SECOND AMENDMENT TO
ACQUISITION AGREEMENT AND PLAN OF EXCHANGE
This Second Amendment to Acquisition Agreement and Plan of Exchange
(this "Amendment") is made and entered into as of May 13, 1998, by and among
Frontier Natural Gas Corporation, an Oklahoma corporation ("Frontier"),
Esenjay Petroleum Corporation, a Texas corporation ("Esenjay"), and Aspect
Resources LLC, a Colorado limited liability company ("Aspect"), for the
purpose of amending that Acquisition Agreement and Plan of Exchange, dated as
of January 18, 1998 (as amended, the "Agreement"), by and among Frontier,
Esenjay and Aspect. Capitalized terms used, but not defined, herein shall
have the meaning ascribed to them in the Agreement.
1. Section 15.02 of the Agreement is hereby amended and restated in
its entirety as follows:
Section 15.02 Indemnification by Esenjay. Esenjay shall indemnify,
defend and hold Aspect and Frontier harmless from and against any all
Damages from, resulting by reason of or arising in connection with any
of the following (in each case so long as notice of a claim for
indemnification is made in good faith within the applicable survival
period):
(a) any break of or inaccuracy in any representation or
warranty made by Esenjay in this Agreement or any Related Document
or any document delivered at Closing;
(b) any breach of or failure by Esenjay to perform any
covenant or obligation of Esenjay in this Agreement or any Related
Document or any document delivered at Closing;
(c) any liability, loss, damage, or obligation incurred or
suffered by Frontier in connection with or as a result of that
lawsuit styled ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ VS. ESENJAY PETROLEUM CORPORATION AND
FRONTIER NATURAL GAS CORPORATION, Cause No. 98-1884-A in the ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ of Nueces County, Texas (the "Lawsuit"); provided
however, that this Section 15.02(c) shall (i) only apply in the
event of a final non-appealable monetary judgment or other final
settlement of the Lawsuit or in the event of any loss or damage to
the Esenjay Assets arising out of or resulting from the Lawsuit;
(ii) not include (A) any legal fees or costs of defense, or (B) any
costs associated with the implementation of a safety plan or loss
control program by Frontier, and (iii) not entitle Frontier to
recover any amounts in excess of any monetary damages pursuant to
any final non-appealable judgment or
settlement, except in the case of any loss or damage to the Esenjay
Assets; and provided further that Frontier shall not enter into any
settlement of the Lawsuit without the prior written consent of
Esenjay and, to the extent Frontier does so, this Section 15.02(c)
shall terminate as to any such settlement and Frontier shall not be
entitled to indemnification hereunder with respect to such
settlement;
(d) any liability, loss, damage, obligation, cost or expense
of Esenjay, other than liabilities for Post Effective Date Costs
assumed by Frontier pursuant to Section 2.03 hereof.
2. Section 15.04 of the Agreement is hereby amended by adding the
following to the end of such section:
"; provided, further, that with respect to any claim for
Damages under Section 15.02(c) of this Agreement, Esenjay's
indemnification obligations hereunder shall not be limited to 24
months, but instead shall extend to any claims brought during the
pendency of the Lawsuit and for a period of 60 days thereafter.
3. Except as amended herein, the Agreement remains the same and, to such
extent, is hereby ratified and confirmed.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first above written by the parties or the authorized representative of the
parties.
FRONTIER:
Frontier Natural Gas Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
ESENJAY:
Esenjay Petroleum Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman
ASPECT:
Aspect Resources LLC
By: Aspect Management Corporation,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
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