Promissory Note dated February 27, 2003



Exhibit 4.76 
 
This Promissory Note has not been registered under the Securities Act of 1933, as amended (the “Act”), or
applicable state securities laws (the “State Acts”), and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to Tipperary Corporation of a
favorable opinion of the holder’s counsel or submission to Tipperary Corporation of such other evidence as may be satisfactory to counsel to Tipperary Corporation, to the effect that any such transfer shall not be in violation of the Act and
the State Acts. 
 
PROMISSORY NOTE

 

	 $4,000,000 
	 Denver, Colorado 


February 27, 2003 
 
Tipperary Corporation, a Texas corporation (“Maker”), hereby promises to pay to the order of Slough Estates USA Inc., a Delaware corporation (“Lender”), at its office located at 444 North Michigan Avenue,
Suite 3230, Chicago, Illinois 60611, or at any other place the holder hereafter designates, the principal sum of Four Million and No/100 Dollars ($4,000,000), together with interest thereon in lawful money of the United States as herein provided.

 
1.    Interest.    The unpaid principal balance of this Note shall bear interest on the amounts received, commencing on the following dates: (i) the sum of One Million and No/100 Dollars
($1,000,000), received on July 29, 2002; (ii) the sum of Two Million and No/100 Dollars ($2,000,000), received on October 30, 2002; (iii) the sum of One Million and No/100 Dollars ($1,000,000), received on November 18, 2002. The applicable annual
interest rate hereunder, adjusted monthly, shall be the sum of (i) the one month London Interbank Offered Rate on the first day of each calendar month (“LIBOR”) plus (ii) 3.5% per year until such date as the unpaid principal balance of
this Note becomes due and payable and (ii) 6.0% per year after such date as the unpaid principal balance of this Note becomes due and payable, whether at maturity or pursuant to other default as provided hereunder. Each monthly interest payment
shall be payable in arrears in calendar monthly installments, due and payable by the second business day of the following calendar month. Interest shall be calculated based on the actual number of days the principal balance remains outstanding in a
year of 365 days. 
 
2.    Maturity.    The unpaid principal balance of this Note, together with accrued and unpaid interest, shall be due and payable on April 30, 2004. 
 
3.    Prepayment.    The unpaid principal balance of the Note, together with accrued and unpaid interest, may be paid in whole or in part at any time in the sole discretion of Maker
without penalty. Any prepayment in part by Maker shall be first allocated to any accrued and unpaid interest, with any remaining amount being allocated to the unpaid principal. 
 
4.    Default.    If any of the following events occurs, all
indebtedness owing by Maker hereunder shall become forthwith due and payable to Lender, upon delivery by Lender to Maker of a written notice of default and demand for payment, and the expiration of the following periods from the delivery of such
notice, during which periods Maker shall have the ability to cure such default: (i) 
 

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in the case of (a) below, ten days, (ii) in the case of (b), (c) or (d) below, 30 days and, (iii) in the
case of (e) below, 15 days, or, if it is not practicable for Maker to cure such default within said 15-day period and Maker is diligently proceeding to cure such default, such time longer than 15 days as is reasonable for Maker to cure such default.

 
(a)  Any default by Maker in the
payment, when due, of any part of the principal of or interest on this Note and the payment of any other sums payable by Maker pursuant to the terms of this Note. 
 
(b)  The insolvency or bankruptcy of Maker or any of its direct or indirect subsidiaries, the
execution by Maker or any of its direct or indirect subsidiaries of an assignment for the benefit of creditors of substantially all of the assets of Maker or any such direct or indirect subsidiary, or Maker’s or any of its direct or indirect
subsidiary’s consent to the appointment of a trustee or a receiver or other officer of a court or other tribunal. 
 
(c)  The appointment of a trustee or receiver or other officer of a court for Maker or any of its direct or indirect
subsidiaries, or for a substantial part of their properties, without the consent of Maker or of such direct or indirect subsidiary, where no discharge is effected within 30 days. 
 
(d)  The institution of bankruptcy, reorganization, insolvency, or liquidation proceedings by or
against Maker or any of its direct or indirect subsidiaries, and if against Maker or such a direct or indirect subsidiary, where such proceeding is consented to by Maker or such subsidiary or remains undismissed for 30 days. 
 
(e)  Any other breach or failure of Maker to perform
any term or condition of this Note. 
 
5.    Collection.    Maker and all guarantors and endorsers of this Note shall pay all costs and expenses of collection and enforcement of this Note, including reasonable attorneys’
fees. 
 
6.    Waiver.    Demand, presentment for payment, notice of dishonor, protest and notice of protest are hereby waived. 
 
7.    Proceeds.    The proceeds from this Note have previously
been advanced to Maker by Lender. 
 
8.    Assignment.    This Note may not be assigned by Lender or Maker without the express written consent of the other party; provided, however, that Lender may assign this Note to any
of its affiliates without such consent. Such an affiliate, for purposes of this Section 9, is any person of which Lender owns directly or indirectly more than 50% of the voting equity interests, or such person as owns directly or indirectly more
than 50% of the voting equity interests of Lender. 
 
9.    Governing Law.    This Note is made and is being executed in the State of Colorado, and the provisions hereof will be construed in accordance with the laws of the State of
Colorado. 
 

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Furthermore, Lender and Maker (and their lawful assignees, successors and endorsers) further agree that in
the event of default this Note may be enforced in any court of competent jurisdiction in the States of Colorado or Illinois, and they do hereby submit to such jurisdiction in the States of Colorado or Illinois. 
 
10.    Severability.    Invalidation of any of the provisions of this Note shall not affect the remainder of this Note. 
 
11.    Amendment.    This Note may not be amended or modified
except by an instrument in writing signed by both parties. 
 
12.    Credit Agreement.    The terms and conditions of this Note are subject to the terms and provisions of an Amended and Restated Credit Agreement among the Maker, Tipperary Oil &
Gas (Australia) Pty Ltd, Tipperary Oil & Gas Corporation, TCW Debt & Royalty Fund VI, L.P. and TCW Asset Management Company, dated as of February 20, 2001 (a copy of which has been provided to Lender) which terms and provisions thereof are
incorporated herein by reference. 
 

	 TIPPERARY CORPORATION

	
	 By:
	 	 /s/    David L.
Bradshaw        


	 	 	 David L. Bradshaw, President and
 Chief Executive Officer



 

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