FIRST AMENDMENT TO
ACQUISITION AGREEMENT AND PLAN OF EXCHANGE
This First Amendment to Acquisition Agreement and Plan of Exchange (this
"Amendment") is made and entered into as of April 20, 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 19, 1998 (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. The defined term "Proxy Statement/Prospectus" in Section 1.01 of the
Agreement is hereby deleted in its entirety and a new defined term is hereby
added in its place as follows:
"Proxy Statement" shall mean the proxy statement of Frontier, which
shall be prepared for the purpose of obtaining the approval of
Frontier's stockholders of this Agreement and the Exchange, in addition
to other matters.
2. The definition of "Registration Statement" in Section 1.01 of the
Agreement is hereby amended and restated in its entirety as follows:
"Registration Statement" shall mean a registration statement on Form
SB-2 to be filed by Frontier with the SEC for the purpose, among other
things, of registering the Frontier Common Stock which will be issued to
Aspect, Esenjay and other parties, if any, upon consummation of the
Exchange.
3. Section 8.11 of the Agreement is hereby amended and restated in its
entirety as follows:
Section 8.11 Registration Statement and Proxy Statement/Prospectus;
Frontier Stockholders' Meeting.
(a) As promptly as practical, after the execution of this
Agreement, Frontier shall prepare and file with the SEC the Proxy
Statement to be sent to its stockholders in connection with the
meeting of Frontier's stockholders (the "Frontier Stockholders'
Meeting") to consider the Exchange and Frontier shall prepare and
file with the SEC the Registration Statement. Frontier shall use all
commercially reasonable efforts to cause the Registration Statement
to become effective as soon after such filing as is practical and,
in any event, no later than fourteen days following the Closing
Date. The Proxy Statement shall include the recommendation of the
Board of Directors of Frontier in favor of this Agreement and the
Exchange. Frontier
shall make all other necessary filings with respect to the Exchange
and the issuance of Frontier Common Stock required under the
Securities Act and the Exchange Act.
(b) Aspect and Esenjay will cooperate in the preparation of
the Registration Statement and the Proxy Statement and will as
promptly as practicable after the date hereof furnish all such data
and information relating to it as Frontier may reasonably request
for the purpose of including such data and information in the
Registration Statement and Proxy Statement. Frontier shall notify
Aspect and Esenjay of the receipt of any comments of the SEC with
respect to the Registration Statement or the Proxy Statement and of
any requests by the SEC for any amendment or supplement thereto or
for additional information and shall provide to the other promptly
copies of all correspondence to and from the SEC with respect to the
Registration Statement or the Proxy Statement. Frontier shall give
Aspect and Esenjay and their counsel the opportunity to review the
Registration Statement and the Proxy Statement and all responses to
requests for additional information by and replies to comments of
the SEC before their being filed with, or sent to, the SEC. Frontier
agrees to use its commercially reasonable efforts, after
consultation with Aspect and Esenjay, to respond promptly to all
such comments of and requests by the SEC and to cause (i) the Proxy
Statement to be approved by the SEC at the earliest practicable
time, (ii) the Registration Statement to be declared effective by
the SEC as of the Closing Date or as soon thereafter as practicable
and in any event no later than fourteen days following the Closing
Date and to be kept effective for so long as any parties receiving
Frontier Common Stock in connection with the Exchange retain any
such shares or until such time as the Frontier Common Stock held by
such parties can be sold free of restrictions under Rule 144 (other
than volume limitations), whichever is earlier, and (iii) the Proxy
Statement to be mailed to the holders of Frontier Common Stock and
the Frontier Preferred Stock entitled to vote at the Frontier
Stockholders' Meeting at the earliest practicable time. No amendment
or supplement to the Registration Statement or the Proxy Statement
shall be made by Frontier without first providing Aspect and Esenjay
with reasonable opportunity to review such amendment or supplement.
Frontier shall, within the confines of its fiduciary and regulatory
obligations, use its reasonable best efforts to incorporate or
otherwise address the comments of Aspect and/or Esenjay after their
review of such documents.
(c) Frontier shall, as soon as practicable following
effectiveness of the Proxy Statement, take all action necessary
under the OGCA and its Certificate of Incorporation and Bylaws to
convene the Frontier Stockholders' Meeting of its stockholders for
the purpose of approving the Exchange, among other things. Included
in the issues required to be approved by the Shareholders of
Frontier shall be (i) closing of the acquisition of the Aspect
Assets, (ii) closing of the acquisition of the Esenjay Assets, (iii)
authorizing a reverse split of the Frontier Common Stock, (iv)
authorizing the change of Frontier's state of incorporation from
Oklahoma to
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Delaware, (v) election of the slate of nominees for the Board of
Directors as set forth in Section 8.09 of this Agreement, and (vi)
any other provision hereof its counsel advises Frontier requires
specific approval in order to fully implement the provisions of this
Agreement. Frontier shall use commercially reasonable efforts to
cause the Frontier Stockholders' Meeting to be held as soon as
practicable after the date hereof.
(d) Frontier shall take such action as may be necessary to
insure that (i) the information included in the Registration
Statement shall not at the time the Registration Statement is
declared effective by the SEC contain any untrue statement of a
material fact or omit to state any material fact required to be
stated in the Registration Statement or necessary in order to make
the statements therein not misleading, and the prospectus contained
in such Registration Statement, at the time the Registration
Statement becomes effective and at any time such prospectus is
delivered to a purchaser of the Frontier Common Stock covered by
such prospectus, will not contain an untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading, and (ii) the information included in the
Proxy Statement shall not, on the date the Proxy Statement is first
mailed to stockholders of Frontier, at the time of the Frontier
Stockholders' Meeting, and at the Closing Date, contain any
statement which, at such time and in light of the circumstances
under which it shall be made, is false or misleading with respect to
any material fact, or omit to state any material fact necessary in
order to make the statements made in the Proxy Statement not false
or misleading, or omit to state any material fact necessary to
correct any statement in any earlier communication with respect to
the solicitation of proxies for the Frontier Stockholders' Meeting
which has become false or misleading.
(e) Aspect and Esenjay shall take such action as may be
necessary to insure that any information or data provided by them to
Frontier in connection with the Proxy Statement or Registration
Statement does not contain any untrue statement of a material fact
or omit to state any material fact required to be stated in the
Proxy Statement or Registration Statement or necessary to make the
statements in the Proxy Statement or Registration Statement, in
light of the circumstances under which they were made, not
misleading.
4. Section 8.13 of the Agreement is hereby amended and restated in its
entirety as follows:
Section 8.13 Name Change. Within three (3) days of Closing,
Frontier shall take all steps necessary or appropriate to change its
name from "Frontier Natural Gas Corporation" to "Esenjay Exploration,
Inc." or a similar name as is legally available and as may be agreed to
among the parties hereto prior to Closing and Esenjay shall consent to
the use of such name and execute any documents reasonably requested by
Frontier to evidence
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such consent. In the event that Esenjay retains the name "Esenjay
Petroleum Corporation," Esenjay agrees not to assign the rights to such
name to any person or entity other than Frontier.
5. Except as amended herein, the Agreement remains the same and, to
such extent, is hereby ratified and confirmed.
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
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