AMENDMENT AND REVISION TO DEVELOPMENT AND EXPLORATION AGREEMENT (Wardlaw Property, Edwards County, Texas)
AMENDMENT
AND REVISION TO
(Xxxxxxx
Property, Xxxxxxx County, Texas)
Xxxxxxxxx
Xxxxx 00, 0000, Xxxxxxx
Oil Inc.
(“Lothian”), whose address is 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000,
and UHC
Petroleum Corporation,
and
UHC
Petroleum Services Corporation,
as
ratified by United
Heritage Corporation (collectively
referred to as “UHC”), whose address is 000 X. Xxxxxxxxxx, Xxxxx 000, Xxxxxxx,
XX 00000, entered into a Development and Exploration Agreement (the “Agreement”)
providing for Lothian to loan UHC a sum of up to Two Million Five Hundred
Thousand Dollars ($2,500,000.00) for the development of oil and gas leases
owned
by UHC in the Xxxxxxx Field in Xxxxxxx County, Texas (the “Xxxxxxx
Property”).
A
copy of
that Development and Exploration Agreement is attached to this Amendment as
Exhibit “A.”
After
entering into the Agreement and the Promissory Note, Deed of Trust, Mortgage,
Assignment of Production, Security Agreement and Financing Statement, and Credit
Agreement provided for in that Agreement (the “Loan Documents”), it was realized
that the Agreement erroneously provided, as part consideration for the loan,
for
UHC to deliver Lothian an assignment of a part of UHC’s interest in the Xxxxxxx
Property, with the assignment to become effective when the full amount of the
loan, together with all accrued interest had been paid in full to Lothian,
as
provided for in the Loan Documents.
It
was
the intent of Lothian and UHC that the transaction provided for in the Agreement
and Loan Documents only be a LOAN
TRANSACTION AND NOT A TRANSFER OF INTEREST BY UHC TO
LOTHIAN.
By
resolution adopted by the Board of Directors of UHC on May _____, 2006, it
was
acknowledged that the reference to an assignment by UHC to Lothian of a part
of
its interest in the Xxxxxxx Property was an error, and UHC is not obligated
to
assign any interest in the Xxxxxxx Property, which it owns, to Lothian, under
the terms of the Agreement and Loan Documents.
To
evidence the agreement and understanding concerning the advances to be made
by
Lothian to UHC under the terms of the Agreement and Loan Documents, the
Agreement and Loan Documents are hereby amended to delete any and all references
in the Agreement and Loan Documents providing for UHC to deliver to Lothian
an
assignment of any interest in the Xxxxxxx Property.
Both
UHC
and Lothian acknowledge that if the proceeds of production from the Xxxxxxx
Property pledged to Lothian in the Loan Documents are not adequate to pay the
indebtedness and retire it in the manner provided for in the Loan Documents,
UHC
will repay the balance of any sums remaining due out of any other revenue
sources available to UHC, and will not be obligated to assign any of its
interest in the Xxxxxxx Property to Lothian.
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This
Amendment is executed on behalf of Lothian and UHC to clarify that the
transaction provided for in the Agreement is a loan and not a transfer of
interest. UHC and Lothian agree to execute all further amendments to any
agreements and documents they have entered into, which may be required, deemed
advisable, or requested by either Lothian or UHC, to clarify that the
transaction between the parties is a loan transaction, and shall under no
circumstances be deemed a transfer of interest by UHC to Lothian in any of
its
properties.
For
all
purposes, this Amendment to the Agreement and Loan Documents shall be deemed
effective as of March 31, 2006, the Effective Date of the original Agreement
and
Loan Documents.
|
“Lothian”
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| Lothian Oil Inc. | ||
| By: | /s/ Xxx Xxxx | |
|
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| Date: April ___, 2006 |
Xxx Xxxx, President
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“UHC”
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| UHC Petroleum Corporation | ||
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| By: | /s/ C. Xxxxx Xxxxxx | |
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| Date: April ___, 2006 |
C. Xxxxx Xxxxxx
Chief Financial Officer
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| United Heritage Corporation | ||
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| By: | /s/ C. Xxxxx Xxxxxx | |
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| Date: April ___, 2006 |
C. Xxxxx Xxxxxx
Chief Financial Officer
|
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| UHC Petroleum Services Corporation | ||
| |
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| By: | /s/ C. Xxxxx Xxxxxx | |
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||
| Date: April ___, 2006 |
C. Xxxxx Xxxxxx
Chief Financial Officer
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