Exhibit 10 .101

 

SETTLEMENT AGREEMENT & MUTUAL RELEASE

 

This Settlement Agreement & Mutual Release (“Agreement”) is made and entered into effective as of the 30 ^th 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,

 

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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

 

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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 238 ^th 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

 

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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 17 th 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

 

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/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.

 

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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 17 th Street, Suite 1550, Denver, Colorado 80202		24.2421875	%
Tipperary Corporation		633 17 th Street, Suite 1550, Denver, Colorado 80202		2.9296875	%
Tipperary CSG, Inc.		633 17 th Street, Suite 1550, Denver, Colorado 80202		4.6875000	%
Tipperary Queensland, Inc.		633 17 th 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)

 

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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 17 th Street, Suite 1550, Denver, Colorado 80202		24.15534442	%
Tipperary Corporation		633 17 th Street, Suite 1550, Denver, Colorado 80202		2.93277424	%
Tipperary CSG, Inc.		633 17 th Street, Suite 1550, Denver, Colorado 80202		4.69243879	%
Tipperary Queensland, Inc.		633 17 th 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 17 th Street, Suite 1550, Denver, Colorado 80202		24.15534442	%
Tipperary Corporation		633 17 th Street, Suite 1550, Denver, Colorado 80202		2.93277424	%
Tipperary CSG, Inc.		633 17 th Street, Suite 1550, Denver, Colorado 80202		4.69243879	%
Tipperary Queensland, Inc.		633 17 th 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 17 th Street, Suite 1550, Denver, Colorado 80202		24.2421875	%
Tipperary Corporation		633 17 th Street, Suite 1550, Denver, Colorado 80202		2.9296875	%
Tipperary CSG, Inc.		633 17 th Street, Suite 1550, Denver, Colorado 80202		4.6875000	%
Tipperary Queensland, Inc.		633 17 th 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 17 th Street, Suite 1550, Denver, Colorado 80202		24.2421875	%
Tipperary Corporation		633 17 th Street, Suite 1550, Denver, Colorado 80202		2.9296875	%
Tipperary CSG, Inc.		633 17 th Street, Suite 1550, Denver, Colorado 80202		4.6875000	%
Tipperary Queensland, Inc.		633 17 th 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 17 th Street, Suite 1550, Denver, Colorado 80202		24.2421875	%
Tipperary Corporation		633 17 th Street, Suite 1550, Denver, Colorado 80202		2.9296875	%
Tipperary CSG, Inc.		633 17 th Street, Suite 1550, Denver, Colorado 80202		4.6875000	%
Tipperary Queensland, Inc.		633 17 th 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