of the
trust established under the Security Trust Deed as a result of the Secured
Party’s fraud, gross negligence or willful default.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 


21

















 


IN WITNESS WHEREOF, Debtors have executed and delivered this Agreement
as of the date first above written.


 


 


	
  WITNESS:

  	
   

  	
  TIPPERARY CORPORATION,

  
	
   

  	
   

  	
  a Texas corporation

  
	
  /s/ D. Padmore

  	
   

  	
   

  
	
  Name:  Deanne Elizabeth
  Padmore

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ David L. Bradshaw

  	
   

  
	
   

  	
   

  	
  Name: David Bradshaw

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  TIPPERARY OIL & GAS CORPORATION,

  
	
   

  	
   

  	
  a Texas corporation

  
	
   

  	
   

  	
   

  
	
  /s/ D. Padmore

  	
   

  	
   

  
	
  Name:  Deanne Elizabeth
  Padmore

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ David L. Bradshaw

  	
   

  
	
   

  	
   

  	
  Name: David Bradshaw

  
	
   

  	
   

  	
  Title:  Director

  
							



 


22

















 


Exhibit
A - Deeds of Assignment


 


1                                           Assignment,
Bill of Sale and Conveyance and dated 1 July 1996 between TOGC and
Clovelly Oil Co., Inc.


 


2                                           Assignment,
Bill of Sale and Conveyance and dated 1 January 1997 between TOGC and
Nationsbank of Texas, NA, trustee for trusts #1190 and #1191.


 


3                                           Assignment,
Bill of Sale and Conveyance and dated 1 January 1997 between TOGC and
Nationsbank of Texas, NA, trustee for trusts #1362, #1363 and #1364.


 


4                                           Assignment,
Bill of Sale and Conveyance and dated 1 January 1997 between TOGC and
Amerind Oil Company.


 


5                                           Agreement
and Assignment, Conveyance and Bill of Sale dated 1 October 1997 between
TOGC and Borrower.


 


6                                           Agreement
and Assignment, Conveyance and Bill of Sale dated 1 January 2000 between
TOGC and Tipperary.


 


7                                           Agreement
and Assignment, Conveyance and Bill of Sale dated 1 January 2000 between
TOGC and Borrower.


 


8                                           Agreement
and Assignment, Conveyance and Bill of Sale dated 1 June 2000 between TOGC
and TC.


 


9                                           Agreement
and Assignment, Conveyance and Bill of Sale dated 1 June 2000 between TOGC
and Borrower.


 


10                                     Assignment, Bill
of Sale and Conveyance and dated 1 March 2001 between TOGC and Deane H.
Stoltz.


 


11                                     Agreement and
Assignment, Conveyance and Bill of Sale dated 1 March 2001 between TOGC
and Borrower.


 


12                                     Assignment, Bill
of Sale and Conveyance and dated 1 April 2002 between TOGC and Delta
Petroleum Corporation.


 


23