full, and the
Lender's obligations to extend credit under the Credit Agreement have
terminated.
23.
Governing Law. THIS GUARANTY IS TO BE CONSTRUED - AND ITS PERFORMANCE
ENFORCED - UNDER TEXAS LAW.
24.
No Oral Agreements. THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL
BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND
ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO
SUCH WRITINGS. THIS GUARANTY (AS AMENDED IN WRITING FROM TIME TO TIME) THE
CREDIT AGREEMENT, AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY BORROWERS,
LENDER OR GUARANTORS (OR BY BORROWER OR GUARANTORS FOR THE BENEFIT OF LENDER)
REPRESENT THE FINAL AGREEMENT BETWEEN BORROWERS, GUARANTORS, AND LENDER AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. THIS SECTION IS INCLUDED HEREIN PURSUANT TO SECTION 26.02 OF THE TEXAS
BUSINESS AND COMMERCE CODE, AS AMENDED FROM TIME TO TIME.
[The signatures are on the next page.]
Page 8 of 9
This Guaranty is executed effective as of date first above written.
GUARANTOR:
Lothian Oil Texas II, Inc.
By:
/s/ C. Scott Wilson
C. Scott Wilson
Chief Financial Officer
UHC Petroleum Services Corporation
By:
/s/ C. Scott Wilson
C. Scott Wilson
Chief Executive Officer and President
UHC Petroleum Corporation
By:
/s/ C. Scott Wilson
C. Scott Wilson
Chief Executive Officer and President
Signature Page to Guaranty
Page 9 of 9