Sterling Bank 2550 North Loop West, Suite 800 Houston, Texas 77092 July 7, 2006

 

 

July 7, 2006

Lothian Oil Inc.

United Heritage Corporation

Lothian Oil (USA) Inc.

Lothian Oil Texas I, Inc.

UHC New Mexico Corporation

Attn: Mr. Scott Wilson

405 N. Marienfeld, Suite 200

Midland, Texas 79701

Re:

Sterling Bank/Lothian Oil Inc., et al - Amended and Restated Credit Agreement (“Credit Agreement”) dated June 16, 2006, effective as of March 31, 2006

Gentlemen:

Pursuant to our conversations and mutual agreement, the following definition under the Credit Agreement shall be revised to read as follows:

 

“Commitment” shall mean the obligation of Lender, subject to applicable provisions of this Agreement, to make Loans to or for the benefit of Borrowers pursuant to Section 2.1 and to issue Letters of Credit pursuant to Section 2.18 in an aggregate amount not to exceed the lesser of (i) $20,000,000 and (ii) the Borrowing Base then in effect.

 

Upon execution by Borrowers and Lender, this letter will suffice as an amendment to the referenced Credit Agreement.

 

Sincerely, /s/ Daniel Steele Daniel Steele, Senior Vice President

 

 

Acknowledged and agreed to:   UNITED HERITAGE CORPORATION   By:/s/ C. Scott Wilson    C. Scott Wilson Chief Executive Officer and President   LOTHIAN OIL INC.   By:/s/ C. Scott Wilson    C. Scott Wilson Chief Financial Officer   LOTHIAN OIL (USA) INC.   By:/s/ C. Scott Wilson    C. Scott Wilson Chief Financial Officer LOTHIAN OIL TEXAS I, INC.   By:/s/ C. Scott Wilson    C. Scott Wilson Chief Financial Officer   UHC NEW MEXICO CORPORATION   By:/s/ C. Scott Wilson    C. Scott Wilson Chief Executive Officer and President