Exhibit 10.101


 


SETTLEMENT
AGREEMENT & MUTUAL RELEASE


 


This Settlement Agreement
& Mutual Release (“Agreement”) is made and entered into effective as of the
30th day of October, 2004, by and between:


 


TIPPERARY CORPORATION, TIPPERARY
OIL & GAS CORPORATION, TIPPERARY
CSG, INC, TIPPERARY QUEENSLAND, INC. (“TQI”) and TIPPERARY OIL & GAS (Australia) PTY LTD (“TOGA”), (collectively
referred to as “the Tipperary Parties”) and CRAIG, LTD. and MARY BLANTON KENNEDY,
Individually and as Executrix of the Estate of W.D.
KENNEDY, Deceased,  (collectively referred to as “Intervenors”), and TRI-STAR PETROLEUM COMPANY
(“Tri-Star”), JAMES H.
BUTLER, SR. and JAMES H. BUTLER, JR.
(collectively referred to as “the Tri-Star Parties”).


 


A.                                   WHEREAS, the Tipperary Parties, Intervenors and the Tri-Star
Parties are parties to Cause No. CV-42,265, Tipperary Corporation,
Tipperary Oil & Gas Corporation, and Tipperary Oil & Gas (Australia)
Pty Ltd. v Tri-Star Petroleum Company et al  in the District Court of Midland County,
Texas; 238th Judicial District  (“the
Litigation”);  and


 


B.                                     WHEREAS, the Tipperary Parties, Intervenors and the Tri-Star
Parties desire to settle their legal disputes.


 


NOW, THEREFORE,
for and in consideration of the mutual covenants and considerations contained
in this Settlement Agreement & Mutual Release, the Tipperary Parties,
Intervenors and the Tri-Star Parties agree as follows:


 


DEFINITIONS


 


1.               In
this Agreement, unless the context requires otherwise:


 


a.               ‘Permit Assignments’ means assignments of the record title
interests in the Permits on the terms attached and incorporated herein as Exhibit “A”;


b.              ‘ATPs’ means Authorities to Prospect 526P, 653P, and 745P
issued under the Petroleum Act;


c.               ‘Joint Account’ means the Joint Interest Billing Account
established under the Joint Operating Agreement;


d.              ‘Joint Operating Agreement’ means, in relation to the
Permits, the joint operating agreement made by the parties and others on May
15, 1992 which Joint Operating Agreement covers ATPs 653P and 745P as well as
ATP 526P;


e.               ‘2.25% Working Interest’ means, in relation to the Permits,
the 2.25% working interest under the Joint Operating Agreement of May 15, 1992
acquired by Tri-Star by the assignments from Miller and Wallace, copies of
which are attached and incorporated herein as Exhibit “B”,
including any accumulated gas balance attaching to same, but subject to the
reservation to Tri-Star of the Retained Overriding Royalty from the 2.25%
Working Interest;


f.                 ‘Mediation Agreement’ means the Mediation Agreement dated
May 2, 1996 made by the Tri-Star Parties and the Tipperary Parties;


 


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g.              “TQI” means a new subsidiary formed by the Tipperary Parties
under the laws of the State of Colorado as a subsidiary to Tipperary Corporation
prior to the Settlement Date;


h.              ‘Operator’ means operator under the Joint Operating
Agreement;


i.                  ‘Permits’ means:


i.                  the
ATPs and any relinquished acreage from the ATPs;


ii.               Petroleum
Leases numbered 90, 91, 92, 99 and 100; and


iii.            Petroleum
Pipeline Licence 76


together with any
associated derivative, replacement or substituted tenements or interests in
tenements issued pursuant to the Petroleum Act, and all easements executed in
favor of Tri-Star for the purpose of Petroleum Pipeline Licence 76 or any other
pipeline license associated with the ATPs;


j.                  ‘Petroleum Act’  means 
the Petroleum Act, 1923 of Queensland,
Australia;


k.               ‘Retained Overriding Royalty’ means the right of Tri-Star,
reserved from the 2.25% Working Interest, to receive a royalty calculated and
paid on the terms set out in Exhibit  ‘C’ attached hereto and incorporated herein, and the AU Security and US Security. In
this Agreement, references to the Retained Overriding Royalty are references to
an overriding royalty on and subject to the terms set out in Exhibit ‘C’;


l.                  ‘Revenue’ has the meaning given that term in Exhibit ‘C’;


m.            ‘AU Security’  means a
first ranking deed of charge on the terms attached and incorporated as Exhibit ‘G’ and registered against TQI with all relevant
government authorities in Australia to secure the Obligations of TQI under this
Agreement and attached Exhibits, including the payment of the Retained
Overriding Royalty;


n.              ‘US Security’ means a first priority security interest under
the Uniform Commercial Code on the terms attached and incorporated as Exhibit “H” and registered against TQI with all relevant
government authorities to secure the Obligations of TQI under this Agreement
and attached Exhibits, including the payment of the Retained Overriding
Royalty;


o.              ‘Intervenors Settlement Agreement’ means the Settlement
Agreement dated October 28, 1996 made by the Intervenors and the Tri-Star
Parties;


p.              ‘Settlement Date’ means a date set by agreement of all
parties to this Agreement to be within 3 days after the consents and approvals
of the Minister and Treasurer as described in paragraph 3 below are obtained.


q.              The
‘Tipperary Parties’, in addition to the
entities named above, shall include any entity owned or controlled by Tipperary
Corporation or any of its subsidiaries including, but not limited to, TQI.


r.                 The
“Tri-Star Parties”, in addition to the
persons and entities named above, shall include any entity owned or controlled
by the Tri-Star Parties.


s.               The
“Easement Assignments” means the
assignments of easements on the terms attached and incorporated herein as
Exhibit I.


 


TRANSFER OF OPERATIONS


 


2.                                                               The
parties acknowledge and agree that TOGA will be the Operator on the Settlement
Date, and in particular:


 


a.                                       The
Tri-Star Parties will, on the Settlement Date tender to TOGA and the
non-operators under the Joint Operating Agreement its unconditional resignation
as its acknowledgement that it is no longer Operator under the Joint Operating
Agreement for the Permits, and waive any right to seek removal of TOGA or any
of the Tipperary Parties.


 


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b.                                      The
Tipperary Parties and Intervenors will, on the Settlement Date, acknowledge
that TOGA has accepted the position as Operator under the Joint Operating
Agreement.


 


ACTIONS
PRIOR TO SETTLEMENT DATE


 


3.               Prior
to the Settlement Date:


 


a.               Tri-Star
will prepare and lodge an application for the consent of the Minister under the
Petroleum Act to Permit Assignments in favor of TOGA, Intervenors, Tipperary
Oil & Gas Corporation, Tipperary Corporation, Tipperary CSG, Inc. and TQI
as shown on Exhibit “A”, and the parties will
cooperate in obtaining the consent of the Minister to the Permit Assignments;


 


b.              The
Tipperary Parties and the Tri-Star Parties will do all things reasonably necessary,
to obtain the consent of the Minister to the Permit Assignments in favor of
TOGA, Intervenors, Tipperary Oil & Gas Corporation, Tipperary Corporation,
Tipperary CSG, Inc. and TQI, but without liability of the Tri-Star Parties for
any associated cost;


 


c.               To
the extent not already provided by the Tri-Star Parties to the Tipperary
Parties, the Tri-Star Parties will allow TOGA access to all information held by
it in relation to the Permits, on reasonable notice to Tri-Star but without
liability of Tri-Star for any associated cost;


 


d.              This
Agreement is subject to and conditional upon the Treasurer of the Commonwealth
of Australia either:


i.             ceasing
to be empowered to make any Order under Part I of the Foreign Acquisitions and
Takeovers Act 1975 in respect to the acquisition contemplated by this
Agreement; or


ii.   giving to TOGA advice in writing of a
decision by the Treasurer that the Commonwealth Government has no objection to
the acquisition contemplated by this Agreement, being advice that does not include
a condition which TOGA in its reasonable opinion considers unacceptable.


 


TOGA shall immediately
apply for the Treasurer’s consents and approvals to satisfy the condition
specified above and shall not withdraw, delay or cancel the application and shall
use its best endeavors, to ensure that the consents and approvals are obtained
or satisfied within 45 days after the date of this Agreement.  The Tri-Star Parties and the Tipperary
Parties shall promptly provide information to the Foreign Investment Review
Board in relation to the acquisition which is required to obtain the consents
and approvals.  The Tipperary Parties
shall immediately notify the Tri-Star Parties as soon as the consents and
approvals have been obtained.


 


e.               If
any of the relevant consents, approvals or conditions described in paragraphs
3(a), 3(b) and 3(d) are denied or not satisfied or waived by the Minister or
Treasurer, or not accomplished within 45 days, either party may at any time
thereafter avoid this Agreement by giving written notice to the other party in
which event this Agreement shall be at an end.


 


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f.                 The
Tipperary Parties will make all reasonable efforts to ensure that (i) the
interest of any non operator under the Joint Operating Agreement in the Permits
and (ii) the transfer by the Tipperary Parties of any of the Permits to any
non-operator under the Joint Operating Agreement of its respective percentage
share of the Permits, will be free and clear of any lien, security interest,
charge or other encumbrance in favor of any creditor of the Tipperary Parties
or any purchaser or grantee from the Tipperary Parties except in accordance
with the express terms of the Joint Operating Agreement.


 


g.              The
Tipperary Parties shall indemnify and hold harmless the Tri-Star Parties
against any and all claims, costs, expenses and attorneys’ fees arising out of
any claim by any party to the Joint Operating Agreement that the Tri-Star
Parties have breached a duty to that party by executing the Permit Assignments.


 


h.              The
Parties will obtain a continuance of the current trial setting in the
Litigation.


 


ACTIONS
ON SETTLEMENT DATE


 


4.               On
the Settlement Date:


 


a.               for
and in consideration of the covenants set out in this Agreement:


 


	
  i.

  	
   

  	
  Tri-Star will deliver
  executed Permit Assignments to TOGA who shall receive them on behalf of the
  assignees;

  
	
  ii.

  	
   

  	
  Tri-Star and TOGA will
  lodge the Permit Assignments for registration; and

  
	
  iii.

  	
   

  	
  Tri-Star will deliver
  to TOGA a copy of Ministerial consent to the Permit Assignments.

  
	
  iv.

  	
   

  	
  Tri-Star will deliver
  executed Easement Assignments to TOGA who shall receive them on behalf of the
  assignees.

  



 


b.              for
and in consideration of the covenants 
set out in this Agreement, the Tipperary Parties shall pay  FOUR MILLION THREE HUNDRED & SEVENTY-FIVE
THOUSAND DOLLARS ($4,375,000.00) to the Tri-Star Parties payable by wire
transfer to an account designated in writing by Tri-Star Parties.


 


c.               the
parties shall seek immediate dismissal with prejudice of all claims and causes
of actions asserted in the Litigation and in any other litigation between the
parties or any of them, including the following:


 


i.                  Supreme
Court of Queensland proceeding #5772 of 2003;


ii.               Supreme
Court of Queensland proceeding #6870 of 2004;


iii.            Supreme
Court of Queensland proceeding #9766 of 2001;


iv.           Supreme
Court of Queensland proceeding #11625 of 2001; and


v.              Supreme
Court of Queensland proceeding #695 of 2003.


 


and shall instruct their
attorneys to execute, submit, and seek the entry of the forms attached and
incorporated herein as Exhibit ‘D’.  Each party will bear its own attorney’s fees,
expenses, and costs, and the Tipperary Parties shall immediately withdraw from
court records all expert and deposition designations and objections;


 


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d.              the
parties agree that Petroleum Leases numbered 90, 91, 92, 99 and 100, which are
subject to the rights, title and interests of the parties to the Joint
Operating Agreement dated May 15, 1992, have nominal value.


 


5.               On
the Settlement Date, Tri-Star will sell to TQI and TQI will buy from Tri-Star
the 2.25% Working Interest subject to the Retained Overriding Royaltyon the
following terms:


 


a.               The
Tipperary Parties shall cause TQI to pay and TQI shall pay SIX HUNDRED & TWENTY-FIVE
THOUSAND DOLLARS ($625,000.00) to Tri-Star in consideration of the transfer of
the 2.25% Working Interest by wire transfer to an account designated in writing
by Tri-Star;


 


b.              Tri-Star
will deliver to TQI an executed assignment 
of the 2.25% Working Interest in the form attached and incorporated
herein as Exhibit “E”;


 


c.               The
Tipperary Parties shall cause TQI to execute and deliver and TQI shall execute
and deliver to Tri-Star the AU Security and the US Security for the Retained
Overriding Royalty in the forms attached and incorporated herein as Exhibit “G” and Exhibit “H”;
and


 


d.              The
Tipperary Parties shall cause TQI to execute and deliver and TQI shall execute
and deliver to Tri-Star all forms required for registration of the AU Security
and the US Security with relevant governmental authorities, including the
Australian Securities and Investments Commission and Queensland Department of
Natural Resources and the Secretary of State of Texas and Colorado.


 


6.               On
the Settlement Date, the Mediation Agreement and the Intervenors Settlement
Agreement will cease to have effect as to the interests of the settling parties
under this Agreement with respect to each other.


 


ONGOING OBLIGATIONS


 


7.               On and from the Settlement Date:


 


a.               For so long as any Tipperary Party is Operator:


 


i.             the Tri-Star Parties shall ensure that any interests held by it under
the Joint Operating Agreement are administered by an accounting firm selected
by and at the sole cost of Tri-Star and approved by TOGA, which approval shall
not be unreasonably withheld, to act as Tri-Star’s representative in connection
with all matters to be discussed with or communicated to or from the Tipperary
Parties under the Joint Operating Agreement or the Retained Overriding Royalty;


 


ii.          the Tri-Star Parties agree not to acquire any additional interest in the
Permits or the Joint Operating Agreement, other than those interests reserved
as the Retained Overriding Royalty and those interests reserved to or otherwise
to


 


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be acquired by Tri-Star Parties under the terms of the Deed of February
14, 2002 made with Origin Energy CSG Ltd;


 


iii.       the parties agree that in the event the
Tri-Star Parties are ever entitled to seek the status of Holder of any of the
Permits and do seek the status of Holder, by virtue of the Deed of February 14,
2002 made with Origin Energy CSG Ltd., the Tri-Star Parties agree not to
interfere with the Operator’s conduct of the operations under the Joint
Operating Agreement or as Holder of the Permits.


 


iv.      the
parties further agree that in the event that any of them are a Holder of
interests in the Permits and any of them desire to sell their respective
interests in the Permits, pursuant to the covenants in this Agreement and the
Joint Operating Agreement, the other parties will perform any act deemed
reasonably necessary by the Minister to consent to such sale.


 


b.              TOGA shall  conduct all operations
on the Permits free and clear of any claim by Tri-Star Parties;


 


c.               TOGA, as operator, assumes all rights and obligations entered into by,
incurred by or imposed upon Tri-Star with or by persons or entities not parties
to the Joint Operating Agreement on or prior to March 22, 2002, either as
Holder of the Permits or as Operator in connection with operations of the Comet
Ridge Project, including by way of example but not limitation, compressor
contracts or the assessment by the Bungil Shire Council; provided neither TOGA
nor any of the Tipperary Parties assume any obligation of the Tri-Star Parties
for any United States, Australian or Queensland tax liability, including any
income or capital gains taxes.  Tri-Star
warrants and represents that other than those obligations previously disclosed
to the Tipperary Parties, it has no knowledge of any other such obligation.


 


d.              The Tipperary Parties shall ensure payment of the Retained Overriding
Royalty to Tri-Star on the due dates in accordance with this Agreement; and


 


e.               Except as may exist under the terms of the Deed of February 14, 2002
made with Origin Energy CSG, Ltd., and under the terms of the AU and US
Security given by TQI herein, Tri-Star shall have no further rights or
obligations under the Joint Operating Agreement and the Tri-Star Parties
acknowledge that they have no standing to enforce or sue upon any provision of
the Joint Operating Agreement.


 


f.                 The
Tipperary Parties are authorized by TQI to sell and must use reasonable efforts
to sell for TQI all gas production attributable to the 2.25% Working Interest
on the same terms and under the same contracts as are applicable to the sale of
gas production by the Tipperary parties, without further cost or expense to
TQI.


 


g.              The
Tipperary Parties shall ensure that TQI does not forfeit its interest under the
Joint Operating Agreement and that TQI pays all amounts due under the Joint
Operating Agreement.


 


h.              Effective
as of the Settlement Date, TOGA will indemnify the Tri-Star Parties against any
claims arising from TOGA’s operation of the Comet Ridge Project after March 22,


 


6





















 


2002 brought or asserted
by other parties past or present, to the Joint Operating Agreement.  Tri-Star will indemnify the Tipperary Parties
and Intervenors against any claims arising from Tri-Star’s operation of the Comet
Ridge Project up to and including March 22, 2002 brought or asserted by other
parties past or present, to the Joint Operating Agreement including the claims
made by Clovelly Oil Company in the litigation described in the preamble of
this Agreement.  All parties shall be
entitled to rely on any and all provisions of the Joint Operating Agreement in
defending their respective conduct as Operator under the Joint Operating
Agreement.


 


RELEASE & DISCHARGE


 


8.               Effective as of the Settlement Date, the Tipperary Parties and
Intervenors, and each of them, for themselves, their predecessors, parents,
affiliates, subsidiaries, successors and assigns, generally and unconditionally
RELEASE, DISCHARGE and ACQUIT the Tri-Star Parties, and each of them, and their
directors, officers, agents, employees, parents, affiliates, attorneys,
subsidiaries, predecessors, successors and assigns, of and from any and ALL claims and causes of action of any type or character
known or unknown, which they presently have or could assert, including but not
limited to all claims and causes of action (i) in any manner relating to,
arising out of or connected with the Joint Operating Agreement, (ii) in any
manner relating to, arising out of or connected with the Permits; (iii) for any
accumulated gas balance under the Joint Operating Agreement; and (iv) all
claims and causes of action that the Tipperary Parties or Intervenors asserted
or could have asserted in the Litigation, including (without limitation)
matters arising or sounding in contract, in tort, in equity or under any other
theory or doctrine, including any claim for sanction awards, interim or
interlocutory judgments, reserved costs, attorneys fees or other costs, and the
Tipperary Parties and Intervenors hereby declare that all such claims and
causes of action have been fully compromised, satisfied, paid and discharged.
This Release shall not apply to obligations created by this Agreement,
including the Exhibits.


 


9.               Effective as of the Settlement Date, the Tri-Star Parties for
themselves, their predecessors, parents, affiliates, subsidiaries, successors
and assigns, generally and unconditionally RELEASE, DISCHARGE AND ACQUIT the
Tipperary Parties and Intervenors, and each of them, and Slough Estates, plc,
their, directors, officers, agents, employees, parents, affiliates, attorneys,
subsidiaries, successors and assigns, of and from any and ALL
claims and causes of action of any type or character known or unknown, which
they presently have or could assert, including but not limited to all claims and
causes of action (i)  in any manner
relating to, arising out of or connected with the Joint Operating Agreement,
(ii) in any manner relating to, arising out of or connected with the Permits;
(iii) for any accumulated gas balance under the Joint Operating Agreement; and
(iv) all claims and causes of action that the Tri-Star Parties asserted or
could have asserted in the Litigation, including (without limitation) matters
arising or sounding in contract, in tort, in equity or under any other theory
or doctrine, including any claim for sanction awards, interim or interlocutory
judgments, reserved costs, attorneys fees or other costs, and the Tri-Star
Parties hereby declare that all such claims and causes of action have been
fully compromised, satisfied, paid and discharged. This Release shall not apply
to obligations created by this Agreement, including the Exhibits.


 


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REPRESENTATIONS AND WARRANTIES


 


10.         Each party acknowledges and confirms that each has had the opportunity
to consult with counsel and has been fully advised by counsel prior to the
execution of this Agreement.


 


11.         The Tipperary Parties and Intervenors expressly warrant and represent
and do hereby state and represent that no promise or agreement which is not
herein expressed has been made to them in executing the releases contained in
this Agreement, and that they are not relying upon any statement or any
representation of any agent of the parties being released hereby.  The Tipperary Parties and Intervenors, and
each of them, are relying on their own judgment and have been represented by
their own legal counsel in this matter.


 


12.         The Tri-Star Parties expressly represent and warrant and do hereby state
that no promise or agreement which is not herein expressed has been made to
them in executing the releases contained in this Agreement, and that they are
not relying upon any statement or representation of any of the parties being
released hereby.  The Tri-Star Parties,
and each of them, are relying upon their own judgment and each has been
represented by their own legal counsel in this matter.


 


13.         The Tipperary Parties and Intervenors, on the one hand, and the Tri-Star
Parties, on the other hand, expressly waive and assume the risk of any and all other
claims that may exist against each other as of the Settlement Date and are not
dealt with in this Agreement, but which they do not know or suspect to exist,
whether through ignorance, oversight, error, or otherwise, and which, if known,
would materially affect their decision to enter into this Agreement.


 


14.         The parties represent and warrant that the individuals executing this
Agreement and all Exhibits are authorized to act on behalf of the parties to
this Agreement to the extent of their Interest.


 


15.         The parties agree and undertake that the terms of this Agreement are
confidential to the parties and shall not be disclosed except with the consent
of all parties, or to the extent as may be required by the Joint Operating
Agreement; provided, the Tipperary Parties in their sole discretion may make
such public disclosures as are necessary to comply with the laws and
regulations of the United States, any state thereof, or the government of
Queensland; The Parties may deliver a statement to the Department of Natural
Resources, Minerals and Energy in Queensland, stating (i) that the Parties have
entered into a Settlement Agreement in which they have agreed to resolve their
differences, conditioned upon obtaining certain Government consents; and (ii)
if these conditions are satisfied, it is agreed that Tri-Star will assign the
Permits to the Tipperary Parties.


 


DISPUTE RESOLUTION


 


16.         Any controversy, claim or dispute among the Parties hereto arising out
of or related to this Agreement or exhibits hereto that cannot be settled
amicably by the Parties shall be settled by binding arbitration in accordance
with the Texas General Arbitration Act upon the written request of one Party
after the service of that request on the other Party.  Such demand for arbitration shall be made
within thirty (30) days after the controversy, claim or dispute arises and in
no event shall such demand be made after the date when institution of legal or
equitable proceedings based on such controversy, claim or dispute would be
barred by the applicable statues(s) of limitation.  The Parties hereto shall appoint a mutually
acceptable single impartial arbitrator to hear and determine


 


8





















 


the dispute; provided, however if the Parties are unable to mutually
agree upon an arbitrator within thirty (30) days after a demand for
arbitration, the arbitrator shall be selected by Senior State District Court
Judge sitting in Harris County, Texas, from qualified arbitrators with at least
10 years experience in the subject of the primary controversy.  Such arbitrator must be someone who is
subject to the personal jurisdiction of the Texas State District Court.  The arbitrator will conduct the arbitration
process and make a written arbitration award within ninety (90) days after the
date of his or her selection as arbitrator. 
If the original arbitration award is not delivered to the Parties by the
arbitrator within such ninety (90) days, the Parties shall agree on another
arbitrator and if that arbitrator does not deliver an arbitration award within
ninety (90) days of appointment, then the Parties are excused from any further
duty to arbitrate the claims raised in the arbitration process and may resort
to legal process for enforcement of their respective rights and remedies.  Each Party to the arbitration shall bear its
equal proportionate share of the costs of the arbitration, including the
arbitrator’s fees and expenses and any court reporter’s fees and expenses or
expenses associated with the facility in which the arbitration is to be
held.  Each Party will bear its own
attorneys’ fees and expenses and any fees or expenses incurred by a witness
called by that Party to testify either in person or by deposition.  All provisions of the Texas General
Arbitration Act not in conflict with this arbitration agreement are applicable
to the arbitration conducted under this clause. This provision does not prevent
any party from seeking urgent extraordinary, interlocutory, injunctive,
(prohibitive or mandatory, see, eg. Paragraph 1.2 (i) of Exhibit C) or
declaratory relief or an order for specific performance from a court of
competent jurisdiction to compel performance of this agreement, including the
payment of money, where, in that party’s reasonable opinion, that action is
necessary to protect that party’s rights.


 


GENERAL


 


17.         This Agreement is made under
the laws of Texas, United States of America, and with the exception of duties
or obligations performable in Queensland, the courts of Texas have exclusive
jurisdiction in relation to its subject-matter. Venue for any case filed in the
United States of America shall be Harris County, Texas.  Prior to the Settlement Date, the 238th
District Court of Midland County, Texas shall retain jurisdiction over the
parties and until the Settlement Date shall have jurisdiction and authority to
enforce this Agreement.  As to duties or
obligations performable in Queensland, the Tipperary Parties and the Tri-Star
Parties consent to jurisdiction in the Supreme Court of Queensland.  This paragraph 17 is subject in its entirety
to the provisions of paragraph 16.


 


18.         All references to dollars, “$”
or to currency are to the lawful currency of the United States of America.


 


19.         The provisions of Exhibit ‘F’ are incorporated herein, so far as any
Australian taxes or duties are or may be payable in connection with the
subject-matter of this Agreement.


 


20.         The Tipperary Parties and
Intervenors acknowledge and agree that notwithstanding any other provision of
this Agreement except as provided in paragraph 7a. iii. above, the Tri-Star
Parties shall continue to hold and enjoy those interests reserved to  them under the terms of that Deed made on
February 14, 2002 with Origin Energy CSG Limited, and the Tipperary Parties and
Intervenors shall not prevent or hinder the Tri-Star Parties exercise of their
rights pursuant to that Deed.


 


21.         Each party understands,
acknowledges and agrees that the negotiation, execution and performance of this
Settlement Agreement shall not constitute, or be construed as, an admission


 


9





















 


of any
liability of any wrongdoing on the part of any party.


 


22.         The Tipperary Parties, Intervenors and 
the Tri-Star Parties each warrant and represent that they have read this
Settlement Agreement, that it has been fully discussed with them by their
respective attorneys who have explained it to them, and that they understand it
and the consequences of signing the same.


 


23.         This Settlement Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns, provided that reference to Tipperary Party in Paragraph 7 is a
reference to the Tipperary Parties personally and not to any assignee.


 


24.         This Settlement Agreement may be executed in two or more counterparts,
each of which shall, upon execution and delivery of identical counterparts by
all parties, comprise a single agreement.


 


25.         Any notice required to be given herein shall be delivered to the
respective parties at the following addresses:


 


	
  Tipperary
  Parties

  	
   

  	
  Tri-Star Parties

  	
   

  	
  Intervenors

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 20,307 Queen Street

  	
   

  	
  Level 35 Riverside Centre

  	
   

  	
  Craig Ltd.

  	
   

  
	
  Brisbane, QLD 4000

  	
   

  	
  123 Eagle Street

  	
   

  	
  500 W. Texas

  	
   

  
	
   

  	
   

  	
  Brisbane, QLD 4000

  	
   

  	
  Suite 1290

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Midland, Texas 79701

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cc:

  	
  633 17th Street

  	
   

  	
  cc:

  	
  Three Riverway,

  	
   

  	
  Mary Blanton Kennedy,
  Individually and as Executrix of the Estate of W.D. Kennedy, Deceased

  	
   

  
	
   

  	
  Suite 1550

  	
   

  	
   

  	
  Suite 1930

  	
   

  	
   

  
	
   

  	
  Denver, Colorado 80202

  	
   

  	
   

  	
  Houston, Texas 77056

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  550 W. Texas

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Suite 1225

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Midland, Texas 79701

  	
   

  



 


26.         The entire agreement of the parties is contained herein.


 


IN WITNESS WHEREOF, the parties have caused this Settlement Agreement to
be executed effective the first day written.


 


	
  THE TIPPERARY PARTIES:

  
	
   

  
	
   

  
	
  /s/ David L. Bradshaw

  	
   

  
	
  Tipperary Corporation

  
	
   

  
	
   

  
	
  /s/ David L. Bradshaw

  	
   

  
	
  Tipperary Oil & Gas Corporation

  
	
   

  
	
   

  
	
  /s/ David L. Bradshaw

  	
   

  
	
  Tipperary CSG, Inc

  
	
   

  
	
   

  
	
  /s/ David L. Bradshaw

  	
   

  
	
  Tipperary Oil & Gas (Australia) Pty Ltd

  



 


10





















 


	
  /s/ David L. Bradshaw

  	
   

  
	
  Tipperary Queensland, Inc.

  
	
   

  
	
   

  
	
  INTERVENORS:

  
	
   

  
	
   

  
	
  /s/ Mary Blanton Kennedy

  	
   

  
	
  Mary Blanton Kennedy, Individually and as

  
	
  Executrix of the Estate of W. D. Kennedy, Deceased

  
	
   

  
	
   

  
	
  /s/ Earle M. Craig, Jr.

  	
   

  
	
  Craig, Ltd.

  
	
   

  
	
   

  
	
  THE TRI-STAR PARTIES:

  
	
   

  
	
  /s/ James H. Butler, Jr.

  	
   

  
	
  Tri-Star Petroleum Company

  
	
   

  
	
   

  
	
  /s/ James H. Butler

  	
   

  
	
  James H. Butler, Sr.

  
	
   

  
	
   

  
	
  /s/ James H. Butler, Jr.

  	
   

  
	
  James H. Butler, Jr.

  



 


11





















 


List of Exhibits


 


A.           Permit Assignments – ATP
& PLs & PPL and Transfers of Landowner Easements


 


B.             Miller & Wallace
Assignment


 


C.             Retained ORRI


 


D.            US and Australian Dismissal
documents


 


E.              Working Interest Assignment
by T-S to Tipperary Queensland, Inc.


 


F.              Goods and Services Tax


 


G.             AU Deed of Charge for
Tipperary Queensland, Inc.


 


H.            US Security Agreement for
Tipperary Queensland, Inc.


 


I.                 Easement Assignments


 





















 


Exhibit ‘A’


Permit Assignments


 





















 


Form P


Petroleum Act 1923


APPLICATION BY HOLDER OF AUTHORITY TO PROSPECT FOR
AUTHORITY TO EXTEND TO OTHERS


(Section 23), (Regulation 23B)


(To be used where an Authority to Prospect is to be transferred)


 




	
  Full Name of Holder/s

  	
   

  	
  Full Address/es

  	
   

  	
  Percentage interest(s)

  	
   

  
	
  Tri-Star
  Petroleum Company

  	
   

  	
  Suite 1930, 3 Riverway,

  Houston, 77056 Texas,

  United States of America

  	
   

  	
  100.0000

  	
  %

  






 


I/We,
the above mentioned holder/s* of Authority to Prospect No. 526P do hereby make
application to the Minister for vesting of all my/our entitlements with respect
to the whole of the land the subject of Authority to Prospect No. 526P in the
proposed holder/s*, being the person/s specified hereunder for the percentage
interest shown against their respective name.


 


Authority to Prospect No. 526P is attached hereto.


 




	
  Full Name of Proposed

  Holder/s

  	
   

  	
  Full Address/es

  	
   

  	
  Percentage

  interest(s)

  	
   

  
	
  Tipperary Oil
  & Gas (Australia) Pty Ltd

  	
   

  	
  Level 20, 307 Queen Street,

  Brisbane, Qld. 4000

  	
   

  	
  61.9062500

  	
  %

  
	
  Tipperary Oil
  & Gas Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  24.2421875

  	
  %

  
	
  Tipperary Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.9296875

  	
  %

  
	
  Tipperary CSG,
  Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  4.6875000

  	
  %

  
	
  Tipperary
  Queensland, Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.1406250

  	
  %

  
	
  Craig, Ltd.

  	
   

  	
  500 W. Texas, Suite 1290

  Midland, Texas 79701

  	
   

  	
  2.3437500

  	
  %

  
	
  Mary Blanton Kennedy, Individually and as Executrix
  of the Estate of W. D. Kennedy, Deceased

  	
   

  	
  550 W. Texas, Suite 1225

  Midland, Texas 79701

  	
   

  	
  1.7500000

  	
  %

  






 


In the
event of the Minister giving his approval to this application, I/We the
proposed holder/s do hereby accept the entitlements under Authority to Prospect
No. 526P subject to all stipulations and conditions as the Minister shall
determine.


 


In
witness whereof, I/We hereto set my/our hand/s this                         
day of  October, 2004.


 


	
  Signed by the
  said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 


2





















 


	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 


3





















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 










*All current and proposed holders must complete
this application.


 


4





















 


Form P


Petroleum Act 1923


APPLICATION BY HOLDER OF
AUTHORITY OF PROSPECT FOR AUTHORITY TO EXTEND TO OTHERS


(Section 23), (Regulation
23B)


(To be used where an
Authority to Prospect is to be transferred)


 




	
  Full Name of Holder/s

  	
   

  	
  Full Address/es

  	
   

  	
  Percentage interest(s)

  	
   

  
	
  Tri-Star
  Petroleum Company

  	
   

  	
  Suite 1930, 3 Riverway,

  Houston, 77056 Texas,

  United States of America

  	
   

  	
  100.0000

  	
  %

  






 


I/We,
the above mentioned holder/s* of Authority to Prospect No. 745P do hereby make
application to the Minister for vesting of all my/our entitlements with respect
to the whole of the land the subject of Authority to Prospect No. 745P in the
proposed holder/s*, being the person/s specified hereunder for the percentage
interest shown against their respective name.


 


Authority to Prospect No. 745P is attached hereto.


 




	
  Full Name of Proposed

  Holder/s

  	
   

  	
  Full Address/es

  	
   

  	
  Percentage

  interest(s)

  	
   

  
	
  Tipperary Oil
  & Gas (Australia) Pty Ltd

  	
   

  	
  Level 20, 307 Queen Street,

  Brisbane, Qld. 4000

  	
   

  	
  61.97147497

  	
  %

  
	
  Tipperary Oil
  & Gas Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  24.15534442

  	
  %

  
	
  Tipperary
  Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.93277424

  	
  %

  
	
  Tipperary CSG,
  Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  4.69243879

  	
  %

  
	
  Tipperary
  Queensland, Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.14288038

  	
  %

  
	
  Craig, Ltd.

  	
   

  	
  500 W. Texas, Suite 1290

  Midland, Texas 79701

  	
   

  	
  2.34621940

  	
  %

  
	
  Mary Blanton Kennedy, Individually and as Executrix
  of the Estate of W. D. Kennedy, Deceased

  	
   

  	
  550 W. Texas, Suite 1225

  Midland, Texas 79701

  	
   

  	
  1.75886780

  	
  %

  






 


In the
event of the Minister giving his approval to this application, I/We the
proposed holder/s do hereby accept the entitlements under Authority to Prospect
No. 745P subject to all stipulations and conditions as the Minister shall
determine.


 


In
witness whereof, I/We hereto set my/our hand/s this                        
day of  October, 2004.


 


	
  Signed by the
  said

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Holder/s

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 


5





















 


	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 


6





















 


	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 










*All current and proposed holders
must complete this application.


 


7





















 


Form P


Petroleum Act 1923


APPLICATION BY HOLDER OF
AUTHORITY OF PROSPECT FOR AUTHORITY TO EXTEND TO OTHERS


(Section 23), (Regulation
23B)


(To be used where an
Authority to Prospect is to be transferred)


 




	
  Full Name of Holder/s

  	
   

  	
  Full Address/es

  	
   

  	
  Percentage interest(s)

  	
   

  
	
  Tri-Star
  Petroleum Company

  	
   

  	
  Suite 1930, 3 Riverway,

  Houston, 77056 Texas,

  United States of America

  	
   

  	
  100.0000

  	
  %

  






 


I/We, the above mentioned
holder/s* of Authority to Prospect No. 653P do hereby make application to the
Minister for vesting of all my/our entitlements with respect to the whole of
the land the subject of Authority to Prospect No. 653P in the proposed
holder/s*, being the person/s specified hereunder for the percentage interest
shown against their respective name.


 


Authority to Prospect No. 653P is attached hereto.


 




	
  Full Name of Proposed

  Holder/s

  	
   

  	
  Full Address/es

  	
   

  	
  Percentage

  interest(s)

  	
   

  
	
  Tipperary Oil & Gas (Australia) Pty Ltd

  	
   

  	
  Level 20, 307
  Queen Street,

  Brisbane, Qld. 4000

  	
   

  	
  61.97147497

  	
  %

  
	
  Tipperary Oil & Gas Corporation

  	
   

  	
  633 17th
  Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  24.15534442

  	
  %

  
	
  Tipperary Corporation

  	
   

  	
  633 17th
  Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.93277424

  	
  %

  
	
  Tipperary CSG, Inc.

  	
   

  	
  633 17th
  Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  4.69243879

  	
  %

  
	
  Tipperary Queensland, Inc.

  	
   

  	
  633 17th
  Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.14288038

  	
  %

  
	
  Craig, Ltd.

  	
   

  	
  500 W. Texas,
  Suite 1290

  Midland, Texas 79701

  	
   

  	
  2.34621940

  	
  %

  
	
  Mary Blanton Kennedy, Individually and as Executrix
  of the Estate of W. D. Kennedy, Deceased

  	
   

  	
  550 W. Texas,
  Suite 1225

  Midland, Texas 79701

  	
   

  	
  1.75886780

  	
  %

  






 


In the
event of the Minister giving his approval to this application, I/We the
proposed holder/s do hereby accept the entitlements under Authority to Prospect
No. 653P subject to all stipulations and conditions as the Minister shall
determine.


 


In
witness whereof, I/We hereto set my/our hand/s this                     
day of  October, 2004.


 


	
  Signed by the
  said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 


8





















 


	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 


9





















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 










*All current and proposed holders
must complete this application.


 


10





















 


Petroleum Act 1923


 


Section 61


 


TRANSFER OF INTERESTS (WHOLE OR PART) IN A
PETROLEUM LEASE


 


Subject to the consent of
the Minister pursuant to Section 61 of the Act, I/We               TRI-STAR
PETROLEUM COMPANY A.R.B.N. 050 415 739                   


{Company Name(s) and ACN(s) or ARBN(s) in Full}


 


of                SUITE
1930, 3 RIVERWAY, HOUSTON, TEXAS, UNITED STATES OF AMERICA  


{Full Address(es) of Holder(s)}


 


being the holder(s) of,     ONE
HUNDRED PER CENT (100%) OF INTERESTS                     


{Share(s) or Interest(s) held}


 


in Petroleum Lease(s)
Number(s)   PL 90                              do
hereby transfer all right, title and interest in the said Petroleum Lease(s)
Number(s)      PL 90                      to
the following entities in the following undivided interests:


 




	
  Full Name of Proposed

  Holder/s

  	
   

  	
  Full Address/es

  	
   

  	
  Percentage

  interest(s)

  	
   

  
	
  Tipperary Oil & Gas (Australia) Pty Ltd

  	
   

  	
  Level 20, 307
  Queen Street,

  Brisbane, Qld. 4000

  	
   

  	
  61.9062500

  	
  %

  
	
  Tipperary Oil & Gas Corporation

  	
   

  	
  633 17th
  Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  24.2421875

  	
  %

  
	
  Tipperary Corporation

  	
   

  	
  633 17th
  Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.9296875

  	
  %

  
	
  Tipperary CSG, Inc.

  	
   

  	
  633 17th
  Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  4.6875000

  	
  %

  
	
  Tipperary Queensland, Inc.

  	
   

  	
  633 17th
  Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.1406250

  	
  %

  
	
  Craig, Ltd.

  	
   

  	
  500 W. Texas,
  Suite 1290

  Midland, Texas 79701

  	
   

  	
  2.3437500

  	
  %

  
	
  Mary Blanton Kennedy, Individually and as Executrix
  of the Estate of W. D. Kennedy, Deceased

  	
   

  	
  550 W. Texas,
  Suite 1225

  Midland, Texas 79701

  	
   

  	
  1.7500000

  	
  %

  






 


who warrants that it is
eligible pursuant to the Petroleum Act 1923
to hold Petroleum Lease(s) Number(s)...... PL 90...............


 


and the parties hereby
request that Ministerial consent to this assignment be given, and the transfer
registered at the Department of Natural Resources and Mines accordingly.


 


In the event of the
Minister giving his approval to this application, I/We the proposed holder(s)
do hereby accept the entitlements under Petroleum Lease(s) Number(s)                          PL
90


 


11





















 


                subject
to all stipulations and conditions as the Minister shall determine.


 


In
witness whereof, I/We hereto set my/our hand(s) this                              day
of                                         
, 20    .


 


	
  Signed by the
  said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) of Current Holder(s)

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) of Proposed Holder(s)

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 


12





















 


	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 










*All current and proposed holders
must complete this application. 
Where applicable, company seals should endorse the signature(s) of  all holders and proposed holders authorised
to sign for their Companies.


 


13





















Petroleum
Act 1923


 


Section 61


 


TRANSFER
OF INTERESTS (WHOLE OR PART) IN A PETROLEUM LEASE


 


Subject to the consent of
the Minister pursuant to Section 61 of the Act,
I/We                          TRI-STAR
PETROLEUM COMPANY A.R.B.N. 050 415
739                                            


{Company Name(s)
and ACN(s) or ARBN(s) in Full}


 


of                          SUITE
1930, 3 RIVERWAY, HOUSTON, TEXAS, UNITED STATES OF
AMERICA                   


{Full Address(es)
of Holder(s)}


 


being the holder(s)
of,                ONE
HUNDRED PER CENT (100%) OF
INTERESTS                              


{Share(s) or
Interest(s) held}


 


in Petroleum Lease(s)
Number(s)                     PL
91                                                             do
hereby transfer all


right, title and interest
in the said Petroleum Lease(s)
Number(s)               
PL
91                                                  


to the following entities
in the following undivided interests
                                                                               


 




	
  Full Name of Proposed

  Holder/s

  	
   

  	
  Full
  Address/es

  	
   

  	
  Percentage

  interest(s)

  	
   

  
	
  Tipperary Oil & Gas (Australia) Pty Ltd

  	
   

  	
  Level 20, 307 Queen Street,

  Brisbane, Qld. 4000

  	
   

  	
  61.9062500

  	
  %

  
	
  Tipperary Oil & Gas Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  24.2421875

  	
  %

  
	
  Tipperary Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.9296875

  	
  %

  
	
  Tipperary CSG, Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  4.6875000

  	
  %

  
	
  Tipperary Queensland, Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.1406250

  	
  %

  
	
  Craig, Ltd.

  	
   

  	
  500 W. Texas, Suite 1290

  Midland, Texas 79701

  	
   

  	
  2.3437500

  	
  %

  
	
  Mary Blanton Kennedy, Individually and as Executrix
  of the Estate of W. D. Kennedy, Deceased

  	
   

  	
  550 W. Texas, Suite 1225 Midland, Texas 79701

  	
   

  	
  1.7500000

  	
  %

  






 


who warrants that it is
eligible pursuant to the Petroleum Act 1923
to hold Petroleum Lease(s)
Number(s)       PL
91                       


 


and the parties hereby
request that Ministerial consent to this assignment be given, and the transfer
registered at the Department of Natural Resources and Mines accordingly.


 


In the event of the
Minister giving his approval to this application, I/We the proposed holder(s)
do hereby accept the entitlements under Petroleum Lease(s) Number(s)                       
PL


 





















 


91                                                  
subject to all stipulations and conditions as the Minister shall determine.


 


In witness whereof, I/We
hereto set my/our hand(s)
this                                                                          day


of                                                                                                                              ,
2004.


 


	
  Signed by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) of
  Current Holder(s)

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) of
  Proposed Holder(s)

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 


15





















 


	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 










*All current and proposed holders
must complete this application.  Where
applicable, company seals should endorse the signature(s) of all holders and
proposed holders authorised to sign for their Companies.


 


16





















 


Petroleum
Act 1923


 


Section 61


 


TRANSFER
OF INTERESTS (WHOLE OR PART) IN A PETROLEUM LEASE


 


Subject to the consent of
the Minister pursuant to Section 61 of the Act,
I/We                                              TRI-STAR
PETROLEUM COMPANY A.R.B.N. 050 415
739                                           


{Company Name(s)
and ACN(s) or ARBN(s) in Full}


 


of                                      SUITE
1930, 3 RIVERWAY, HOUSTON, TEXAS, UNITED STATES OF
AMERICA                    


{Full Address(es)
of Holder(s)}


 


being the holder(s) of,
                    ONE
HUNDRED PER CENT (100%) OF
INTERESTS                                                            


{Share(s) or
Interest(s) held}


 


in Petroleum Lease(s)
Number(s)                PL
92                                                                                        do
hereby transfer all


right, title and interest
in the said Petroleum Lease(s)
Number(s)                 
PL
92                                                     


to the following entities
in the following undivided interests
                                                                                 


 




	
  Full Name of Proposed

  Holder/s

  	
   

  	
  Full
  Address/es

  	
   

  	
  Percentage

  interest(s)

  	
   

  
	
  Tipperary Oil & Gas (Australia) Pty Ltd

  	
   

  	
  Level 20, 307 Queen Street,

  Brisbane, Qld. 4000

  	
   

  	
  61.9062500

  	
  %

  
	
  Tipperary Oil & Gas Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  24.2421875

  	
  %

  
	
  Tipperary Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.9296875

  	
  %

  
	
  Tipperary CSG, Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  4.6875000

  	
  %

  
	
  Tipperary Queensland, Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.1406250

  	
  %

  
	
  Craig, Ltd.

  	
   

  	
  500 W. Texas, Suite 1290
 Midland, Texas 79701

  	
   

  	
  2.3437500

  	
  %

  
	
  Mary Blanton Kennedy, Individually and as Executrix
  of the Estate of W. D. Kennedy, Deceased

  	
   

  	
  550 W. Texas, Suite 1225

  Midland, Texas 79701

  	
   

  	
  1.7500000

  	
  %

  






 


who warrants that it is
eligible pursuant to the Petroleum Act 1923
to hold Petroleum Lease(s)
Number(s)          PL
92                       


 


and the parties hereby
request that Ministerial consent to this assignment be given, and the transfer
registered at the Department of Natural Resources and Mines accordingly.


 


In the event of the
Minister giving his approval to this application, I/We the proposed holder(s)
do hereby accept the entitlements under Petroleum Lease(s)
Number(s)                    
PL


 





















 


92                                          
subject to all stipulations and conditions as the Minister shall determine.


 


In witness whereof, I/We hereto set my/our hand(s)
this                                                                      day


of                                                                                                                                                                              ,
2004.


 


	
  Signed by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) of
  Current Holder(s)

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) of
  Proposed Holder(s)

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 


18





















 


	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 










*All current and proposed holders
must complete this application. 
Where applicable, company seals should endorse the signature(s) of all
holders and proposed holders authorised to sign for their Companies.


 


19





















 


Petroleum
Act 1923


 


Section 61


 


TRANSFER
OF INTERESTS (WHOLE OR PART) IN A PETROLEUM LEASE


 


Subject to the consent of
the Minister pursuant to Section 61 of the Act,
I/We                                  TRI-STAR
PETROLEUM COMPANY A.R.B.N. 050 415 739                                               


{Company Name(s)
and ACN(s) or ARBN(s) in Full}


 


of                                  SUITE
1930, 3 RIVERWAY, HOUSTON, TEXAS, UNITED STATES OF
AMERICA                      


{Full Address(es)
of Holder(s)}


 


being the holder(s) of,
                       ONE
HUNDRED PER CENT (100%) OF
INTERESTS                                               


{Share(s) or
Interest(s) held}


 


in Petroleum Lease(s)
Number(s)                      PL
99                                               do
hereby transfer all


right, title and interest
in the said Petroleum Lease(s)
Number(s)                     
PL 99                                               


to the following entities
in the following undivided
interests:                                                                                                 


 




	
  Full Name of Proposed

  Holder/s

  	
   

  	
  Full
  Address/es

  	
   

  	
  Percentage

  interest(s)

  	
   

  
	
  Tipperary Oil & Gas (Australia) Pty Ltd

  	
   

  	
  Level 20, 307 Queen Street,

  Brisbane, Qld. 4000

  	
   

  	
  61.9062500

  	
  %

  
	
  Tipperary Oil & Gas Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  24.2421875

  	
  %

  
	
  Tipperary Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.9296875

  	
  %

  
	
  Tipperary CSG, Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  4.6875000

  	
  %

  
	
  Tipperary Queensland, Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.1406250

  	
  %

  
	
  Craig, Ltd.

  	
   

  	
  500 W. Texas, Suite 1290

  Midland, Texas 79701

  	
   

  	
  2.3437500

  	
  %

  
	
  Mary Blanton Kennedy, Individually and as Executrix
  of the Estate of W. D. Kennedy, Deceased

  	
   

  	
  550 W. Texas, Suite 1225

  Midland, Texas 79701

  	
   

  	
  1.7500000

  	
  %

  






 


who warrants that it is
eligible pursuant to the Petroleum Act 1923
to hold Petroleum Lease(s)
Number(s)              PL
99                      


 


and the parties hereby
request that Ministerial consent to this assignment be given, and the transfer
registered at the Department of Natural Resources and Mines accordingly.


 


In the event of the
Minister giving his approval to this application, I/We the proposed holder(s)
do hereby accept the entitlements under Petroleum Lease(s)
Number(s)                       
PL


 





















 


99                                      
subject to all stipulations and conditions as the Minister shall determine.


 


In witness whereof, I/We hereto set my/our hand(s)
this                                                             day


of                                                                                                                                                                    ,
2004 .


 


	
  Signed by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) of
  Current Holder(s)

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) of
  Proposed Holder(s)

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 


21





















 


	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 










*All current and proposed holders
must complete this application. 
Where applicable, company seals should endorse the signature(s) of all
holders and proposed holders authorised to sign for their Companies.


 


22





















 


Petroleum Act 1923


 


Section 61


 


TRANSFER OF INTERESTS (WHOLE OR
PART) IN A PETROLEUM LEASE


 


Subject to the consent of the Minister pursuant to Section 61 of the
Act,
I/We                       TRI-STAR
PETROLEUM COMPANY A.R.B.N. 050 415 739


{Company Name(s) and
ACN(s) or ARBN(s) in Full}


 


of                                 SUITE
1930, 3 RIVERWAY, HOUSTON, TEXAS, UNITED STATES OF
AMERICA                  


{Full Address(es) of
Holder(s)}


 


being the holder(s) of,
                 ONE
HUNDRED PER CENT (100%) OF INTERESTS


{Share(s) or Interest(s)
held}


 


in Petroleum Lease(s)
Number(s)                  PL
100                                                                                                 do
hereby transfer all


right, title and interest in the said Petroleum Lease(s)
Number(s)                      
PL 100                                 to
the following entities in the following undivided interests


 




	
  Full Name of Proposed

  Holder/s

  	
   

  	
  Full
  Address/es

  	
   

  	
  Percentage

  interest(s)

  	
   

  
	
  Tipperary Oil & Gas (Australia) Pty Ltd

  	
   

  	
  Level 20, 307 Queen Street,

  Brisbane, Qld. 4000

  	
   

  	
  61.9062500

  	
  %

  
	
  Tipperary Oil & Gas Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  24.2421875

  	
  %

  
	
  Tipperary Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.9296875

  	
  %

  
	
  Tipperary CSG, Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  4.6875000

  	
  %

  
	
  Tipperary Queensland, Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.1406250

  	
  %

  
	
  Craig, Ltd.

  	
   

  	
  500 W. Texas, Suite 1290

  Midland, Texas 79701

  	
   

  	
  2.3437500

  	
  %

  
	
  Mary Blanton Kennedy, Individually and as Executrix
  of the Estate of W. D. Kennedy, Deceased

  	
   

  	
  550 W. Texas, Suite 1225

  Midland, Texas 79701

  	
   

  	
  1.7500000

  	
  %

  






 


who warrants that it is eligible pursuant to the Petroleum
Act 1923 to hold Petroleum Lease(s)
Number(s)           PL
100                    


 


and the parties hereby request that Ministerial consent to this
assignment be given, and the transfer registered at the Department of Natural
Resources and Mines accordingly.


 


In the event of the Minister giving his approval to this application,
I/We the proposed holder(s) do hereby accept the entitlements under Petroleum
Lease(s)
Number(s)                                   
PL 


 





















 


100                                    
subject to all stipulations and conditions as the Minister shall determine.


 


In witness whereof, I/We hereto set my/our hand(s)
this                                                                        day


of                                                                                                                                                                                        ,
2004.


 


	
  Signed by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) of
  Current Holder(s)

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) of
  Proposed Holder(s)

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 


24





















 


	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 










*All current and proposed holders must complete
this application.  Where applicable,
company seals should endorse the signature(s) of all holders and proposed
holders authorised to sign for their Companies.


 


25





















 


Petroleum Act 1923


 


Section 74


 


TRANSFER OF INTERESTS (WHOLE OR
PART) IN A PETROLEUM PIPELINE LICENCE


 


Subject to the consent of the Minister pursuant to Section 74 of the
Act,
I/We                            TRI-STAR
PETROLEUM COMPANY A.R.B.N. 050 415
739                                           


{Company Name(s) and
ACN(s) or ARBN(s) in Full}


 


of                                      SUITE
1930, 3 RIVERWAY, HOUSTON, TEXAS, UNITED STATES OF
AMERICA                           


{Full Address(es) of
Holder(s)}


 


being the holder(s) of,
                   ONE
HUNDRED PER CENT (100%) OF
INTERESTS                                           


{Share(s) or Interest(s)
held}


 


in Petroleum Pipeline Licence(s)
Number(s)                     PPL76                                                                  do
hereby transfer all


right, title and interest in the said Petroleum Pipeline Licence(s)
Number(s)                 
PPL76                                           


to the following entities in the following undivided
interests:                                                                                


 




	
  Full Name of Proposed

  Holder/s

  	
   

  	
  Full
  Address/es

  	
   

  	
  Percentage

  interest(s)

  	
   

  
	
  Tipperary Oil & Gas (Australia) Pty Ltd

  	
   

  	
  Level 20, 307 Queen Street,

  Brisbane, Qld. 4000

  	
   

  	
  61.9062500

  	
  %

  
	
  Tipperary Oil & Gas Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  24.2421875

  	
  %

  
	
  Tipperary Corporation

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.9296875

  	
  %

  
	
  Tipperary CSG, Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  4.6875000

  	
  %

  
	
  Tipperary Queensland, Inc.

  	
   

  	
  633 17th Street, Suite 1550,

  Denver, Colorado 80202

  	
   

  	
  2.1406250

  	
  %

  
	
  Craig, Ltd.

  	
   

  	
  500 W. Texas, Suite 1290

  Midland, Texas 79701

  	
   

  	
  2.3437500

  	
  %

  
	
  Mary Blanton Kennedy, Individually and as Executrix
  of the Estate of W. D. Kennedy, Deceased

  	
   

  	
  550 W. Texas, Suite 1225

  Midland, Texas 79701

  	
   

  	
  1.7500000

  	
  %

  






 


who warrants that it is eligible pursuant to the Petroleum
Act 1923 to hold Petroleum Pipeline Licence(s)
Number(s)              PPL
76                     


 


and the parties hereby request that Ministerial consent to this
assignment be given, and the transfer registered at the Department of Natural
Resources and Mines accordingly.


 


In the event of the Minister giving his approval to this application,
I/We the proposed holder(s) do hereby accept the entitlements under Petroleum
Pipeline Licence(s) Number(s)                  
PPL
76                                  
subject to all stipulations and conditions as the Minister shall determine.


 


In witness whereof, I/We hereto set my/our hand(s)
this                                                                               day


of                                                                                                                                                                                         ,
2004.


 





















 


	
  Signed by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) of
  Current Holder(s)

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) of
  Proposed Holder(s)

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 





















 


	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  
	
   

  	
   

  	
   

  
	
  And by the said

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature/s of
  Proposed Holder/s

  
	
   

  	
   

  	
   

  
	
  In the presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 










*All current and proposed holders must complete
this application.  Where applicable,
company seals should endorse the signature(s) of all holders and proposed
holders authorised to sign for their Companies.


 





















 


Exhibit ‘B’


2.25% Working Interest Assignment


 


 


Note for the Form 8-K
filing


 


Exhibit B consists of copies of the executed assignments from Bert C.
Wallace to Tri-Star Petroleum Company dated February 1, 2002 and from Kirk
Miller to Tri-Star Petroleum Company dated January 1, 2002.    These assignments document how Tri-Star
came to acquire its 2.25% interest in Comet Ridge that Tri-Star is assigning to
Tipperary Queensland as more fully described in Exhibit E of the Settlement
Agreement.   Tipperary Corporation
believes these 2002 assignments are not material to the Settlement Agreement
disclosures and has intentionally omitted them from Exhibit 10.101 of Form 8-K
filed by Tipperary Corporation on November 4, 2004.


 


Copies of these assignments are available by contacting:


Joseph Feiten


Chief Financial Officer


Tipperary Corporation


633 Seventeenth Street, Suite 1550


Denver, CO 80202


 





















 


Exhibit
‘C’


Retained
Overriding Royalty


 





















 


1.             Retained
Overriding Royalty Interest


 


1.1          Background


 


(a)                                  Notwithstanding any other
provision of this Agreement, Tri-Star has reserved the Retained Overriding
Royalty and the Tipperary Parties have agreed to pay the Retained Overriding
Royalty.  The right to the Retained
Overriding Royalty has been reserved in connection with and solely from the
2.25% Working Interest.  The Retained
Overriding Royalty shall not escalate upon the Tipperary Parties acquiring
additional working interests.


 


1.2          Terms of Retained Overriding Royalty
Payments


 


(a)                                  The Retained
Overriding Royalty is:


 


(i)                                     Before Payout under the Joint
Operating Agreement dated 15 May 1992, an undivided interest of 2.09309931% of
all Sales Proceeds, said percentage being equivalent to 1.5% of 8/8ths divided
by the size of the Tipperary Parties interest in Revenue, being 71.6640625%, as
provided in Exhibit A, 3., BEFORE PROJECT PAYOUT, Column B of the Joint
Operating Agreement.  ; and


 


(ii)                                  After Payout under the Joint
Operating Agreement dated 15 May 1992, an undivided interest of 2.35201882% of
all Sales Proceeds said percentage being equivalent to 1.5% of 8/8ths divided
by the size of the Tipperary Parties interest in Revenue, being 63.7750000%, as
provided in Exhibit A, 3., AFTER PROJECT PAYOUT, Column B of the Joint
Operating Agreement.  ; and


 


(iii)          Before Payout under the Joint
Operating Agreement dated 15 May 1992 in relation to ATP 653P and ATP 745P, an
undivided interest of 2.09089633% of all Sales Proceeds said percentage being
equivalent to 1.5% of 8/8ths divided by the size of the Tipperary Parties
interest in Revenue, being 71.73956839%, as provided in Exhibit A, 3., BEFORE
PROJECT PAYOUT, Column B of the Joint Operating Agreement; and.


 


(iv)                              After Payout under the Joint
Operating Agreement dated 15 May 1992 in relation to ATP 653P and ATP 745P, an
undivided interest of 2.34966680% of all Sales Proceeds said percentage being
equivalent to 1.5% of 8/8ths divided by the size of the Tipperary Parties
interest in Revenue, being 63.83883884%, as provided in Exhibit A, 3., AFTER
PROJECT PAYOUT, Column B of the Joint Operating Agreement.


 


(b)                                 The Retained Overriding
Royalty payable by the Tipperary Parties to Tri-Star shall be calculated on a
monthly basis, and paid monthly in arrears.


 


(c)                                  In relation to the Retained
Overriding Royalty, the following terms have the


 





















 


meanings set out below:


 


(i)                                     Sales
Proceeds is
(for the purposes of the Agreement) the Revenue to the Tipperary Parties from
Petroleum produced from the Tipperary Parties Interests and Permits measured at
the Delivery Point or, in the event sale occurs downstream from the Delivery
Point, at the point of sale, without reduction for statutory royalty or any
costs except the applicable percentage of all costs as are incurred beyond the
Delivery Point.


 


(ii)                                  Tipperary
Parties Interests and Permits, in this Agreement, means:


 


A.                                   all of the beneficial interest
of the Tipperary Parties in relation to the Permits and the Joint Operating
Agreement;


 


B.                                     Tipperary Parties Accumulated
Gas Balance, including the accumulated gas balance attributable to the 2.25%
Working Interest;


 


And includes any tenement, title or right granted pursuant to the Act or
acquired otherwise in substitution for or in replacement of a tenement or a
previous replacement tenement forming part of the Tipperary Parties Interests
and Permits, or granted over all or any part of the area formerly covered by
the tenement or a previous replacement tenement forming part of the Tipperary
Parties Interests immediately on or at any time after the expiration or
surrender of such tenement or part of such tenement, provided that the
Tipperary Parties and Permits or Successor in Title of the Tipperary Parties
and Permits has an interest in such tenement, and includes any extension or
renewal of any such tenement.


 


(iii)                               Revenue is that amount
that would be determined as an arms length value that would be determined by
the royalty section of the Department of Natural Resources, Mines and Energy
under the Petroleum Act and means (exclusive of GST) all receipts, revenues,
incomes, rights, entitlements and benefits (including future profit sharing and
“gas swap” arrangements and recoveries under consequential loss insurance to
the extent they compensate for loss of receipts, revenues, incomes, rights,
entitlements or benefits that if not lost, would have constituted Revenue),
without any deductions, set offs or adjustments of any kind, other than as
stated above in paragraph (c)(i) above; provided, Revenue does not include
proceeds from any sale of the Permits except to the extent such
proceeds represent payment for Petroleum produced from the Tipperary Parties’
Interest and Permits;


 


(iv)                              Successor
in Title, in relation to the Tipperary Parties, includes a
person who holds an interest in a Replacement Tenement,


 





















 


notwithstanding it does not
take title thereto by way of Dealing from the Tipperary Parties, if and to the
extent that it acquires, upon grant of, or any extension or renewal of any tenement,
a right or title which is a Replacement Tenement, or an interest in any
Replacement Tenement as a result of any trust, agreement, obligation, right,
arrangement or understanding (whether or not in writing and whether or not
legally binding) with the Tipperary Parties or a previous Successor in Title;


 


(v)                                 Tenement means the
Permits acquired by the Tipperary Parties pursuant to the Settlement Agreement,
and any extension or renewal thereof and any tenement, title or right granted
pursuant to the Act or otherwise in substitution for or in replacement of the
Tenement or any previous replacement tenement, or granted over all or any part
of the area formerly covered by the Tenement or a previous Replacement Tenement
immediately or at any time after the expiration or surrender of such Tenement
or part of such Tenement, provided that the Tipperary Parties has an interest
in such tenement, and includes any extension or renewal of any such tenement;


 


(vi)                              Dealing means a dealing
including, without limitation, to sell, assign, transfer, sublease, declare
itself trustee of or to create an encumbrance in respect of or in any other way
to dispose of or alienate; and Deal With has a
corresponding meaning;


 


(vii)                           Delivery
Point means the first meter where petroleum is delivered to a common carrier,
whether or not the pipeline is owned or operated by the Tipperary Parties;


 


(viii)                        Interest
Rate means the rate under Section 48 of the Supreme Court Act.


 


(d)                                 By the 20th day
of each month the Tipperary Parties shall provide to Tri-Star a report
detailing:


 


(i)                                     the quantities of
Petroleum produced from the Tenement Area which have been sold or otherwise
disposed of to third parties during the previous month; and


 


(ii)                                  with respect to any Tipperary
Party to whom product was sold, the identity of the Tipperary Party; 


 


(iii)                               the price to
which the Tipperary Parties are entitled; and


 


(iv)                              the amount of the
Retained Overriding Royalty to which Tri-Star is entitled for the previous
month.


 


(e)                                  Tri-Star will
provide a tax invoice in respect of the Retained Overriding Royalty and
applicable GST on or before the 25th the month in which the report
is given.


 





















 


(f)                                    The Tipperary
Parties will pay to Tri-Star the Retained Overriding Royalty payable on Petroleum
sold during the previous month on or before the end of the month.


 


(g)                                 If an error is
discovered in any Retained Overriding Royalty calculation or payment
and if the parties are in agreement as to the amount of the error, then such
error shall be adjusted, within 30 days of the determination of the error.


 


(h)                                 If Tri-Star
disputes the Retained Overriding Royalty Payment or the figures
on which the Retained Overriding Royalty is based in any month,
it shall notify the Tipperary Parties. 
Tri-Star may also state what Tri-Star believes the Retained Overriding Royalty should
have been for the particular month. 
Within 7 days of receiving a notice from Tri-Star pursuant to this
clause the Tipperary Parties shall notify Tri-Star whether they agree with
Tri-Star’s calculation of the Retained Overriding Royalty for the particular
month (if provided by Tri-Star).


 


(i)                                     During the
pendency of any dispute between the parties, the Tipperary Parties shall pay
Tri-Star on a monthly and timely basis, the greater of the following:


 


(a)  the amount Tipperary does not dispute is owed
to Tri-Star;


 


(b)  the amount of the last undisputed monthly
payment; or


 


(c)  an amount equal to the average of the last
six months monthly payments.


 


Tri-Star may accept these payments without prejudice
to or waiver of its right to receive additional amounts for the months or
production covered by the payments and may enforce this obligation by mandatory
injunctive relief.


 


(j)                                     Payment shall be
made in immediately available funds on or before the due date by wire transfer
or other electronic payment to a nominated account in the State of Texas or
Queensland satisfactory to Tri-Star.


 


(k)                                  If the date on
which any payment falls due is not a business day in the place of payment, then
the Tipperary Parties’ payment shall be made on or before the business day
after the due date for payment on which the designated bank is open in the
normal course of business at the place for payment.


 


(l)                                     The Tipperary
Parties shall pay interest on any Arbitrator’s or judicial monetary award at the
Interest Rate until paid in full.


 





















 


1.3          Dealings


 


(a)                                  Tri-Star may Deal
With its interest in the Retained Overriding Royalty or any part of that
interest.


 


(b)                                 The Tipperary
Parties must not Deal With all or any part of a Tenement or other part of the Tipperary
Parties Interests in favor of any third party unless the Tipperary Parties
first obtain from the third party a written agreement to assume and discharge
the obligations of the Tipperary Parties under this Exhibit C to the extent of
the interest acquired by the third party and provide corresponding security.


 


1.4          Security


 


The TQI will provide Tri-Star as security for the
terms of this Agreement with the AU and US Security. The parties agree that a
copy of the Security and this Agreement shall be lodged with the Department of
Natural Resources of Queensland, Australia and noted against each relevant
Tenement.  TQI shall also provide
Tri-Star with the requisite UCC documents necessary to perfect this security interest
under the laws of the State of Texas and Colorado.


 


1.5          Assignment


 


The
interests of Tri-Star pursuant to this Agreement may be assigned or novated by
Tri-Star on notice to the TQI provided, in the case of any novation, that the
new party executes an agreement on the same terms as this Exhibit “C” and
delivers same to the TQI.


 


2.             Information


 


2.1          Tri-Star to receive information


 


The
parties agree that the Tri-Star Parties are entitled to receive the following
information relating to all matters the subject of this Exhibit C after
the Settlement Date:


 


(a)                                  Petroleum Sold from the
Permits measured at the Delivery Point;


 


(b)                                 The Tipperary Parties’
Petroleum sale invoices and remittance advices in connection with the Permits
or Joint Operating Agreement;


 


(c)                                  The Tipperary Parties’Invoices
and/or remittance advices with any person for the storage, disposal or use of
Petroleum production from the Permits;


 


and the Tipperary Parties shall provide such
information accordingly.


 





















 


3.             Restraint
on Assignment


 


3.1          Assignment of Permits and interests
under an Operating Agreement


 


If any Permit or interest under the Joint Operating
Agreement acquired by TQI under this Settlement Agreement is assigned or
transferred by TQI after the Settlement Date, the Tipperary Parties must ensure
that a relevant interest in the Retained Overriding Royalty and a relevant
interest in the obligations under this Agreement are also transferred to the
assignee of the Permit or interest, as the case may be.


 





















 


Exhibit
‘D’


 


Notices
of Discontinuance & Dismissal


 


SUPREME COURT OF QUEENSLAND


 


	
   

  	
  REGISTRY:

  	
  Brisbane

  
	
   

  	
  NUMBER:

  	
  S695/03

  



 


	
  Applicant:

  	
  TRI-STAR PETROLEUM COMPANY (ABN 80 050 415 739)

  
	
   

  	
   

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  
	
  First Respondent:

  	
  TIPPERARY OIL & GAS (AUSTRALIA) PTY LTD

  
	
   

  	
  (ABN 46 077 536 871)

  
	
   

  	
   

  	
   

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  
	
  Second Respondent:

  	
  TIPPERARY OIL & GAS CORPORATION

  
	
   

  	
  (ABN 18 595 169 951)

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  
	
  Third Respondent:

  	
  TIPPERARY CORPORATION (ABN 66 337 311 073)

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Fourth Respondent:

  	
  CRAIG LTD (ABN 44 598 759 707)

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Fifth Respondent:

  	
  MARY BLANTON KENNEDY, INDEPENDENT

  EXECUTRIX OF THE ESTATE OF WILLIAM DUNCAN

  KENNEDY (ABN 74 667 639 790)

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  
	
  Sixth Respondent:

  	
  MARY BLANTON KENNEDY

  



 


 


NOTICE OF DISCONTINUANCE


 


TAKE NOTICE that
the applicant discontinues the whole of the application against the first,
second, third, fourth, fifth and sixth respondents.


 


Each party to the proceedings
bears its own costs.


 


The applicant does not
represent any other person in the proceeding.


 


The applicant has been served
with any affidavit in reply from a respondent.


 





















 


Signed:


 


Description:  Solicitors for the applicant


 


Dated:


 


 


The first respondent consents
to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the first respondent


 


Dated:


 


 


The second respondent consents
to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the second respondent


 


Dated:


 


 


The third respondent consents
to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the third respondent


 


Dated:


 





















 


The fourth respondent consents
to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the fourth respondent


 


Dated:


 


 


The fifth respondent consents
to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the fifth respondent


 


Dated:


 


 


The sixth respondent consents
to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the sixth respondent


 


Dated:


 





















 


SUPREME COURT OF QUEENSLAND


 


	
   

  	
  REGISTRY:

  	
  Brisbane

  
	
   

  	
  NUMBER:

  	
  S695/03

  



 


	
  Applicant:

  	
  TRI-STAR
  PETROLEUM COMPANY (ABN 80 050 415 739)

  
	
   

  	
   

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  
	
  First
  Respondent:

  	
  TIPPERARY
  OIL & GAS (AUSTRALIA) PTY LTD (ABN 46 077 536 871)

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  	
   

  
	
  Second
  Respondent:

  	
  TIPPERARY
  OIL & GAS CORPORATION (ABN 18 595 169 951)

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  	
   

  
	
  Third
  Respondent:

  	
  TIPPERARY
  CORPORATION (ABN 66 337 311 073)

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  	
   

  
	
  Fourth
  Respondent:

  	
  CRAIG
  LTD (ABN 44 598 759 707)

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  	
   

  
	
  Fifth
  Respondent:

  	
  MARY
  BLANTON KENNEDY, INDEPENDENT EXECUTRIX OF THE ESTATE OF WILLIAM DUNCAN KENNEDY
  (ABN 74 667 639 790)

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  	
   

  
	
  Sixth
  Respondent:

  	
  MARY
  BLANTON KENNEDY

  



 


NOTICE OF DISCONTINUANCE


 


TAKE NOTICE that the
applicant discontinues the whole of the application against the first, second,
third, fourth, fifth and sixth respondents.


 


Each party to the
proceedings bears its own costs.


 


The applicant does not
represent any other person in the proceeding.


 


The applicant has been
served with any affidavit in reply from a respondent.


 





















 


Signed:


 


Description:  Solicitors for the applicant


 


Dated:


 


 


The first respondent
consents to this discontinuance.


 


Signed:


 


Description:  Solicitors for the first respondent


 


Dated:


 


 


The second respondent
consents to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the second respondent


 


Dated:


 


 


The third respondent
consents to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the third respondent


 


Dated:


 


 


The fourth respondent
consents to this discontinuance.


 





















 


Signed:


 


Description:  Solicitors for the fourth respondent


 


Dated:


 


 


The fifth respondent
consents to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the fifth respondent


 


Dated:


 


 


The sixth respondent
consents to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the sixth respondent


 


Dated:


 





















 


SUPREME COURT OF QUEENSLAND


 


	
   

  	
  REGISTRY:

  	
  Brisbane

  
	
   

  	
  NUMBER:

  	
  S9766/01

  



 


	
  Applicant:

  	
  TIPPERARY
  OIL & GAS (AUSTRALIA) PTY LTD (ACN 077 536 871)

  
	
   

  	
   

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  
	
  Respondent:

  	
  TRI-STAR
  PETROLEUM COMPANY (ARBN 050 415 739)

  



 


NOTICE OF DISCONTINUANCE


 


TAKE NOTICE that the
applicant discontinues the whole of the application against the respondent.


 


Each party to the
proceedings bears its own costs.


 


The applicant does not
represent any other person in the proceeding.


 


The applicant has been served
with any affidavit in reply from a respondent.


 


 


Signed:


 


Description:  Solicitors for the applicant


 


Dated:


 


 


The respondent consents to
this discontinuance.


 


 


Signed:


 


Description:  Solicitor for the respondent


 


Dated:


 





















 


SUPREME COURT OF QUEENSLAND


 


	
   

  	
  REGISTRY:

  	
  Brisbane

  
	
   

  	
  NUMBER:

  	
  S6870/04

  



 


	
  Applicant:

  	
  TRI-STAR
  PETROLEUM COMPANY (ARBN 80 050 415 739)

  
	
   

  	
   

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  
	
  First
  Respondent:

  	
  TIPPERARY
  OIL & GAS (AUSTRALIA) PTY LTD (ACN 077 536 871)

  
	
   

  	
   

  	
   

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  	
   

  
	
  Second
  Respondent:

  	
  TIPPERARY
  CORPORATION

  



 


NOTICE OF DISCONTINUANCE


 


TAKE NOTICE that the
applicant discontinues the whole of the application against the first and
second respondents.


 


Each party to the
proceedings bears its own costs.


 


The applicant does not
represent any other person in the proceeding.


 


The applicant has been
served with any affidavit in reply from a respondent.


 


 


Signed:


 


Description:  Solicitors for the applicant


 


Dated:


 


 


The first respondent
consents to this discontinuance.


 





















 


Signed:


 


Description:  Solicitors for the first respondent


 


Dated:


 


 


The second respondent
consents to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the second respondent


 


Dated:


 





















 


SUPREME COURT OF QUEENSLAND


 


	
   

  	
  REGISTRY:

  	
  Brisbane

  
	
   

  	
  NUMBER:

  	
  S11625/01

  



 


	
  Applicant:

  	
  TRI-STAR
  PETROLEUM COMPANY (ARBN 050 415 739)

  
	
   

  	
   

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  
	
  First
  Respondent:

  	
  TIPPERARY
  OIL & GAS (AUSTRALIA) PTY LTD (ACN 077 536 871)

  
	
   

  	
   

  	
   

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  	
   

  
	
  Second
  Respondent: 

  	
  TIPPERARY
  CORPORATION

  



 


NOTICE OF DISCONTINUANCE


 


TAKE NOTICE that the
applicant discontinues the whole of the application against the first and
second respondents.


 


Each party to the
proceedings bears its own costs.


 


The applicant does not
represent any other person in the proceeding.


 


The applicant has not been
served with any affidavit in reply from a respondent.


 


 


Signed:


 


Description:  Solicitors for the applicant


 


Dated:


 


 


The first respondent
consents to this discontinuance.


 


 


Signed:


 





















 


Description:  Solicitors for the first respondent


 


Dated:


 


 


The second respondent
consents to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the second respondent


 


Dated:


 





















 


SUPREME COURT OF QUEENSLAND


 


	
   

  	
  REGISTRY:

  	
  Brisbane

  
	
   

  	
  NUMBER:

  	
  S5772/03

  



 


	
  Applicant:

  	
  TRI-STAR
  PETROLEUM COMPANY (ABN 80 050 415 739)

  
	
   

  	
   

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  
	
  First
  Respondent:

  	
  TIPPERARY
  OIL & GAS (AUSTRALIA) PTY LTD (ACN 077 536 871)

  
	
   

  	
   

  	
   

  
	
   

  	
  AND

  	
   

  
	
   

  	
   

  	
   

  
	
  Second
  Respondent:

  	
  TIPPERARY
  CORPORATION (ARBN 102 958 707)

  



 


NOTICE OF DISCONTINUANCE


 


TAKE NOTICE that the
applicant discontinues the whole of the application against the first and
second respondents.


 


Each party to the
proceedings bears its own costs.


 


The applicant does not
represent any other person in the proceeding.


 


The applicant has been
served with any affidavit in reply from a respondent.


 


 


Signed:


 


Description:  Solicitors for the applicant


 


Dated:


 


 


The first respondent
consents to this discontinuance.


 





















 


Signed:


 


Description:  Solicitors for the first respondent


 


Dated:


 


 


The second respondent
consents to this discontinuance.


 


 


Signed:


 


Description:  Solicitors for the second respondent


 


Dated:


 





















 


Exhibit ‘D’


Notices of Discontinuance
& Dismissal


 





















 


CAUSE NO.
CV-42,265


 


	
  TIPPERARY CORPORATION,

  	
  §

  	
  IN THE DISTRICT COURT
  OF

  
	
  TIPPERARY OIL & GAS

  	
  §

  	
   

  
	
  CORPORATION and
  TIPPERARY

  	
  §

  	
   

  
	
  OIL & GAS
  (AUSTRALIA) PTY LTD.

  	
  §

  	
   

  
	
   

  	
  §

  	
   

  
	
  Plaintiff

  	
  §

  	
   

  
	
   

  	
  §

  	
  MIDLAND COUNTY, TEXAS,

  
	
  v.

  	
  §

  	
   

  
	
   

  	
  §

  	
   

  
	
  TRI-STAR PETROLEUM
  COMPANY,

  	
  §

  	
   

  
	
  JAMES H. BUTLER, SR.
  and JAMES

  	
  §

  	
   

  
	
  H. BUTLER, JR.

  	
  §

  	
   

  
	
   

  	
  §

  	
   

  
	
  Defendants.

  	
  §

  	
  238th
  JUDICIAL DISTRICT

  



 


AGREED MOTION TO DISMISS WITH PREJUDICE


 


TO
THE HONORABLE JUDGE OF THIS COURT:


 


Come
now Plaintiffs, Tipperary Corporation, Tipperary Oil & Gas (Australia) PTY
LTD., Tipperary CSG, Inc. and Tipperary Oil & Gas Corporation (hereafter
“Plaintiffs”), Intervenors, Mary Blanton Kennedy, Independent Executrix of the
Estate of W.D. Kennedy and Craig, LTD. 
(hereafter “Intervenors”) and Defendants, Tri-Star Petroleum Company,
James H. Butler, Sr., and James H. Butler, Jr. (hereafter “Defendants”), and
announce to the Court that they have settled all claims and controversies
between them and move this Court to (1) dismiss with prejudice all claims,
known and unknown, asserted and unasserted, which may exist between them, (2)
to vacate certain interlocutory orders, (3) to release the security previously
posted by Plaintiffs and (4) to enter the Order of Dismissal with Prejudice
submitted with this Motion.


 


Respectfully submitted,


 





















 


	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Mr.
  James V. Hammett, Jr.

  
	
   

  	
   

  	
   

  	
  State
  Bar No. 08857000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mr.
  James V. Hammett, Jr.

  
	
   

  	
   

  	
  Attorney
  At Law

  
	
   

  	
   

  	
  1004
  Walnut Street

  
	
   

  	
   

  	
  P.
  O. Box 1788

  
	
   

  	
   

  	
  Lampasas,
  Texas 76550

  
	
   

  	
   

  	
  (512)
  556-8585

  
	
   

  	
   

  	
  (512)
  556-8586 Fax

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mr.
  Charles Tighe

  
	
   

  	
   

  	
  Ms.
  Susan R. Richardson

  
	
   

  	
   

  	
  COTTON,
  BLEDSOE, TIGHE & DAWSON, P.C.

  
	
   

  	
   

  	
  P.
  O. Box 2776

  
	
   

  	
   

  	
  Midland,
  Texas 79702-2776

  
	
   

  	
   

  	
  (432)
  684-5782 - Phone

  
	
   

  	
   

  	
  (432)
  682-3672 – Fax

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ms.
  Deborah Essig Taylor

  
	
   

  	
   

  	
  GLAST,
  PHILLIPS & MURRAY, P.C.

  
	
   

  	
   

  	
  815
  Walker, Suite 1250

  
	
   

  	
   

  	
  Houston,
  Texas 77002

  
	
   

  	
   

  	
  (713)
  237-3111

  
	
   

  	
   

  	
  (713)
  237-3202 Fax

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATTORNEYS
  FOR PLAINTIFFS TIPPERARY

  CORPORATION, TIPPERARY OIL & GAS

  (AUSTRALIA) PTY LTD., TIPPERARY CSG,

  INC. AND TIPPERARY OIL & GAS

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Mr.
  Charles Tighe

  
	
   

  	
   

  	
   

  	
  State
  Bar No. 20024000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mr.
  Charles Tighe

  
	
   

  	
   

  	
  Ms.
  Susan R. Richardson

  
	
   

  	
   

  	
  COTTON,
  BLEDSOE, TIGHE & DAWSON, P.C.

  
	
   

  	
   

  	
  P.
  O. Box 2776

  
							



 





















 


	
   

  	
   

  	
  Midland,
  Texas 79702-2776

  
	
   

  	
   

  	
  (432)
  684-5782 - Phone

  
	
   

  	
   

  	
  (432)
  682-3672 – Fax

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mr.
  James V. Hammett, Jr.

  
	
   

  	
   

  	
  Attorney
  At Law

  
	
   

  	
   

  	
  1004
  Walnut Street

  
	
   

  	
   

  	
  P.
  O. Box 1788

  
	
   

  	
   

  	
  Lampasas,
  Texas 76550

  
	
   

  	
   

  	
  (512)
  556-8585

  
	
   

  	
   

  	
  (512)
  556-8586 Fax

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ms.
  Deborah Essig Taylor

  
	
   

  	
   

  	
  GLAST,
  PHILLIPS & MURRAY, P.C

  
	
   

  	
   

  	
  815
  Walker, Suite 1250

  
	
   

  	
   

  	
  Houston,
  Texas 77002

  
	
   

  	
   

  	
  (713)
  237-3111

  
	
   

  	
   

  	
  (713)
  237-3202 Fax

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATTORNEYS
  FOR INTERVENORS, MARY

  BLANTON KENNEDY, INDEPENDENT

  EXECUTRIX OF THE ESTATE OF W.D.

  KENNEDY AND CRAIG, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MCGINNIS, LOCHRIDGE & KILGORE, L.L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Patton
  G. Lochridge

  
	
   

  	
   

  	
   

  	
  State
  Bar No. 12458500

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Patton
  G. Lochridge

  
	
   

  	
   

  	
  State
  Bar No. 12458500

  
	
   

  	
   

  	
  919
  Congress Avenue

  
	
   

  	
   

  	
  1300
  Capitol Center

  
	
   

  	
   

  	
  Austin,
  Texas 78701

  
	
   

  	
   

  	
  (512)
  495-6044 – Phone

  
	
   

  	
   

  	
  (512)
  505-6344 – Fax

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATTORNEYS
  FOR DEFENDANTS TRI-STAR

  PETROLEUM COMPANY, JAMES H. BUTLER,

  SR. and JAMES H. BUTLER, JR.

  
					



 





















 


CERTIFICATE OF SERVICE


 


I hereby certify that a true and correct copy of the above and
foregoing document was served via
                                  ,
on this
                           
day of
                         ,
2004, to all counsel of record as follows:


 


	
   

  	
  Charles
  Tighe

  	
   

  	
   

  
	
   

  	
  Susan
  R. Richardson

  	
   

  	
   

  
	
   

  	
  COTTON,
  BLEDSOE, TIGHE & DAWSON, P.C.

  	
   

  	
   

  
	
   

  	
  P.
  O. Box 2776

  	
   

  	
   

  
	
   

  	
  Midland,
  Texas 79702-2776

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Deborah
  Essig Taylor

  	
   

  	
   

  
	
   

  	
  GLAST,
  PHILLIPS & MURRAY, P.C.

  	
   

  	
   

  
	
   

  	
  815
  Walker Street, Suite 1200

  	
   

  	
   

  
	
   

  	
  Houston,
  Texas 77002

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  James
  V. Hammett, Jr.

  	
   

  	
   

  
	
   

  	
  Attorney
  at Law

  	
   

  	
   

  
	
   

  	
  P.
  O. Box 786

  	
   

  	
   

  
	
   

  	
  Lampasas,
  Texas 76550

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Russell
  L. Foster

  	
   

  	
   

  
	
   

  	
  CARVER,
  DARDEN, KORETZKY, TESSIER,

  	
   

  	
   

  
	
   

  	
  FINN, BLOSSMAN & AREAUX, L.L.C.

  	
   

  	
   

  
	
   

  	
  Energy
  Centre

  	
   

  	
   

  
	
   

  	
  1100
  Poydras Street, Suite 2700

  	
   

  	
   

  
	
   

  	
  New
  Orleans, Louisiana 70163

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Patton
  G. Lochridge

  



 





















 


CAUSE NO.
CV-42,265


 


	
  TIPPERARY CORPORATION,

  	
  §

  	
  IN THE DISTRICT COURT
  OF

  
	
  TIPPERARY OIL & GAS

  	
  §

  	
   

  
	
  CORPORATION and
  TIPPERARY

  	
  §

  	
   

  
	
  OIL & GAS
  (AUSTRALIA) PTY LTD.

  	
  §

  	
   

  
	
   

  	
  §

  	
   

  
	
  Plaintiff

  	
  §

  	
   

  
	
   

  	
  §

  	
  MIDLAND COUNTY, TEXAS,

  
	
  v.

  	
  §

  	
   

  
	
   

  	
  §

  	
   

  
	
  TRI-STAR PETROLEUM
  COMPANY,

  	
  §

  	
   

  
	
  JAMES H. BUTLER, SR.
  and JAMES

  	
  §

  	
   

  
	
  H. BUTLER, JR.

  	
  §

  	
   

  
	
   

  	
  §

  	
   

  
	
  Defendants.

  	
  §

  	
  238th
  JUDICIAL DISTRICT

  



 


ORDER OF DISMISSAL WITH PREJUDICE


 


On
this             
day of October, 2004, came on to be heard the Agreed Motion to Dismiss with
Prejudice filed by Plaintiffs, Tipperary Corporation, Tipperary Oil & Gas
(Australia) PTY LTD., Tipperary CSG, Inc., and Tipperary Oil & Gas
Corporation (hereafter “Plaintiffs”), Intervenors, Mary Blanton Kennedy,
Independent Executrix of the Estate of W.D. Kennedy and Craig, LTD. (hereafter
“Intervenors”) and Defendants, Tri-Star Petroleum Company’s, James H. Butler,
Sr. and James H. Butler Jr.’s (“Defendants”).


 


The
parties appeared by and through their attorneys of record, and announced that a
settlement of all claims between them had been reached.  The Court, upon considering the
representations by counsel for Plaintiffs, Intervenors and Defendants, is of
the opinion and finds that the following Order should be and hereby is,
entered.


 


It
is ORDERED, ADJUDGED, and DECREED, that all claims and causes of action, known
or unknown, which have been asserted or could have been asserted by Plaintiffs
against Defendants or Intervenors be and hereby are, in all things DISMISSED
WITH PREJUDICE to the refiling of same.


 





















 


It
is ORDERED, ADJUDGED, and DECREED, that all claims and causes of action, known
or unknown, which have been asserted or could have been asserted by Intervenors
against Defendants or Plaintiffs be and hereby are, in all things DISMISSED
WITH PREJUDICE to the refiling of same.


 


It
is ORDERED, ADJUDGED, and DECREED, that all claims and causes of action, known
or unknown, which have been asserted or could have been asserted by Defendants
against Plaintiffs or Intervenors be and hereby are, in all things DISMISSED
WITH PREJUDICE to the refiling of same.


 


It
is further ORDERED, ADJUDGED, and DECREED that as to the claims between one and
another, Plaintiffs, Intervenors and Defendants shall each bear their own
costs, expenses and attorneys’ fees.


 


It
is further ORDERED, ADJUDGED, and DECREED that all previous ORDERS of this
Court awarding sanctions or attorneys’ fees be, and hereby are VACATED.


 


It
is further ORDERED, ADJUDGED, and DECREED that the TEMPORARY INJUCTION
previously entered in this case be, and hereby is, DISSOLVED, and that the
Clerk is hereby directed to return to Plaintiffs any bond or other security
posted in connection with such Temporary Injunction.


 


As
between Plaintiffs, Intervenors, and Defendants, all relief not specifically
granted herein is hereby DENIED.


 


Signed
and entered this
             
day of October, 2004.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Honorable
  John G. Hyde, Judge Presiding

  



 





















 


	
  Approved
  as to Form and Substance:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MCGINNIS,
  LOCHRIDGE & KILGORE, L.L.P.

  	
   

  	
   

  
	
  1300
  Capitol Center

  	
   

  	
   

  
	
  919
  Congress Avenue

  	
   

  	
   

  
	
  Austin,
  Texas 78701

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Patton
  G. Lochridge

  	
   

  	
   

  
	
  SBN:
  12458500

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attorneys for Defendants Tri-Star Petroleum

  Company, James H. Butler, Sr. and James H. Butler, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  James
  V. Hammett, Jr.

  	
   

  	
   

  
	
  SBN:
  08857000

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mr.
  James V. Hammett, Jr.

  	
   

  	
   

  
	
  Attorney
  At Law

  	
   

  	
   

  
	
  1004
  Walnut Street

  	
   

  	
   

  
	
  P.
  O. Box 1788

  	
   

  	
   

  
	
  Lampasas,
  Texas 76550

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mr.
  Charles Tighe

  	
   

  	
   

  
	
  Ms.
  Susan R. Richardson

  	
   

  	
   

  
	
  COTTON,
  BLEDSOE, TIGHE & DAWSON, P.C.

  	
   

  	
   

  
	
  500
  W. Illinois, Suite 300

  	
   

  	
   

  
	
  P.
  O. Box 2776

  	
   

  	
   

  
	
  Midland,
  Texas 79702-4337

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Ms.
  Deborah Essig Taylor

  	
   

  	
   

  
	
  GLAST,
  PHILLIPS & MURRAY, P.C.

  	
   

  	
   

  
	
  815
  Walker Street, Suite 1200

  	
   

  	
   

  
	
  Houston,
  Texas 77002

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attorneys For Plaintiffs Tipperary

  Corporation, Tipperary Oil & Gas

  (Australia) PTY LTD., Tipperary CSG, Inc.,

  and Tipperary Oil & Gas Corporation

  	
   

  	
   

  



 





















 


	
   

  	
   

  
	
  Charles
  Tighe

  	
   

  
	
  SBN:
  20024000

  	
   

  
	
   

  	
   

  
	
  Mr.
  Charles Tighe

  	
   

  
	
  Ms.
  Susan R. Richardson

  	
   

  
	
  COTTON,
  BLEDSOE, TIGHE & DAWSON, P.C.

  	
   

  
	
  500
  W. Illinois, Suite 300

  	
   

  
	
  P.
  O. Box 2776

  	
   

  
	
  Midland,
  Texas 79702-4337

  	
   

  
	
   

  	
   

  
	
  Mr.
  James V. Hammett, Jr.

  	
   

  
	
  Attorney
  At Law

  	
   

  
	
  1004
  Walnut Street

  	
   

  
	
  P.
  O. Box 1788

  	
   

  
	
  Lampasas,
  Texas 76550

  	
   

  
	
   

  	
   

  
	
  Ms.
  Deborah Essig Taylor

  	
   

  
	
  GLAST,
  PHILLIPS & MURRAY, P.C.

  	
   

  
	
  815
  Walker Street, Suite 1200

  	
   

  
	
  Houston,
  Texas 77002

  	
   

  
	
   

  	
   

  
	
  Attorneys for Intervenors, Mary Blanton

  Kennedy, Independent Executrix Of The

  Estate Of W.D. Kennedy and Craig, LTD.

  	
   

  



 





















 


Exhibit ‘E’


Working Interest Assignment


 





















 


ASSIGNMENT, BILL OF SALE AND CONVEYANCE


 


ATP 526P


 


For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Tri-Star Petroleum
Company, whose address is Suite 1930, 3 Riverway, Houston, 77056 Texas, United
States of America, hereinafter called “Assignor,” does hereby grant, sell,
assign, transfer and deliver unto Tipperary Queensland, Inc., its successors
and assigns, hereinafter called “Assignee,” Assignor’s undivided interest
(which is not less than the interest credited to Assignee below) in and to all
rights and interests of Assignor in that certain Joint Operating Agreement
dated 15 May 1992, (referred to herein as “the Operating Agreement”, and made a
part hereof by this reference), together with 1) Assignor’s undivided interest,
if any, in and to, and Assignor’s right to acquire an undivided interest in and
to, all personal and mixed property located on the lands covered by the Permits
and used in operations conducted on same, whether located on or off the Permits,
and 2) Assignor’s undivided interests in and to, and the right to acquire an
undivided interest in and to, any and all gas purchase and sale agreements,
crude purchase and sale agreements, gas pipeline agreements, volumetric or
other production payments of any nature, leases of equipment or facilities and
any and all other agreements and rights which are (i) appurtenant to the
Permits or Wells, or (ii) used or held for use in connection with the ownership
or operation of the Wells or with the production, treatment, sale or disposal
of water, hydrocarbons, or associated substances produced, used or disposed of
in connection with the Wells or the Permits, free of liens, claims and
encumbrances; all of such assigned interests are subject to and conditional
upon the Retained Overriding Royalty under that Settlement Agreement and Mutual
Release made by the parties on
              
October, 2004 (the “Settlement Agreement”), which is incorporated herein by
reference which Retained Overriding Royalty is hereby RESERVED unto Tri-Star
Petroleum Company, and excluding those interests reserved to or otherwise to be
acquired by the Tri-Star Parties (as defined in the Settlement Agreement) under
the terms of the Deed of February 14, 2002 made with Origin Energy CSG, Ltd,
which interests are hereby specifically excepted and reserved by Assignor.


 


The interests previously credited to Assignor by
virtue of the assignments from Miller and Wallace as identified in the
Settlement Agreement under “Percentage interest of the parties to this
agreement” in Exhibit “A” of the Joint Operating Agreement shall as of the
Effective Date hereof be credited, subject to the Retained Overriding Royalty,
as follows:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  B

  	
   

  	
  In Acquisition,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  In Leasehold

  	
   

  	
  Drilling,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Ownership and

  	
   

  	
  Development,

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
  Lease Operating

  	
   

  	
  Workover, and

  	
   

  
	
   

  	
   

  	
  In Production

  	
   

  	
  Expenses

  	
   

  	
  Capital Costs

  	
   

  
	
   

  	
   

  	
  (%)

  	
   

  	
  (%)

  	
   

  	
  (%)

  	
   

  
	
  BEFORE
  PROJECT PAYOUT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tipperary
  Queensland, Inc.

  	
   

  	
  1.92656250

  	
   

  	
  2.14062500

  	
   

  	
  2.25000000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (%)

  	
   

  	
  (%)

  	
   

  	
  (%)

  	
   

  
	
  AFTER
  PROJECT PAYOUT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tipperary
  Queensland, Inc.

  	
   

  	
  1.71000000

  	
   

  	
  1.90000000

  	
   

  	
  1.90000000

  	
   

  



 





















 


As part of the consideration herefor, Assignee agrees
to pay its proportionate share of all costs and expenses and be responsible for
any claims or liabilities incurred under the Operating Agreement with respect
to the above described interest from and after the Effective Date hereof.  This Assignment may be executed in
counterparts, each of which shall be considered an original hereof.


 


Assignor specially warrants title to the rights and
interests conveyed herein and agrees, for itself, its successors and assigns,
to defend the title of Assignee, its successors and assigns, to said rights and
interests against every person whomsoever claiming the same or any part
thereof, by, through and under Assignor, but not otherwise.  This assignment is made with full
substitution and subrogation in and to all of the rights and actions or
warranties which Assignor has or may have against Assignor’s
predecessor-in-title.


 


ASSIGNEE
UNDERSTANDS AND AGREES THAT THE WELLS, EQUIPMENT AND OTHER ITEMS OF PERSONALTY
WHICH MAY BE COVERED HEREBY ARE USED AND SOLD ON AN “AS IS” AND “WHERE IS”
BASIS AND WITH ALL FAULTS, IF ANY. 
ASSIGNOR SHALL HAVE NO LIABILITY TO ASSIGNEE FOR ANY CLAIMS, LOSS OR
DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY, INCIDENTALLY OR
CONSEQUENTIALLY BY SAID WELLS, EQUIPMENT OR PERSONAL PROPERTY, BY AND ANY
INADEQUACY THEREOF OR THEREWITH, ARISING IN STRICT LIABILITY OR OTHERWISE, OR
IN ANY WAY RELATED TO OR ARISING OUT OF THIS AGREEMENT.  ASSIGNOR MAKES NO EXPRESS OR IMPLIED
WARRANTIES OF ANY KIND INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO SAID WELLS, EQUIPMENT AND PERSONAL PROPERTY
AND EXPRESSLY DISCLAIMS ANY WARRANTIES WITH RESPECT THERETO.


 


This Assignment shall be governed by and
construed in accordance with the laws of the State of Texas without regard to
any provision of Texas law that would require the application of the law of a
different jurisdiction.


 


IN WITNESS WHEREOF, this Assignment is executed
on the dates of the acknowledgements, effective the first day of month of the
last acknowledgement hereto, the “Effective Date”.


 


	
  ASSIGNOR

  	
   

  
	
  Tri-Star Petroleum Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
			



 





















 


	
  ASSIGNEE

  	
   

  
	
  Tipperary Queensland, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  (print:)

  	
   

  	
   

  



 


 


STATE OF TEXAS


COUNTY OF


 


On this
                     
day of 
                           
, 2004, before me appeared
                    ,
to me personally known, who being by me duly sworn, did say that he/she has the
position of
                                              
of Tri-Star Petroleum Company, and that said instrument was signed and
delivered in behalf of said corporation by the authority of its Board of
Directors, and he acknowledged said instrument to be the free act and deed of
said corporation.


 


	
   

  	
                                                                              

  
	
   

  	
   

  
	
   

  	
  Notary Public, State
  of                                       

  
	
   

  	
   

  
	
   

  	
  Printed Name:
                                                     

  
	
   

  	
   

  
	
   

  	
  My Commission Expires:
                                   

  



 


STATE OF TEXAS


COUNTY OF


 


 


On this
                  
day of 
                          ,
2004, before me appeared
                          ,
to me personally known, who being by me duly sworn, did say that he/she has the
position of
                                               
of Tipperary Queensland, Inc., and that said instrument was signed and
delivered in behalf of said corporation by the authority of its Board of
Directors, and he acknowledged said instrument to be the free act and deed of
said corporation.


 


	
   

  	
                                                                              

  
	
   

  	
   

  
	
   

  	
  Notary Public, State of                                       

  
	
   

  	
   

  
	
   

  	
  Printed Name:                                                    

  
	
   

  	
   

  
	
   

  	
  My Commission Expires:
                                   

  



 





















 


ASSIGNMENT, BILL OF SALE AND CONVEYANCE


 


ATP 653P/ 745P


 


For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Tri-Star Petroleum
Company, whose address is Suite 1930, 3 Riverway, Houston, 77056 Texas, United
States of America, hereinafter called “Assignor,” does hereby grant, sell,
assign, transfer and deliver unto Tipperary Queensland, Inc., its successors
and assigns, hereinafter called “Assignee,” Assignor’s undivided interest
(which is not less than the interest credited to Assignee below) in and to all
rights and interests of Assignor in the Joint Operating Agreement dated May 15,
1992, (referred to herein as “the Operating Agreement”, and made a part hereof
by this reference), together with 1) Assignor’s undivided interest, if any, in
and to, and Assignor’s right to acquire an undivided interest in and to, all
personal and mixed property located on the lands covered by the Permits and
used in operations conducted on same, whether located on or off the Permits,
and 2) Assignor’s undivided interests in and to, and the right to acquire an
undivided interest in and to, any and all gas purchase and sale agreements,
crude purchase and sale agreements, gas pipeline agreements, volumetric or
other production payments of any nature, leases of equipment or facilities and
any and all other agreements and rights which are (i) appurtenant to the
Permits or Wells, or (ii) used or held for use in connection with the ownership
or operation of the Wells or with the production, treatment, sale or disposal
of water, hydrocarbons, or associated substances produced, used or disposed of
in connection with the Wells or the Permits, free of liens, claims and
encumbrances; all of such assigned interests are subject to and conditional
upon the Retained Overriding Royalty under that Settlement Agreement and Mutual
Release made by the parties on         October,
2004 (the “Settlement Agreement”), which is incorporated herein by reference
which Retained Overriding Royalty is hereby RESERVED unto Tri-Star Petroleum
Company, and excluding those interests reserved to or otherwise to be acquired
by the Tri-Star Parties (as defined in the Settlement Agreement) under the
terms of the Deed of February 14, 2002 made with Origin Energy CSG, Ltd, which
interests are hereby specifically excepted and reserved by Assignor.


 


The interests herein assigned shall as of the Effective
Date hereof be credited, subject to the Retained Overriding Royalty in Exhibit
“A” of the Joint Operating Agreement as follows:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  B

  	
   

  	
  In Acquisition,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  In Leasehold

  	
   

  	
  Drilling,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Ownership and

  	
   

  	
  Development,

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
  Lease Operating

  	
   

  	
  Workover, and

  	
   

  
	
   

  	
   

  	
  In Production

  	
   

  	
  Expenses

  	
   

  	
  Capital Costs

  	
   

  
	
   

  	
   

  	
  (%)

  	
   

  	
  (%)

  	
   

  	
  (%)

  	
   

  
	
  BEFORE
  PROJECT PAYOUT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tipperary
  Queensland, Inc.

  	
   

  	
  1.92859234

  	
   

  	
  2.14288038

  	
   

  	
  2.25242586

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (%)

  	
   

  	
  (%)

  	
   

  	
  (%)

  	
   

  
	
  AFTER
  PROJECT PAYOUT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tipperary
  Queensland, Inc.

  	
   

  	
  1.71171171

  	
   

  	
  1.90190190

  	
   

  	
  1.90190190

  	
   

  



 





















 


As part of the consideration herefor, Assignee
agrees to pay its proportionate share of all costs and expenses and be
responsible for any claims or liabilities incurred under the Operating
Agreement with respect to the above described interest from and after the
Effective Date hereof.  This Assignment
may be executed in counterparts, each of which shall be considered an original
hereof.


 


Assignor specially warrants title to the rights
and interests conveyed herein and agrees, for itself, its successors and
assigns, to defend the title of Assignee, its successors and assigns, to said
rights and interests against every person whomsoever claiming the same or any
part thereof, by, through and under Assignor, but not otherwise.  This assignment is made with full
substitution and subrogation in and all of the rights and actions or warranties
which Assignor has or may have against Assignor’s predecessor-in-title.


 


ASSIGNEE
UNDERSTANDS AND AGREES THAT THE WELLS, EQUIPMENT AND OTHER ITEMS OF PERSONALTY
WHICH MAY BE COVERED HEREBY ARE USED AND SOLD ON AN “AS IS” AND “WHERE IS”
BASIS AND WITH ALL FAULTS, IF ANY. 
ASSIGNOR SHALL HAVE NO LIABILITY TO ASSIGNEE FOR ANY CLAIMS, LOSS OR DAMAGE
CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY, INCIDENTALLY OR
CONSEQUENTIALLY BY SAID WELLS, EQUIPMENT OR PERSONAL PROPERTY, BY AND ANY
INADEQUACY THEREOF OR THEREWITH, ARISING IN STRICT LIABILITY OR OTHERWISE, OR
IN ANY WAY RELATED TO OR ARISING OUT OF THIS AGREEMENT.  ASSIGNOR MAKES NO EXPRESS OR IMPLIED
WARRANTIES OF ANY KIND INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO SAID WELLS, EQUIPMENT AND PERSONAL PROPERTY
AND EXPRESSLY DISCLAIMS ANY WARRANTIES WITH RESPECT THERETO.


 


This Assignment shall be governed by and
construed in accordance with the laws of the State of Texas without regard to
any provision of Texas law that would require the application of the law of a
different jurisdiction.


 


IN WITNESS WHEREOF, this Assignment is executed
on the dates of the acknowledgements, effective the first day of month of the
last acknowledgement hereto, the “Effective Date”.


 


	
  ASSIGNOR

  	
   

  
	
  Tri-Star Petroleum Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
			



 





















 


	
  ASSIGNEE

  	
   

  
	
  Tipperary Queensland, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (print:)

  	
   

  	
   

  



 


 


STATE OF TEXAS


COUNTY OF [insert]


 


On this
                   day
of
                          ,
2004, before me appeared
                                               ,
to me personally known, who being by me duly sworn, did say that he/she has the
position of
                                               
of Tri-Star Petroleum Company, and that said instrument was signed and
delivered in behalf of said corporation by the authority of its Board of
Directors, and he acknowledged said instrument to be the free act and deed of
said corporation.


 


	
   

  	
                                                                               

  
	
   

  	
   

  
	
   

  	
  Notary Public, State of
                                         

  
	
   

  	
   

  
	
   

  	
  Printed Name:
                                                      

  
	
   

  	
   

  
	
   

  	
  My Commission Expires:
                                    

  



 


STATE OF TEXAS


COUNTY OF [insert]


 


 


On this
                   
day of 
                         
, 2004, before me appeared
                                               ,
to me personally known, who being by me duly sworn, did say that he/she has the
position of
                                               
of Tipperary Queensland, Inc., and that said instrument was signed and
delivered in behalf of said corporation by the authority of its Board of
Directors, and he acknowledged said instrument to be the free act and deed of
said corporation.


 


	
   

  	
                                                                               

  
	
   

  	
   

  
	
   

  	
  Notary Public, State of
                                         

  
	
   

  	
   

  
	
   

  	
  Printed Name:
                                                      
  

  
	
   

  	
   

  
	
   

  	
  My Commission Expires:
                                    

  



 





















 


Exhibit ‘F’


GST


 





















 


Exhibit F


 


Goods and Services Tax


 


In this Exhibit F, unless the context requires otherwise:


Adjustment Note has the meaning given by the GST Law.


Consideration has the meaning given by the GST Law.


GST has
the meaning given by the GST Law.


GST Amount
means in relation to a Taxable Supply the amount of GST payable in respect of
that Taxable Supply.


GST Group
has the meaning given by the GST Law.


GST Law
has the meaning given by the A New Tax System (Goods
and Services Tax) Act 1999 (Cth).


Input Tax Credit has the meaning given by the GST Law and a reference to an Input Tax
Credit entitlement of a party includes an Input Tax Credit for an acquisition
made by that party but to which another member of the same GST Group is
entitled under the GST Law.


Taxable Supply has the meaning given by the GST Law excluding the reference to
section 84-5 of the A New Tax System (Goods
and Services Tax) Act 1999 (Cth).


Tax Invoice has
the meaning given by the GST Law.


 


1.                                     GST to be added to amounts
payable


 


If
GST is payable on a Taxable Supply made under, by reference to or in connection
with this Agreement, the party providing the Consideration for that Taxable
Supply must also pay the GST Amount as additional Consideration. This clause
does not apply to the extent that the Consideration for the Taxable Supply is
expressly agreed to be GST inclusive.


 


2.                                     Tax Invoice and Adjustment Note


 


No
payment of any amount pursuant to clause 1 and no payment of the GST Amount
where the Consideration for a Taxable Supply is expressly agreed to be GST
inclusive, is required until the supplier has provided a Tax Invoice or
Adjustment Note as the case may be to the recipient.


 


3.                                     Liability net of GST


 


Any reference in
the calculation of Consideration or of any indemnity, reimbursement or similar
amount to a cost, expense or other liability incurred by a party, must exclude
the amount of any Input Tax Credit entitlement of that party in relation to the
relevant cost, expense or other liability.


 


4.                                     Revenue exclusive of GST


 


Any reference in this Agreement to price, value,
sales, revenue or a similar amount (Revenue),
is a reference to that Revenue exclusive of GST.


 


5.                                     Cost exclusive of GST


 


Any
reference in this Agreement (other than in the calculation of Consideration) to
cost, expense or other similar amount (Cost), is a
reference to that Cost exclusive of GST.


 


6.                                     GST obligations to survive termination


 


This
clause will continue to apply after expiration or termination of this Agreement


 





















 


Exhibit ‘G’


AU Deed of Security for Tipperary Queensland, Inc.


 





















 


DEED OF SECURITY


 


 


TIPPERARY QUEENSLAND INC


and


TRI-STAR PETROLEUM COMPANY


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  CONSIDERATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  CHARGE & MORTGAGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  PRIORITY
  AMOUNT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  GENERAL AND FINANCIAL UNDERTAKINGS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  OBLIGATIONS RELATING TO CHARGED PROPERTY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  OBLIGATIONS TO PROVIDE FURTHER ASSURANCES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  EVENTS
  OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  CHARGEE’S
  POWERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  RECEIVERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  EXERCISE OF POWERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  RECEIPT AND APPLICATION OF MONEY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  NO OBLIGATION TO EXERCISE RIGHTS OR GIVE
  CONSENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  CONTINUING SECURITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  PRESERVATION OF CHARGEE’S RIGHTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  POWER
  OF ATTORNEY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  FORCE
  MAJEURE 

  	
   

  
	
   

  	
   

  
	
  19.

  	
   

  	
  JURISDICTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  AMENDMENT IN WRITING

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  COSTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  ENTIRE
  AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  SEVERABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  MORATORIUM LEGISLATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  ASSIGNMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  NOTICES

  	
   

  
					



 





















 


DEED OF
SECURITY


 


Made
on           October
2004


 


	
  BETWEEN

  	
   

  	
  TIPPERARY
  QUEENSLAND, INC. (ABN                       )
  of 633 17th Street, Suite 1550, Denver, Colorado 80202, United
  States of America

  
	
   

  	
   

  	
  (‘Chargor’)

  
	
   

  	
   

  	
   

  
	
  AND

  	
   

  	
  TRI-STAR
  PETROLEUM COMPANY (ARBN 050 415 739) of 3 Riverway, Suite 1930, Houston, Texas 77056, United States of
  America 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (‘Chargee’)

  



 


OPERATIVE PROVISIONS


 


1.                                     DEFINITIONS AND INTERPRETATION


 


1.1                                In this deed, the following terms have
these meanings unless the context otherwise requires:


 


‘Attorney’ means
an attorney appointed under this deed;


 


‘Authorisation’
includes a consent, authorisation, approval, licence, permit, franchise,
permission, filing, registration, resolution, direction, declaration or
exemption;


 


‘Authorised Officer’
means in relation to a body corporate, a person holding or acting in the office
of director or secretary, or a person the title of whose office at the body
corporate includes the word ‘manager’;


 


‘Business Day’
means a day other than a Saturday or Sunday on which banks are open for general
banking business in Brisbane;


 


‘Charged Property’
means the undertaking and all the property, assets and rights of the Chargor
(whether present or future or situated within or outside Australia) including,
without limitation, the goodwill of the Chargor’s business or businesses, but
excluding the uncalled and called but unpaid capital (including premiums) for
the time being on the shares in the Chargor, and includes the Mortgaged
Property, whether that right, property or undertaking (or its right, title or
interest in, to, under, connected with or derived from it) is legal,
beneficial, equitable or otherwise, and whether held on trust (whether express,
implied, constructive, by operation of law or otherwise) for the Chargor and
includes any interest in any of the Charged Property the Chargor holds on trust
(whether express, implied, constructive, by operation of law or otherwise).


 


‘Mortgaged Property’ means all the present and
future right, title and interest of the Chargor in, to under, connected with
and derived from:


 


(a)                                  the Permits including any
title to or interest therein now or at a later time held by the Chargor, and
including any title to or interest therein (now or at a later time) held by the
Chargor which is legal, beneficial, equitable or otherwise (including as a
result of the Chargor holding an interest in any of the Permits on trust,
whether express, implied, constructive, by operation of law or otherwise); and


 


(b)                                 the Contract Area, including
any title to or interest in the land included in the Contract Area now or at a
later time held by the Chargor, and including any title to or interest therein
(now or at a later time) held by the Chargor which is legal, beneficial,
equitable or otherwise (including as a result of the Chargor holding an
interest in any of the Contract Area on trust, whether express, implied,
constructive, by operation of law or otherwise);


 


2





















 


(c)                                  the Joint Operating Agreement;
and


 


(d)                                 every contract for the use by
any third party of any of the assets and property of the Chargor included in
the Comet Ridge Project or otherwise; and


 


(e)                                  authorisations, consents and
approvals given in relation to the Comet Ridge Project or Joint Operating Agreement
or otherwise; and


 


(f)                                    any other contract, document
instrument, agreement, permit, lease, licence, consent, easement, right of way
or other right or interest in land, including those which are connected with
the Comet Ridge Project or otherwise or which are connected with the
construction, operation or maintenance of the Comet Ridge Project or otherwise,
or which are connected with the extraction, transportation, treatment or
marketing of gas; and


 


(g)                                 Revenue, bank accounts and the
balance of the Chargor’s bank accounts from time to time; and


 


(h)                                 interests in, and arising
under, insurance policies and all proceeds of any claim under those policies;
and


 


(i)                                     manufacturers’ and contractors’
warranties, and other bonds and performance guarantees held by or on behalf of
the Chargor; and


 


(j)                                     each other document or chose
in action to which the Chargor is a party or has the benefit of and which is
designated a Mortgaged Property by the Chargee by notice in writing to that
Chargor; and


 


(k)                                  all present and future
instruments (negotiable or otherwise) in connection with the above, including
all choses in action existing at the date of this deed or which arise after
that time in favour of the Chargor in connection with the above,


 


including whether that right, title or interest is
legal, beneficial, equitable or otherwise, including as a result of the Chargor
holding an interest in any of the above on trust (whether express, implied,
constructive, by operation of law or otherwise) for the Chargor and including
any interest in any of the above the Chargor holds on trust (whether express,
implied, constructive, by operation of law or otherwise).


 


A reference to Mortgaged Property includes any part of
it.


 


‘Contract Area’ has the meaning given that
term under the Joint Operating Agreement.


 


‘Comet Ridge Project’ means all petroleum operations
conducted pursuant to or under the authority of the Joint Operating Agreement.


 


‘Deal with’
means deal with property in any way including, without limitation, offer for
sale, grant an option in respect of, create or Dispose of a right in respect
of, render or permit to be subject to an Encumbrance, convert, deposit,
compromise, and allow a counterclaim or right of set-off to arise in respect
of;


 


‘Dispose of’
means sell, transfer, assign, alienate, surrender, dispose of, deposit, Lease,
part with possession of and enter into any agreement or arrangement to do or
allow any of these things;


 


‘Event of Default’
means any of the events specified in clause 10.1;


 


‘Encumbrance’
means a mortgage, charge, pledge, lien, assignment, hypothecation, retention of
title (other than a retention of title in the course of day-to-day trading), or
any other right (including, without limitation, under a trust or agency
arrangement) of a creditor to have its claims satisfied prior to other
creditors with, or from the proceeds of, or by recourse to any asset and
includes any agreement, arrangement or deed conferring such a right;


 


‘Insolvency Event’ means the happening of any of these events:


 


(a)                                  a bankruptcy notice is issued
with respect to a person or any application is made or step is taken to
bankrupt a person;


 


3





















 


(b)                                 a person enters into or
proposes to enter into a scheme of arrangement, deed of company arrangement or
composition with, or assignment for the benefit of any of its creditors;


 


(c)                                  an order is made or an
effective resolution is passed for the winding up of a person.


 


‘Joint Operating Agreement’ means the agreement dated May
15, 1992 made by the Chargor, the Chargee and others in relation to Authority
to Prospect ATP 526P issued under the Petroleum Act, together will all
variations, modifications, successor and replacement agreements made by the
parties to that agreement.


 


‘Lease’ means an
agreement or arrangement under which property is or may be used, occupied,
retained, operated or managed by a person (‘Lessee’) for consideration (of
whatever form) payable or provided by the Lessee including, without limitation,
a lease, licence, charter, hire purchase or hiring arrangement;


 


‘Marketable Securities’
has the meaning given to the expression ‘marketable securities’ in the
Corporations Act;


 


‘Permitted Encumbrance’ means:


 


an
Encumbrance:


(i)                                    created with the prior consent
in writing of the Chargee; or


(ii)                                 permitted, with the consent in
writing of the Chargee, to subsist;


(iii)                              over all or any part of the
Charged Property, subject to and in accordance with the conditions (if any)
that the Chargee may attach to the consent;


 


‘Petroleum
Act’ means
the Petroleum Act, 1923 (Qld).


 


‘Priority Amount’
means for the purposes of clause 5 the amount of $100 million;


 


‘Public Authority’
means any government or minister, or any governmental, semi-governmental or
judicial entity, department, instrumentality or authority;


 


‘Revenue’ has the meaning given that
term in the Settlement Agreement.


 


‘Receiver’ means
any controller, receiver or receiver and manager appointed under this deed;


 


‘Secured Money’ means all amounts which the Chargor owes to
the Chargee at any time pursuant to Exhibit C (Retained Overriding Royalty) of
the Settlement Agreement;


 


‘Secured Obligations’ means:


 


(a)                                  the Secured Money; and


 


(b)                                 all other obligations of the
Chargor pursuant to the Settlement Agreement;


 


and includes, without limitation, the obligation of
the Chargor to pay monies to the Chargee under Exhibit C, Clause 1.2(i) of the
Settlement Agreement after notification of a dispute under Clause 16 of the
Settlement Agreement.


 


‘Settlement Agreement’ means the agreement of that
name made by the Chargor, the Chargee, Tipperary Corporation, Tipperary Oil
& Gas (Australia) Pty Limited, Tipperary CSG Inc., and others on the             day
of             ,
2004, together with all ancillary or collateral agreements and all transactions
referred to in that agreement.


 


‘Tax’ includes
all stamp and other taxes (including, but not limited to any goods and services
tax), levies, imposts, deductions, charges and withholdings whatever together
with interest on the same and penalties with respect to the same (if any) and
charges, fees or other amounts made on or in respect of the same but excludes
all taxes on the overall net income of the Chargee.


 


4





















 


1.2                                In this deed unless the context otherwise
requires:


 


(a)                                  the singular includes the
plural and vice versa;


 


(b)                                 words importing a gender
include the other genders;


 


(c)                                  other grammatical forms of
defined words or phrases have corresponding meanings;


 


(d)                                 use of a term denoting subject
matter which comprises more than one part or aspect includes a reference to
each or any part or aspect of the subject matter;


 


(e)                                  a reference to a deed,
including this deed, includes a reference to that deed as
novated, altered or replaced from time to time;


 


(f)                                    a reference to a clause, part
of a clause, schedule or annexure is a reference to that clause, part of a
clause, schedule or annexure to this deed and a reference to this deed includes
its schedules and any annexures;


 


(g)                                 a reference to writing
includes typewriting, printing, lithography, photography and any other mode of
representing or reproducing words, figures or symbols in a lasting and visible
form;


 


(h)                                 the word ‘person’ includes an
individual, a firm, body corporate, unincorporated association, incorporated
association or a Public Authority;


 


(i)                                     where a party comprises two or
more persons an agreement or obligation binding that party binds those persons
jointly and severally;


 


(j)                                     a reference to a party to this
deed includes that party’s successors and permitted assigns;


 


(k)                                  a reference to a group of
persons is a reference to all of them collectively, to any two or more of them
collectively and to each of them individually;


 


(l)                                     terms defined in the
Corporations Act as at the date of this deed have the meanings given to them in
the Corporations Act at that date;


 


(m)                               a reference to ‘dollar’, ‘$’, ‘$A’,
‘A$’; or ‘AUD’ is a reference to Australian currency; and


 


(n)                                 a reference to a specific time
for the performance of an obligation is a reference to that time in the state
or territory where the obligation is to be performed;


 


1.3                                Headings are for reference only and do not
affect the interpretation of this deed.


 


1.4                                A reference in this deed to a statute or to
a provision of a statute includes where applicable:


 


(a)                                  any equivalent or
corresponding act of parliament or other form of legislation in force in
another state or territory of Australia and, in the case of companies
legislation, in any other place or jurisdiction in which a company to which the
reference applies is incorporated or deemed to be incorporated;


 


(b)                                 all statutory instruments made
under any such act of parliament or other form of legislation; and


 


(c)                                  amendments, consolidations or
re-enactments of or substitutions for the act of parliament, other form of
legislation, or statutory instrument referred to or deemed under this clause to
be referred to.


 


2.                                     CONSIDERATION


 


The Chargor acknowledges incurring
obligations and giving rights under this deed for valuable consideration
received from the Chargee.


 


5





















 


3.                                     OBLIGATION TO PERFORM THE SECURED OBLIGATIONS


 


3.1                                The Chargor must perform and satisfy the
Secured Obligations.


 


3.2                                The Chargor must make all payments in
respect of the Secured Money.


 


4.                                     CHARGE


 


4.1                                Subject to Clause 4.7, the Chargor charges
the Charged Property in favour of the Chargee as security for the performance
of the Secured Obligations and the payment and discharge of the Secured
Obligations, including payment of the Secured Money.


 


4.2                                This deed is and will be a fixed charge over all the Chargor’s present and future:


 


(a)                                  Mortgaged Property;


 


(b)                                 interests in real property;


 


(c)                                  uncalled and called but unpaid
capital (including premiums);


 


(d)                                 plant, machinery, fixtures,
buildings and equipment other than that which for the time being forms part of
the Chargor’s stock in trade or work in progress;


 


(e)                                  Authorisations relating to or
used in connection with the Charged Property;


 


(f)                                    Marketable Securities, other
than Marketable Securities acquired and sold by the Chargor in the normal
course and for the purpose of the Chargor’s business;


 


(g)                                 debts and monetary claims and
the benefit of all Guarantees and Encumbrances given in connection with or
securing the payment of any of those debts or monetary claims;


 


(h)                                 knowhow, goodwill, patents,
trade marks, service marks, copyrights and registered designs, and licences
under any of them;


 


(i)                                     books of account and other
accounting records, computer software, magnetic or digital recordings and all
other records in writing relating in any way to the business of the Chargor or
any transaction entered into by it;


 


(j)                                     insurance policies;


 


(k)                                  all Leases to which the
Chargor is a party (whether as lessor or lessee);


 


(l)                                     the benefit of all written or
oral contracts or agreements to which the Chargor is a party;


 


(m)                               property (which is not
referred to above) other than that which is also:


 


(i)                                     stock in trade;


(ii)                                  property acquired and sold by
the Chargor in the normal course and for the purpose of the Chargor’s normal
business;


 


(n)                                 estates or interests in or
rights to any type of property, assets or rights referred to or included in any
of the preceding paragraphs of this clause.


 


4.3                                This deed is and, subject to the remaining
provisions of this clause, will be a floating charge over all of the Charged
Property not referred to in clause 4.2.


 


4.4                                The floating charge referred
to in clause 4.3 will automatically become and be deemed for all purposes to
have become fixed:


 


(a)                                  over all of the Charged
Property not already subject to a fixed charge under
this deed immediately upon the occurrence of an Event of Default;


 


(b)                                 over all or any part of the
Charged Property not already subject to a fixed charge under
this deed:


 


(i)                                     if the Chargee gives a notice
to the Chargor to the effect that the charge is
fixed over all or a specified part of that property; or


(ii)                                  when it is deemed by law or
equity to have become fixed.


 


6





















 


4.5                                The Chargee may give a notice to the
Chargor waiving the fixing of the charge under clause
4.4 in respect of any present or future part of the Charged Property specified
in the notice.  The charge will then be deemed never to have become fixed under clause
4.4  in respect of that property and the
Chargor may deal with that property as if it were subject only to a floating
charge under this deed.


 


4.6                                Alternatively, the Chargee may by notice in
writing to the Chargor decrystallise the charge from
a particular date in respect of any property specified in the notice.  The floating charge over
that property under this deed will be deemed from that date to be reinstated
and the Chargor may deal with that property accordingly.


 


4.7                                Despite clauses 4.1, if by virtue of the
Petroleum Act the interest of the Chargor in any of the Permits or other
Mortgaged Property cannot be charged or mortgaged without the prior consent or
approval of a governmental agency or a Minister in right of the Crown, the
Chargor agrees to charge and assign by way of legal mortgage its interest in
that Permit or other Mortgaged Property to the Chargee as security for the
performance of the Secured Obligations, when the consent or approval of that
governmental agency or Minister in right of the Crown is obtained, and must use
all reasonable endeavours to obtain all such consents and approval as soon as
possible.


 


5.                                     PRIORITY AMOUNT


 


5.1                                The liabilities secured by this deed
include, without limitation, all prospective liabilities denoted in the
definition of ‘Secured Money’ and the maximum prospective liability secured by
this deed is the Priority Amount.


 


5.2                                This clause and the Priority Amount:


 


(a)                                  apply only for the purpose of
fixing priority, under sub-section 282(3) of the Corporations Act, between this
deed and any other Encumbrance at any time
created or subsisting over the Charged Property; and


 


(b)                                 do not affect or delimit in
any way any obligation of the Chargor under this deed including, without
limitation, its obligation to pay and discharge the Secured Money in full.


 


6.                                     REPRESENTATIONS AND WARRANTIES


 


6.1                                The Chargor represents and warrants to the
Chargee that:


 


(a)                                  the Chargor is properly
incorporated and validly existing under the laws of the place in which it is
incorporated;


 


(b)                                 the Chargor has power to enter
into this deed and to carry out any transaction or obligation contemplated by
this deed and all necessary action has been taken and all material
Authorisations obtained to render this deed fully valid and binding on the
Chargor and to enable the Chargor to carry out any transaction or obligation
contemplated by this deed;


 


(c)                                  no Event of Default has
occurred;


 


(d)                                 an Insolvency Event has not
occurred with respect to the Chargor; and


 


(e)                                  no litigation or other
proceeding before any court, judicial or administrative authority, or
arbitrator is:


 


(i)                                     taking place or pending; or


(ii)                                  to the knowledge, or belief of
the Chargor, likely to be commenced or threatened,


against the Chargor.


 


7





















 


(f)                                     it has good title to the
Charged Property.


 


6.2                                The Chargor acknowledges that the Chargee
has incurred or will incur obligations under or in connection with this deed in
reliance on the representations and warranties in this clause.


 


6.3                                The Chargor acknowledges that:


 


(a)                                  it has not given or entered
into this deed in reliance on and may not and will not rely on any
representation, warranty, promise or statement made or alleged to be made by
the Chargee or any person on behalf of the Chargee at any time, unless the
representation, warranty, promise or statement is in writing and signed by the
Chargee, or by an Authorised Officer of the Chargee;


 


(b)                                 the obligations of the Chargee
are limited to those which are expressly set out in this deed; and


 


(c)                                  in respect of interest rates
and rates of exchange, the Chargee is not liable in connection with, or to be
held in any respect responsible for:


 


(i)                                     any movement or change in
interest rates, currencies or rates of exchange; or


(ii)                                  any information, advice or
opinion provided by the Chargee, even if provided at the request of the
Chargor, relied on by the Chargor unless provided fraudulently, incorrectly or
negligently.


 


7.                                     GENERAL AND FINANCIAL UNDERTAKINGS


 


The Chargor must from the date of this deed
until the Secured Obligations are performed in full and this deed is discharged
by agreement of the parties:


 


(a)                                  maintain its corporate
existence;


 


(b)                                 comply with all material laws
at any time in force and all mandatory requirements of any Public Authority;
and


 


(c)                                  duly and punctually pay all
Taxes assessed, levied or imposed upon the Chargor or upon any Charged Property
held in any capacity by the Chargor except those which it contests in good
faith.


 


(d)                                 obtain and renew at the proper
times all material Authorisations required in connection with:


 


(i)                                     the Chargor performing or
observing its obligations under this deed; and


(ii)                                  the enforcement by the Chargee
of any of the Chargee’s rights, powers or remedies under this deed.


 


8.                                     OBLIGATIONS RELATING TO CHARGED PROPERTY


 


8.1                                The Chargor must with respect to the
Charged Property:


 


(a)                                  obtain, maintain and renew at
the proper times, all Authorisations that are required or advisable or relied
on, for or in connection with the Charged Property;


 


(b)                                 pay when due all Taxes
assessed, levied or imposed on the Chargor or the Charged Property except those
which it contests in good faith;


 


(c)                                  protect the Charged Property
and at the Chargor’s expense prosecute or defend all legal proceedings that
are, or the defence of which is, necessary or advisable for the protection of
the Charged Property; and


 


(d)                                 carry out all work required by
any Public Authority in relation to the Charged Property.


 


8.2                                The Chargor must not, without the prior
consent in writing of the Chargee:


 


(a)                                  Deal with or Dispose of any of
the Charged Property over which the charge is fixed;


 


8





















 


(b)                                 Deal with or Dispose of any of
the Charged Property over which the charge is for the
time being floating other than in the ordinary course of the Chargor’s
business;


 


(c)                                  execute, create, or permit to
subsist any Encumbrance over or affecting the Charged Property other than a
Permitted Encumbrance;


 


(d)                                 apply for or obtain any money,
goods or services from any person or fail to pay any amount owed to any person
which might lead to:


 


(i)                                     an Encumbrance or liability
being imposed on the Charged Property; or


(ii)                                  this deed being in any way
postponed or prejudicially affected; and


 


(e)                                  surrender or allow to be
surrendered any of the Charged Property to a Public Authority or any other
person or:


 


(i)                                     compromise with, or agree on
the purchase money or compensation payable by, a Public Authority; or


(ii)                                  give a release to a Public
Authority,


 


in relation to a resumption or acquisition
by a Public Authority of the Charged Property.


 


9.                                     OBLIGATIONS TO PROVIDE FURTHER ASSURANCES


 


The Chargor must do, and must cause each
other person having an interest in the Charged Property or claiming under, or
in trust for, the Chargor to do, all acts and things and execute all documents
as and when the Chargee may from time to time reasonably require for perfecting
the security created by the deed.


 


10.                              EVENTS OF DEFAULT


 


10.1                          Any one or more of the following events
will be an Event of Default:


 


(a)


(i)                                     the Chargor fails to pay
moneys due and payable pursuant to Exhibit C (Retained Overriding Royalty) of
the Settlement Agreement or fails to perform another Secured Obligation; and


(ii)                                  the Chargee commences
arbitration proceedings pursuant to clause 16 of the Settlement Agreement and
the Chargee obtains an award from the arbitrator against the Chargor; and


(iii)                               the Chargor fails to satisfy
the award to the Chargor within 30 days from the date of the award; or


 


(b)                                 an Insolvency Event occurs
with respect to the Chargor.


 


11.                              CHARGEE’S POWERS


 


11.1                          Subject to the requirements of Clause 13,
the Chargee may, at any time after the occurrence of any Event of Default:


 


(a)                                  do all acts and things and
exercise or enforce all rights, powers and remedies allowed to or conferred by law
on a Chargee or which an absolute owner could do, exercise or enforce in
relation to the Charged Property;


 


(b)                                 take or enter into possession
of, collect or get in (or any combination of these actions) the Charged
Property;


 


(c)                                  enter into receipt of the
rents and profits of the Charged Property;


 


(d)                                 carry on or concur in carrying
on the business of the Chargor as forms part of the Charged 


 


9





















 


Property, in
the name of the Chargor or the Chargee or otherwise;


 


(e)                                  manage the Charged Property;


 


(f)                                    use all Authorisations, brand,
trade and business names or marks used as part of the Charged Property;


 


(g)                                 have access to and make use of
the premises, plant, equipment and accounting and other services of the Chargor
and the services of its employees and agents for any purpose or in connection
with any exercise of a power or right under this clause;


 


(h)                                 operate bank accounts in the
name of the Chargor (whether alone or jointly) to the exclusion of the Chargor,
withdraw any money standing to the credit of that account and sign, draw, or
endorse in the name of the Chargor cheques, promissory notes, bills of
exchange, drafts and other negotiable instruments;


 


(i)                                     perform, observe, carry out,
enforce specific performance of, exercise, or refrain from exercising the
Chargor’s rights and powers under, or otherwise obtain the benefit of, vary or
rescind all contracts, arrangements, rights forming part of the Charged
Property, and instruments entered into or held by the Chargor, or entered into
in exercise of the powers or authorities conferred by this clause in the name
of the Chargor or otherwise;


 


(j)                                     make any arrangement or
compromise which the Chargee thinks fit;


 


(k)                                  do all things necessary or
convenient to perform or to observe any of the obligations on the part of the
Chargor under this deed;


 


(l)                                     do or procure the doing of all
things and pay or procure the payment of all money necessary to make good, to
the satisfaction of the Chargee, any breach or default inherent in an Event of
Default;


 


(m)                               where any of the Secured Money
for the time being remains contingent, invest, deposit or hold the Charged
Property in any form or in any mode of investment that the Chargee thinks fit
and with a similar power to vary, transpose or reinvest those investments or
deposits from time to time until that part of the Secured Money ceases to be
contingent;


 


(n)                                 make calls on the members of
the Chargor in respect of the uncalled capital and the uncalled premiums
subject to this deed;


 


(o)                                 pursue debtors and do all
things which the Chargee thinks necessary to recover or protect or in
connection with the recovery or protection of any of the Charged Property;


 


(p)                                 take proceedings at law or in
equity which the Chargee considers necessary or expedient in connection with
this deed or the Charged Property, in the name of the Chargor or otherwise;


 


(q)                                 exercise any voting or other
rights or powers in respect of any Marketable Securities which form part of the
Charged Property, and do all things in relation to those Marketable Securities
which the Chargee thinks necessary or expedient;


 


(r)                                    complete, pull down, rebuild,
alter or add to, (or any combination of these things) any building, erection,
development or project on any land which, or any interest in which, forms part
of the Charged Property;


 


(s)                                  convert, liquidate,
restructure or reduce the whole or any part of the Charged Property;


 


(t)                                    expend money in connection
with the exercise or attempted exercise of any or any combination of the above
rights, powers, remedies, authorities and discretions (which money will then
form part of the Secured Money);


 


10





















 


(u)                                 pay off any Encumbrance,
(including, without limitation, a Permitted Encumbrance) and, at the cost of
the Chargor, take a transfer or assignment of that Encumbrance and, if the
Chargee so elects, any ancillary or collateral Guarantee to that Encumbrance,
for the benefit of the Chargee and, in connection with that paying off:


 


(i)                                     the Chargor will be indebted
to the Chargee in an amount equal to the amount paid by the Chargee;


(ii)                                  that debt will be immediately
payable to the Chargee and form part of the Secured Money and interest will
accrue on the outstanding amount of that debt as provided for in the definition
of ‘Secured Money’;


(iii)                               the Chargee need not enquire
whether the money claimed to be owing under or in connection with the or any
prior Encumbrance is actually owing;


(iv)                              the person holding or having
the benefit of the prior Encumbrance need not enquire whether there is any
money owing under this deed; and


(v)                                 the Chargor authorises and
directs any person holding or having the benefit of a prior Encumbrance to
provide the Chargee with any information the Chargee may require in connection
with the prior Encumbrance, including, without limitation, the state of
accounts under or in respect of that prior Encumbrance.


 


(v)                                 provide any Financial
Accommodation for the account of the Chargor or obtain Financial Accommodation
from any other person, for any purpose which, and on the terms and conditions
that, the Chargee considers necessary or expedient in connection with any of
the rights, powers or remedies of the Chargee or the Charged Property; and


 


(w)                               in the name of the Chargor or
otherwise, secure the payment or repayment of any Financial Indebtedness in
connection with that Financial Accommodation by any Encumbrance over the
Charged Property and irrespective of whether that Encumbrance will rank in
priority to, equally with or after this deed;


 


(x)                                   sell or concur in selling
(whether or not the Chargee has taken possession of the Charged Property) any
part of the Charged Property:


 


(i)                                     either by public auction,
private treaty, option or tender;


(ii)                                  in one lot or in parcels;


(iii)                               for cash or on credit;


(iv)                              with power to allow the whole
or any part of the purchase money to remain owing on a mortgage of the property
sold, on any other Encumbrance or without any Encumbrance; and


(v)                                 subject to any conditions that
the Chargee considers expedient;


 


provided, however, that if the Chargee sells or
concurs in the sale of all or part of the Mortgaged Property as defined in
Paragraph 1.1 “Mortgaged Property” (a), (b) and (c), such sale shall constitute
a merger of the 2.25% Working Interest and the Retained Overriding Royalty and
shall constitute full and final payment of the Retained Overriding Royalty and
shall put an end to any obligation by the Tipperary Parties to make further
payments of the Retained Overriding Royalty.


 


(y)                                 sever fixtures belonging to
the Chargor and sell them apart from any other part of the Charged Property;


 


(z)                                   Lease in the name of the
Chargor or otherwise the whole or any part of the Charged Property for any
term, at the rent and on the terms that seem expedient to the Chargee; end,
renew, surrender or accept the surrender of a lease or licence of the Charged
Property;


 


(aa)                            on any sale or Lease under
this clause or under any statute, sell or Lease the whole or any part of the
Charged Property with any other property (whether real or personal) Encumbered
by the Chargor or any other Person, by one contract and at one price, or at 


 


11





















 


one rent or in any manner that the Chargee deems
expedient, with full power to apportion all costs, expenses and purchase money
or rents between the properties sold or Leased;


 


(bb)                          promote the formation of any
company with a view to that company purchasing or acquiring the whole or any
part of the Charged Property or assuming obligations of the Chargor or both;


 


(cc)                            employ managers, solicitors,
professional advisers, consultants, officers, agents, auctioneers, workmen and
servants for all or any of the purposes set out in this clause at the salaries
or remuneration that the Chargee thinks fit;


 


(dd)                          give effectual receipts for
all money or assets which may come into the hands of the Chargee in the
exercise of any power conferred by this clause, which receipts will exonerate
any person paying or handing over that money or assets from all liability to
see to the application of that money or assets and from all liability to
enquire whether the Secured Money or any part of it has become payable or
otherwise as to the propriety or regularity of any act or appointment under
this deed;


 


(ee)                            enter into and execute
documents or agreements on behalf of itself or the Chargor for any purpose in
connection with this deed (including, without limitation, to sign, to accept or
to endorse cheques, promissory notes, bills of exchange and other negotiable
instruments);


 


(ff)                                delegate to any person for any
time or times that the Chargee approves any of the powers and authorities
conferred on the Chargee under this clause;


 


(gg)                          do any other act and thing
without limitation as the Chargee thinks expedient in the interests of the
Chargee and incidental to any of the rights, powers, remedies, authorities and
discretions referred to in or conferred by this clause;


 


(hh)                          institute, conduct, defend,
settle or compromise, in the name of the Chargor or otherwise on any terms, any
proceedings, claim or dispute in connection with the Charged Property or this
deed and execute any document in connection with such action;


 


(ii)                                  the Chargee may:


 


(i)                                     appoint in writing any one or
more persons to be a Receiver or Receivers of the Charged Property or the
income of the Charged Property or both with all or any of the rights, powers,
remedies, authorities and discretions referred to in this clause;


(ii)                                  remove that Receiver or those
Receivers; and


(iii)                               if any Receiver is removed,
retires or dies, appoint another or others in his place or, if the Chargee
elects, in the case of removal or retirement, re-appoint that person.


 


11.2                          The Chargee may at any time:


 


(a)                                  give up possession of the
whole or any part of the Charged Property; or


(b)                                 terminate any Receivership,


or both (a) and (b).


 


12.                              RECEIVERS


 


12.1                          Every Receiver will, subject to any
limitation or restrictions set out in the deed or other instrument under which
the Receiver is appointed, have in relation to the Charged Property in respect
of which the Receiver is appointed:


 


(a)                                  power in the name and on
behalf and at the cost of the Chargor to do or omit to do anything which the
Chargor itself or an absolute owner could do or have done in respect of any
such property;


 


12





















 


(b)                                 (with the consent of the
Chargee) all the powers conferred by law on Chargees in possession as such
powers are varied and extended and applicable to the Chargee under this deed;


 


(c)                                  all the rights and powers
conferred by law or under statute (including, without limitation, the
Corporations Act) on receivers or receivers and managers; and


 


(d)                                 all the rights, powers,
remedies, discretions and privileges available to or conferred on the Chargee
anywhere under this deed (other than the power to appoint Receivers).


 


12.2                          A Receiver will be the agent of the
Chargor, and the Chargor will alone be responsible for the Receiver’s acts and
defaults, but if at any time, a resolution is passed or an order is made for
the winding-up of the Chargor, the Receiver will to the extent required by law
cease to be the agent of the Chargor and may, if the Chargee notifies him in
writing, become the agent of the Chargee. 
The Chargee may, despite that resolution or order, exercise its power to
appoint a further Receiver under clause 11.1(ii)(i) at or after that time.


 


12.3                          The obligations, prohibitions and
restrictions set out in or implied by this deed are not to be construed as
limiting any rights, powers, remedies or discretions exercisable by a Receiver
appointed under this deed who is, or who is deemed under this deed to be, an
agent of the Chargor.


 


12.4                          If two or more persons are appointed to be
the Receiver under this deed, those persons may be appointed jointly, severally
or jointly and severally as the Chargee may, in the instrument of appointment,
stipulate.  In the absence of any
stipulation, the appointment will be deemed to have been made jointly and
severally.


 


12.5                          The Chargee may fix the remuneration of any
Receiver appointed under this deed at an amount agreed between the Chargee and
the Receiver or, in the absence of agreement, at a rate determined by the
Chargee.


 


13.                              EXERCISE OF POWERS


 


13.1                          If the Chargee or any Receiver Deals with
or attempts to Deal with any of the Charged Property (with or without any other
property) under or in purported exercise of any of the Chargee’s or the
Receiver’s (as the case may be) rights, powers, remedies or authorities under
this deed, no Lessee, purchaser or any other person involved with any such
Dealing;


(a)                                  need enquire whether there has
been a default by the Chargor under this deed, or otherwise as to the propriety
or regularity of the Dealing; or


(b)                                 will be affected by express or
constructive notice that the Dealing is unnecessary or improper,


 


and despite any irregularity or
impropriety, that Dealing or attempted Dealing will, as regards the protection
of the Lessee, purchaser or other person involved with that Dealing or
attempted Dealing, be deemed to be authorised and will, accordingly, be valid.


 


13.2                          Notwithstanding the other provisions of
this deed, the Chargee or any Receiver must not Dispose of or attempt to
Dispose of any of the Charged Property (with or without any other property)
under or in purported exercise of any of the Chargee’s or the Receiver’s (as
the case may be) rights, powers, remedies or authorities under this deed and
any such Disposal will not be authorised and will, accordingly, be invalid.


 


13.3                          Neither the Chargee nor a Receiver will by
reason of entering, or its employees, professional advisers, agents, or other
persons on the Chargee’s behalf or the Receiver’s behalf (as the case may be)
entering the Charged Property, be liable to account as Chargee in possession or
for anything whatever except actual receipts by the Chargee or the Receiver (as
the case may be).


 


13.4                          Neither the Chargee nor any Receiver will
be liable or answerable for or in connection with any omission or delay or for
any irregularity or involuntary loss which occurs as a result of or in 


 


13





















 


connection
with the exercise or non-exercise or attempted or purported exercise of any of
the rights, powers, remedies, authorities or discretions of or conferred on the
Chargee or a Receiver under this deed unless due to fraud, or wilful misconduct
by the Chargee or Receiver.


 


14.                              RECEIPT AND APPLICATION OF MONEY


 


14.1                          All money received by the Chargee or any
Receiver subsequent to the enforcement of this deed will, when the Chargee
decides to apply it in reduction or discharge of the Secured Money or otherwise
under this clause, be applied in the following order:


 


(a)                                  firstly, in payment of all
costs, charges and expenses incurred in or incidental to the appointment of any
Receiver, and the exercise of the powers of, and all expenses debts and
liabilities of the Receiver or the Chargee;


 


(b)                                 secondly, in payment of any
Receiver’s remuneration at the rate agreed between the Receiver and the Chargee
at the time of or following the Receiver’s appointment;


 


(c)                                  thirdly, towards the discharge
of the Secured Money;


 


(d)                                 fourthly, the surplus (if any)
to or to the credit of an account in the name of the Chargor, and


 


the surplus (if any) referred to in
paragraph (d) will not carry interest and the Receiver or the Chargee may pay
that surplus to the credit of an account in the name of the Chargor at any bank
(within the meaning of the Banking Act 1959 (Commonwealth)) and, on that
crediting, the Receiver and the Chargee will be under no further liability in
respect of that surplus.


 


14.2                          In applying any money under this clause in
or towards satisfaction of the Secured Money:


 


(a)                                  the account of the Chargor
will be credited only with so much of the money available for the purpose as is
actually received by the Chargee;


 


(b)                                 any credit will date from the
time of receipt (as determined by the Chargee); and


 


(c)                                  the Chargee may apply that
money towards satisfaction of any part of the Secured Money as the Chargee may
see fit, and


 


this clause will apply even though, in the
exercise of any power of sale, the Chargee or the Receiver may have transferred
the Charged Property and taken a Encumbrance to secure the unpaid balance of
the purchase money.


 


15.                              NO OBLIGATION TO EXERCISE RIGHTS OR GIVE CONSENT


 


15.1                          If an Event of Default is subsisting, each
of the Chargee and a Receiver may:


 


(a)                                  exercise any right, power,
remedy or authority;


 


(b)                                 give or decline to give any
consent; or


 


(c)                                  make or decline to make any
decision;


 


under this deed, in the Chargee’s or the
Receiver’s (as the case may be) absolute and unfettered discretion.  Neither the Chargee nor the Receiver need
give a reason for the exercise or non-exercise, the consent or declining to
give consent, or the decision or declining to give a decision.  Neither the Chargee nor the Receiver will be
liable or accountable for any loss arising out of or in connection with its
delaying, declining or omission to exercise any right, power, remedy or
authority, to give any consent, or to make any decision unless arising due to
fraud, or wilful misconduct by the Chargee or Receiver.


 


16.                              CONTINUING SECURITY


 


This deed will be a continuing security,
and will not be considered as wholly or partially 


 


14





















 


discharged by the payment at any time in
the future of any of the Secured Money or by any settlement of account or by
any other matter or thing whatever and applies to the present and any future
balance of the Secured Money until the complete performance of Exhibit C
(Retained Overriding Royalty) of the Settlement Agreement.


 


17.                              PRESERVATION OF CHARGEE’S RIGHTS


 


17.1                          The rights of the Chargee and the
obligations and liabilities of a Chargor under this deed are not affected by
anything which might otherwise might affect them at law or in equity including,
without limitation, any of the following:


 


(a)                                  the Chargee or another person
granting time or other indulgence to any Chargor;


 


(b)                                 an Insolvency Event occurring
with respect to a Chargor;


 


(c)                                  any transaction or arrangement
that may take place between the Chargee, any Chargor or any other person;


 


(d)                                 any variation of a
transaction, arrangement or agreement between the Chargee, any Chargor or any
other person;


 


(e)                                  any lack of power by any
Chargor to enter into this deed either in its own right or in the capacity in
which it is purporting to act;


 


(f)                                    the Chargee becoming a party
to or being bound by any compromise, assignment of property, scheme of
arrangement, composition of debts or scheme of reconstruction by or relating to
the Chargor;


 


(g)                                 the release, discharge,
abandonment, loss, impairment, transfer of or other dealing with (either in
whole or in part and whether with or without consideration) any right of the
Chargee under this deed;


 


(h)                                 the death of any person;


 


(i)                                     the obtaining of a judgement
or order against a Chargor or any other person; or


 


(j)                                     the failure by any person
intended or contemplated as a party to this deed to properly execute this deed.


 


17.2                          If any payment (in this clause ‘Payment’)
made to the Chargee by or on behalf of the Chargor is subsequently avoided or
conceded to be or compromised as being void or voidable under any law relating
to insolvency or the protection of creditors or to any other matter or event
whatever, then:


 


(a)                                  the Payment will be deemed not
to have discharged the liability of the Chargor in respect of which it was made
despite any release, settlement or discharge which may have been given on the
faith of the Payment;


 


(b)                                 the Chargee and the Chargor
will be placed in or restored to the position they would have been in but for
the Payment and may exercise the rights and will be subject to the liabilities
which each would have had or been subject to if the Payment and any release,
discharge or settlement given on the faith of the Payment had not been made or
given;


 


(c)                                  the Chargor must take all
steps and sign all documents, and must procure that all relevant third parties
take all steps and sign all documents that the Chargee may require in
connection with the replacement or reinstatement of this deed previously held
by the Chargee from the Chargor;


 


(d)                                 the Chargor must pay all
costs, expenses, duties and fees in connection with the replacement or re-instatement
of this deed; and


 


(e)                                  despite anything to the
contrary contained in or implied by this deed, the Chargee may retain this deed
until the Chargee is satisfied that no such payment made to the Chargee remains
liable to be avoided.


 


15





















 


17.3                          Every release, settlement or discharge
between or involving the Chargor and the Chargee will be subject to the
provisions of this clause.


 


18.                              POWER OF ATTORNEY


 


18.1                          Following an Event of Default, the Chargor
for valuable consideration irrevocably appoints the Chargee and each Authorised
Officer from time to time of the Chargee jointly and severally to be the
Chargor’s attorney and in the Chargor’s name (or in the name of the Chargee or
of that attorney) and on the Chargor’s behalf:


 


(a)                                  to do any act or thing which
in the opinion of the Chargee or that attorney:


 


(i)                                     is necessary or expedient to
give effect to any right, power or remedy conferred on the Chargee; or


 


(ii)                                  it is necessary or expedient
that the Chargor do,


 


under this deed;


 


(b)                                 to sign or enter into (or
both) all assurances, documents, deeds, agreements, and instruments which in
the opinion of the Chargee or that attorney it is necessary or expedient that
the Chargor sign or enter into under this deed; and


 


(c)                                  generally to use the Chargor’s
name in the exercise of all or any of the powers conferred on the Chargee under
or by this deed, statute, the general law or otherwise,


 


and the Chargor ratifies and confirms all
and whatever the Chargee or any other attorney appointed under this clause may
lawfully do or cause to be done under this power of attorney.


 


18.2                          Any attorney appointed under this clause
may:


 


(a)                                  delegate its powers (including
the power to delegate) to any person for any period;


 


(b)                                 revoke any delegation; and


 


(c)                                  exercise or concur in
exercising any power, right or remedy despite the attorney or any director or
shareholder of the attorney (being a corporation) having now or in the future a
direct or personal interest in the mode or result of the exercise of that
power, right or remedy.


 


18.3                          The power of attorney created under this clause
is irrevocable and is granted to secure the performance by the Chargor of the
Chargor’s obligations under this deed.


 


19.                              FORCE MAJEURE


 


19.1                          If an act of force majeure occurs:


 


(a)                                  the obligations of the Chargee
under this deed will be suspended to the extent that the Chargee is wholly or
partially unable to comply with those obligations by force majeure;


 


(b)                                 the Chargee will as soon as
practicable notify the Chargor of the force majeure and the extent to which the
Chargee is unable to comply with its obligations under this deed;


 


19.2                          Force majeure includes, without limitation,
fire, storm, flood, earthquake, explosion, accident, war, act of a public
enemy, rebellion, insurrection, sabotage, epidemic, labour dispute, electrical
failure, telecommunications failure and an act of God.


 


20.                              JURISDICTION


 


20.1                          This deed is governed by the laws of the
state of Queensland.


 


16





















 


20.2                          The parties irrevocably and
unconditionally:


 


(a)                                  submit to the non-exclusive
jurisdiction of the courts (and all courts of appeal) of Queensland;


 


(b)                                 waive any objection any party
may now or in the future have to the bringing of proceedings in those courts
and any claim that any proceedings have been brought in an inconvenient forum;
and


 


(c)                                  agree, without limitation to
any other mode of service permitted by law, that any deed to
be served on any party in any proceeding may be served in the manner in which
notices and other written communications may be given or made under this deed.


 


21.                              AMENDMENT IN WRITING


 


No amendment to this deed has any force
unless it is in writing and signed by all of the parties to this deed.


 


22.                              COSTS


 


The Chargee must pay all costs and expenses
in relation to the stamping and registration of this deed.


 


23.                              ENTIRE AGREEMENT


 


This deed constitutes the entire agreement
of the parties as to its subject matter and supersedes and cancels all prior
arrangements, understandings and negotiations in connection with it.  Any statement made in negotiations for this
deed which is not set out in this deed does not form part of the agreement
between the parties.


 


24.                              COUNTERPARTS


 


This deed is validly executed if executed
in one or more counterparts.


 


25.                              SEVERABILITY


 


25.1                          If reading down a provision of this deed prevents
the provision being invalid or voidable it must be read down to the extent that
it is necessary and capable of being read down.


 


25.2                          If, notwithstanding the previous
sub-clause, a provision of this deed is still
invalid or voidable:


 


(a)                                  if the provision would not be
invalid or voidable if a word or words were omitted, that word or those words
must be deleted; and


 


(b)                                 in any other case the whole
provision must be deleted,


 


and the remainder of this deed continues to
have full force and effect.


 


26.                              MORATORIUM LEGISLATION


 


To the extent permissible, no law will
apply to this deed so as to extinguish, fetter, delay or otherwise prejudice
any of the rights, powers and remedies of the Chargee under this deed or
otherwise conferred on or available to the Chargee.


 


17





















 


27.                              ASSIGNMENT


 


27.1                          The Chargor may not, without the consent of
the Chargee assign or otherwise dispose of or deal with its rights under this
deed.  The Chargee may at any time assign
or otherwise dispose of or deal with its rights under this deed.


 


27.2                          The Chargee may
at any time disclose to a potential assignee (or like party for the purpose of
this clause) such information about the Chargor, this deed.


 


28.                              NOTICES


 


28.1                          Any notice or demand to be given or made by
Chargee in connection with this deed may be signed by the Chargee, an
Authorised Officer of the Chargee or any solicitor for the time being acting
for the Chargee, whose signature may be handwritten or printed or otherwise reproduced
by mechanical means.


 


28.2                          In addition to the sufficient methods of
service provided for by statute a notice or demand given or made by the Chargee
in connection with this deed will be deemed to be duly given to or made, if:


 


(a)                                  sent or transmitted by
facsimile to:


 


(i)                                     any facsimile number of the
Chargor set out in this deed or known to the Chargee at the date of this deed;
or


(ii)                                  any changed or other facsimile
number for the Chargor published or disseminated in writing in any way by, on
behalf of or at the apparent request of the Chargor;


 


(b)                                 left for the Chargor, or sent
by prepaid post to the Chargor at:


 


(i)                                     any address of the Chargor set
out in this deed or known to the Chargee at the date of this deed;


(ii)                                  any changed or other address
for the Chargor published or disseminated in writing in any way by, on behalf
of or at the apparent request of the Chargor;


(iii)                               the Chargor’s usual abode or
place of business;


(iv)                              the Chargor’s registered
office; or


(v)                                 any premises owned or occupied
by the Chargor;


 


(c)                                  delivered personally to the
Chargor.


 


28.3                          Any such method of service will be valid
and sufficient even if:


 


(a)                                  the Chargor is bankrupt,
insolvent, mentally ill, dead or absent from the place at or to which the
notice or demand is left, delivered or sent;


 


(b)                                 the Chargor does not receive
the notice or demand; or


 


(c)                                  where the notice or demand is
sent by post, it is returned to the Chargee through the post office unclaimed.


 


28.4                          Any such notice or demand will be deemed to
have been received by the Chargor:


 


(a)                                  if left or delivered
personally, on the same day;


 


(b)                                 if sent by post to an address
in Australia, on the second Business Day (in the place to which it is
addressed) after the date of posting;


 


(c)                                  if sent by post to an address
outside Australia, on the fourth Business Day (in the place to which it is
addressed) after the date of posting;


 


(d)                                 if sent by facsimile, upon
dispatch.


 


EXECUTED
as a deed.


 


18





















 


Exhibit ‘H’


 


US Security Agreement for
Tipperary Queensland, Inc.


 





















 


Security Agreement


 


Date:                    November             ,
2004


 


Debtor:  Tipperary Queensland, Inc.


 


Debtor’s
Mailing Address:   633 17th
Street, Suite 1550, Denver Colorado 
80202


 


Secured
Party:  Tri-Star Petroleum Company


 


Secured
Party’s Mailing Address: Level 35 Riverside Centre, 123 Eagle Street, Brisbane,
QLD  4000


 


Classification of Collateral:  Accounts/Chat•tel paper/General intangibles/Commercial tort
claim/documents covering goods, equipment, equipment to become a fixture,
inventory, consumer goods.


 


Collateral:


 


All
of Debtor’s interest in the following personal property and all supporting
obligations and proceeds of such property: all right, title and interest under
that certain Joint Operating Agreement dated May 15, 1992, ATP 526P, 653P and
745P, Petroleum Leases 90, 91, 92, 99 and 100, Petroleum Pipeline License 76,
the Permits and the 2.25% Working Interest, all as defined in the Settlement
Agreement and Mutual Release of even date herewith, which is incorporated herein
by reference (“Settlement Agreement”), all right, title and interest in and
under the Settlement Agreement; and if any exists, accounts; chattel paper;
general intangibles; commercial tort claims arising out of Debtor’s claim
against any other persons; and all rights to payment arising out of a judgment
or settlement of such commercial tort claim, including under any instrument,
chattel paper, or settlement agreement and all after acquired collateral of the
same classification; inventory, including chattel paper or instrument
constituting proceeds of the inventory and in proceeds of such chattel paper
and instruments, equipment, furniture, fixtures, consumer goods, and all
personal property, real or intangibly owned by Debtor or in which Debtor has any
interest, legal beneficial or otherwise.


 


Obligation


 


To perform all obligations
of Debtor under the Settlement Agreement and Mutual Release, including Exhibits
dated October             ,
2004, and payment of the Retained Overriding Royalty.  It is not intended that the “Obligation”
includes any duties or obligations of any other Tipperary Parties under the
Settlement Agreement.


 


Original principal
amount:  The amount of the Retained
Overriding Royalty determined in accordance with the Settlement Agreement.


 





















 


Obligor:  Tipperary Queensland, Inc.


 


Secured
Party:  Tri-Star Petroleum Company


 


Maturity
date:  ongoing


 


Terms
of payment:  monthly


 


Debtor’s
Representations Concerning Debtor and Locations:


 


The chattel paper
collateral, if any, is located solely at 633 17th Street, Suite 1550, Denver
Colorado  80202.


 


Debtor’s place of business is located at   633 17th Street, Suite 1550, Denver
Colorado  80202


 


Tipperary Queensland, Inc.’s state of
organization is Colorado


 


Debtor’s federal tax identification number is
unknown.


 


Debtor’s records concerning
the Collateral are located at 633 17th Street, Suite 1550, Denver Colorado  80202.


 


Debtor
grants to Secured Party a security interest in the Collateral and all its
proceeds to secure the Obligation and all renewals, modifications, and
extensions of the Obligation. Debtor authorizes Secured Party to file a
financing statement describing the Collateral.


 


A.                                    Debtor represents and warrants
the following:


 


1.                           No financing statement covering the
Collateral is filed in any public office except any financing statement in
favor of Secured Party.


 


2.                           Debtor owns the Collateral and has the
authority to grant this security interest, free from any setoff, claim,
restriction, security interest, or encumbrance except liens for taxes not yet
due.


 


3.                           None of the collateral is or will become
covered by a document except as provided in this agreement or the Settlement
Agreement.


 


4.                           All information about Debtor’s financial
condition is or will be accurate when provided to Secured Party.


 


5.                           Each account and chattel paper, if any, in
the Collateral is and will be the valid, legally enforceable obligation of a
third-party account debtor or obligor.


 


6.                           If any Collateral or proceeds include
obligations of third parties to Debtor, the transactions creating those
obligations conform and will conform in all respects to either applicable state
and federal consumer credit law or the laws of Queensland.


 


7.                           The Obligation was not incurred primarily for
personal, family or household purposes.


 





















 


8.                           The Collateral was not acquired and will not
be held primarily for personal, family, or household purposes.


 


B.                                    Debtor agrees to:


 


1.              Perform the Obligation.


 


2.              Sign and deliver to Secured Party any documents or
instruments that are legally necessary to obtain, maintain, and perfect this
security interest in the Collateral.


 


3.              Notify Secured Party immediately of any material
change in Debtor’s Mailing Address, and of any change (a) in Debtor’s name and
(b) of any location set forth above to another state.


 


4.              Maintain accurate records of the Collateral at the
address set forth above.


 


C.                                    Debtor agrees not to:


 


1.            Breach the Obligation.


 


2.            Change its name or jurisdiction
of organization, merge or consolidate with any person, or convert to a different
entity without notifying Secured Party in advance and taking action to continue
the perfected status of the security interest in the Collateral.


 


3.            Change the state in which Debtor’s
place of business is located, change its name, or convert to a different entity
without notifying Secured Party in advance and taking action to continue the
perfected status of the security interest in the Collateral.


 


4.            Change Debtor’s name or state of
residence without notifying Secured Party in advance and taking action to
continue the perfected status of the security interest in the Collateral.


 


D.                                    Risk of Loss


 


                                                1.                                       Debtor assumes all risk of loss to the
Collateral.


 


E.                                      Default and Remedies


 


1.                                       A default exists only if a final arbitration
award is rendered against Debtor pursuant to the Settlement Agreement, and if
the default is not cured within 30 days from the date of the award.  Notwithstanding anything herein or otherwise
to the contrary, foreclosure of the collateral as described herein shall result
in a merger of the 2.25% Working Interest and the Retained Overriding Royalty
and shall constitute full and final payment of the Retained Overriding Royalty
and shall put an end to any obligation by the Tipperary Parties to make further
payments of Retained Overriding Royalties.


 


2.                                       If a default exists, Secured Party may —
subject to the provisions of the Settlement Agreement and Mutual Release


 





















 


a.                           demand, collect, convert, redeem, settle,
compromise, receipt for, realize on, sue for, and adjust the Collateral either in
Secured Party’s or Debtor’s name, as Secured Party desires, or take control of
any proceeds of the Collateral and apply the proceeds against the Obligation;


 


b.                          take possession of any Collateral not already
in Secured Party’s possession, without demand or legal process, and for that
purpose Debtor grants Secured Party the right to enter any premises where the
Collateral may be located;


 


c.                           without taking possession, sell, lease, or
otherwise dispose of the Collateral at any public or private sale in accordance
with law;


 


d.                          exercise any rights and remedies granted by
law or this agreement;


 


e.                           notify obligors on the Collateral to pay
Secured Party directly and enforce Debtor’s rights against such obligors; and


 


f.                             as Debtor’s agent, make any endorsements in
Debtor’s name and on Debtor’s behalf.


 





















 


3.                                       Except as otherwise provided in this Security
Agreement and the Settlement Agreement, foreclosure of this security interest
by suit does not limit Secured Party’s remedies, including the right to sell
the Collateral under the terms of this agreement. Secured Party may exercise
all remedies at the same or different times, and no remedy is a defense to any
other. Secured Party’s rights and remedies include all those granted by law and
those specified in this agreement.


 


4.                                       Secured Party’s delay in exercising, partial
exercise of, or failure to exercise any of its remedies or rights does not
waive Secured Party’s rights to subsequently exercise those remedies or rights.
Secured Party’s waiver of any default does not waive any other default by
Debtor. Secured Party’s waiver of any right in this agreement or of any default
is binding only if it is in writing. Secured Party may remedy any default
without waiving it.


 


5.                                       Secured Party has no obligation to clean or
otherwise prepare the Collateral for sale.


 


6.                                       If in accord with the Settlement Agreement,
Secured Party may contact obligors on the Collateral directly to verify
information furnished by Debtor.


 


7.                                       Secured Party has no obligation to collect
any of the Collateral and is not liable for failure to collect any of the
Collateral, for failure to preserve any rights pertaining to the Collateral, or
for any act or omission on the part of Secured Party or Secured Party’s
officers, agents, or employees, except willful misconduct.


 


8.                                       Secured Party has no obligation to satisfy
the Obligation by attempting to collect the Obligation from any other person
liable for it. Secured Party may release, modify, or waive any collateral
provided by any other person to secure any of the Obligation. If Secured Party
attempts to collect the Obligation from any other person liable for it or
releases, modifies, or waives any collateral provided by any other person, that
will not affect Secured Party’s rights against Debtor. Debtor waives any right
Debtor may have to require Secured Party to pursue any third person for any of
the Obligation.


 


9.                                       If Secured Party must comply with any
applicable state or federal law requirements in connection with a disposition
of the Collateral, such compliance will not be considered to adversely affect
the commercial reasonableness of a sale of the Collateral.


 


10.                                 Secured Party may sell the Collateral without
giving any warranties as to the Collateral. Secured Party may specifically
disclaim any warranties of title or the like. This procedure will not be
considered to adversely affect the commercial reasonableness of a sale of the
Collateral.


 


11.                                 If Secured Party sells any of the Collateral
on credit, Debtor will be credited only with payments actually made by the
purchaser and received by Secured Party for application to the indebtedness of
the purchaser. If the purchaser fails to pay for the Collateral, Secured Party
may resell the Collateral and Debtor will be credited with the proceeds of the
sale.


 





















 


12.                                 If Secured Party purchases any of the
Collateral being sold, Secured Party may pay for the Collateral by crediting
the purchase price against the Obligation.


 


13.                                 Secured Party has no obligation to marshal
any assets in favor of Debtor or against or in payment of the Note, any of the
Other Obligation[s], or any other obligation owed to Secured Party by Debtor or
any other person.


 


14.                                 If the Collateral is sold after default,
recitals in the bill of sale or transfer will be prima facie evidence of their
truth and all prerequisites to the sale specified by this agreement and by law
will be presumed satisfied.


 


F.                                    General


 


1.                                       If in accord with the Settlement Agreement,
notice is reasonable if it is mailed, postage prepaid, to Debtor at Debtor’s
Mailing Address at least ten days before any public sale or ten days before the
time when the Collateral may be otherwise disposed of without further notice to
Debtor.


 


2.                                       This security interest will attach to an
after-acquired commercial tort claim or after acquired consumer goods only to
the extent permitted by law.


 


3.                                       This security interest will neither affect
nor be affected by any other security for any of the Obligation. Neither
extensions of any of the Obligation nor releases of any of the Collateral will
affect the priority or validity of this security interest.


 


4.                                       This agreement binds, benefits, and may be
enforced by the successors in interest of Secured Party and will bind all
persons who become bound as debtors to this agreement. Assignment of any part
of the Obligation and Secured Party’s delivery of any part of the Collateral
will fully discharge Secured Party from responsibility for that part of the
Collateral. If such an assignment is made, Debtor will render performance under
this agreement to the assignee. Debtor waives and will not assert against any
assignee any claims, defenses, or setoffs that Debtor could assert against
Secured Party except defenses that cannot be waived. All representations,
warranties, and obligations are joint and several as to each Debtor.


 


5.                                       This agreement may be amended only by an
instrument in writing signed by Secured Party and Debtor.


 


6.                                       The unenforceability of any provision of this
agreement will not affect the enforceability or validity of any other
provision.


 


7.                                       This
agreement will be construed according to Texas law, without regard to
choice-of-law rules of any jurisdiction. This agreement is to be performed in
Harris County, Texas and Queensland, Australia.


 


8.                                       Interest on the Obligation secured by this
agreement will not exceed the maximum amount of nonusurious interest that may
be contracted for, taken, reserved, charged, or received under law. Any
interest in excess of that maximum amount will be credited on the principal of
the Obligation or, if that has been paid, refunded.


 





















 


9.                                       In no event may this agreement secure payment
of any debt subject to title IV of the Texas Finance Code or create a lien
otherwise prohibited by law.


 


10.                                 When the context requires, singular nouns and
pronouns include the plural.


 


11.                                 Subject to the Settlement Agreement, any
term defined in sections 1.101 to 11.108 of the Texas Business and Commerce
Code and not defined in this agreement has the meaning given to the term in the
Code.


 


12.                                 To the extent the terms of this Security
Agreement are inconsistent with the terms of the Settlement Agreement the terms
of the Settlement Agreement shall control.


 


 


	
   

  	
   

  	
  Debtor:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tipperary
  Queensland, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Secured
  Party:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tri-Star
  Petroleum Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  
	
   

  	
   

  	
   

  



 





















 


Exhibit ‘I’


Easement Assignments


 


 


Note for the Form 8-K filing


 


Exhibit I consists of copies of various unexecuted easement assignments
from Tri-Star Petroleum Company to the Tipperary Parties and Intervenors in the
litigation settlement.   Tipperary
Corporation believes these planned assignments are not material to the
Settlement Agreement disclosures and has intentionally omitted them from
Exhibit 10.101 of Form 8-K filed by Tipperary Corporation on November 4, 2004.


 


Copies of these assignments are available by contacting:


Joseph Feiten


Chief Financial Officer


Tipperary Corporation


633 Seventeenth Street, Suite 1550


Denver, CO 80202