AMENDMENT TO SECURITY AGREEMENT
THIS AMENDMENT to that certain Security Agreement, dated December 22, 1999
(the "Security Agreement"), between Tipperary Corporation, a Texas corporation
("Debtor"), and Slough Estates USA Inc., a Delaware corporation ("Secured
Party"), is made this 11th day of March 1999, between Debtor and Secured Party.
WHEREAS, the parties entered into the Security Agreement to secure
performance and payment of certain Promissory Notes, (i) the first, dated
December 22, 1998, payable to Secured Party by Debtor in the amount of
$5,500,000 (the "$5.5 Million Note") and (ii) the second, dated December 22,
1998, payable to Secured Party by Tipperary Oil & Gas (Australia) Pty Ltd., in
the amount of $6,000,000 (the "$6.0 Million Note"); and
WHEREAS, the Debtor is executing a Promissory Note, of even date herewith,
in the principal amount of $6.5 million (the "$6.5 Million Note"), in
consideration of the cancellation of the $5.5 Million Note and receipt of $1.0
million from Secured Party; and
WHEREAS, the parties desire that the Security Agreement and collateral
provided therein shall secure repayment of the $6.5 Million Note in the same
respects as the $5.5 Million Note;
NOW THEREFORE, in consideration of the loan evidenced by the $6.5 Million
Note and the promises of the parties evidenced thereby and hereby:
1. The Security Agreement is hereby amended in that, as of, and after the
execution of the $6.5 Million note, all references in the Security Agreement to
the "Promissory Note" shall be deemed to be to the $6.5 Million Note (in place
of the $5.5 Million Note as therein provided before this Amendment) and the $6.0
Million Note. All provisions in the Security Agreement shall otherwise remain
unchanged, and the Security Agreement shall remain in full force and effect.
TIPPERARY CORPORATION SLOUGH ESTATES USA INC.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ X. X. Xxxxxx
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Xxxxx X. Xxxxxxxx, President and Xxxxxxx X. Xxxxxx, Vice President and
Chief Executive Officer Chief Financial Officer
