Fifth Amendment to Security Agreement between Tipperary Corporation and Slough Estates USA Inc.

Summary

Tipperary Corporation and Slough Estates USA Inc. have amended their existing Security Agreement for the fifth time. This amendment updates the agreement to secure a new $15 million promissory note, replacing the previous $12 million note, following an additional $3 million loan from Slough Estates to Tipperary. All other terms of the original Security Agreement remain unchanged, and the agreement continues to secure both the new $15 million note and an existing $6 million note.

EX-4.73 4 dex473.txt FIFTH AMENDMENT TO SECURITY AGREEMENT Exhibit 4.73 FIFTH AMENDMENT TO SECURITY AGREEMENT THIS FIFTH AMENDMENT to that certain Security Agreement, dated December 22, 1998, as amended pursuant to that certain Amendment to Security Agreement, dated March 11, 1999, and further amended pursuant to that certain Second Amendment to Security Agreement dated December 19, 2000 and further amended pursuant to that certain Third Amendment to Security Agreement dated January 25, 2001, and further amended pursuant to that certain Fourth Amendment to Security Agreement dated March 6, 2001 (the "Security Agreement"), between Tipperary Corporation, a Texas corporation ("Debtor"), and Slough Estates USA Inc., a Delaware corporation ("Secured Party"), is made this 20th day of August, 2001, 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 $5.5 Million Note was surrendered in connection with additional funds in the amount of $1.0 million loaned by Secured Party to Debtor, and was replaced by a Promissory Note, dated March 11, 1999 (the "$6.5 Million Note"); and WHEREAS, the $6.5 Million Note was surrendered in connection with additional funds in the amount of $1.0 million loaned by Secured Party to Debtor, and was replaced by a Promissory Note dated December 19, 2000 (the "$7.5 Million Note"); and WHEREAS, the $7.5 Million Note was surrendered in connection with additional funds in the amount of $500,000 loaned by Security Party to Debtor, and was replaced by a Promissory Note dated January 25, 2001 (the "$8.0 Million Note"); and WHEREAS, the $8.0 Million Note was surrendered in connection with additional funds in the amount of $4,000,000 loaned by Security Party to Debtor, and was replaced by a Promissory Note dated March 6, 2001 (the $12.0 Million Note"); and WHEREAS, Debtor is executing a Promissory Note, of even date herewith, in the principal amount of $15.0 million (the "$15.0 Million Note"), in consideration of the cancellation of the $12.0 Million Note and receipt of $3,000,000 loaned by Secured Party to Debtor; and WHEREAS, the parties desire that the Security Agreement and collateral provided therein shall secure repayment of the $15.0 Million Note in the same respects as the $12.0 Million Note; NOW THEREFORE, in consideration of the loan evidenced by the $15.0 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 $15.0 Million Note, all references in the Security Agreement to the "Promissory Notes" shall be deemed to be to the $15.0 Million Note (in place of the $12.0 Million Note as therein provided before this Fifth 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/ David L. Bradshaw By: /s/ Randall W. Rohner --------------------------------- ------------------------------------- David L. Bradshaw, President and Randall W. Rohner, Vice President and Chief Executive Officer Chief Financial Officer -2-