Common use of SEC Documents; Financial Statements; Liabilities Clause in Contracts

SEC Documents; Financial Statements; Liabilities. (a) Frontier has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since January 1, 1995, Frontier has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed with the SEC (the "SEC Documents"). As of their respective dates, each of the SEC Documents (i) complied in all material respects with all applicable requirements of the Exchange Act, and the rules and regulations promulgated thereunder, respectively, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements included in the SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLP, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standards, have been prepared in accordance with GAAP applied on a basis consistent with prior periods except as required by changes in GAAP, and present fairly the financial position of Frontier at such dates and the results of operations and cash flows for the periods then ended. The Frontier interim financial statements included in the SEC Reports (the "Frontier Interim Financial Statements") fairly present the financial position of Frontier as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, except that (i) the notes to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject to normal year-end non-cash adjustments. Except as set forth in the Disclosure Schedule-Frontier, neither Frontier nor any of its assets is subject to any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except (A) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial Statements, or (B) as reflected in the SEC Reports, or (C) as may have been incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements in the ordinary course of business and that are not reasonably likely to have a Material Adverse Effect on Frontier. (c) The most recent Frontier Financial Statements include appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since the date of the most recent Frontier Financial Statements, no event or condition (financial or otherwise) has occurred that has had or is likely to have a Material Adverse Effect on Frontier. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier has made available Except as disclosed to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31Fund, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since since January 1, 1995, Frontier Vaalco has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed with the SEC (the "Vaalco SEC Documents"). As of their respective datesThe Vaalco SEC Documents, each of and any such reports, forms and documents filed by Vaalco with the SEC Documents (i) complied after the date hereof, as amended, complied, or will comply, as to form in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, respectivelythereunder applicable to such Vaalco SEC Documents, and (ii) did not contain none of the Vaalco SEC Documents contained, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements Vaalco Financial Statements included in the Vaalco SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLPTouche, independent accountants, or accountants (in the independent accounting firm specified therein, case of the Vaalco Audited Financial Statements) in accordance with generally accepted auditing standards, have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a basis consistent with prior periods except as required by changes in GAAPperiods, and present fairly the financial position of Frontier Vaalco at such dates and the results of operations and cash flows for the periods then ended. The Frontier interim financial statements included , except, in the SEC Reports (case of the "Frontier Vaalco Interim Financial Statements", as permitted by Regulations S-B and S-X of the SEC. The Vaalco Interim Financial Statements reflect all adjustments (consisting only of normal, recurring adjustments) fairly present the financial position that are necessary for a fair statement of Frontier as at the dates thereof and the results of its operations and changes in financial position for the interim periods then ended, except that (i) the notes to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject to normal year-end non-cash adjustmentspresented therein. Except as set forth on Schedule 4.7, there has not been any Material Adverse Change in the Disclosure Schedule-Frontierfinancial condition of Vaalco since December 31, neither Frontier nor any of its assets is subject to any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except (A) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial Statements, or (B) as reflected in the SEC Reports, or (C) as may have been incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements in the ordinary course of business and that are not reasonably likely to have a Material Adverse Effect on Frontier1996. (c) The most recent Frontier Financial Statements include Vaalco Latest Balance Sheet includes appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since Since the date of the most recent Frontier Financial StatementsVaalco Latest Balance Sheet, there has been no event or condition (financial or otherwise) has occurred change that has had or is likely to have a Material Adverse Effect on FrontierVaalco. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended Since December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively2000, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since January 1, 1995, Frontier Company has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed by it with the SEC pursuant to the Securities Act or reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to each Investor, or each Investor has had access to, true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, each of the SEC Documents (i) complied in all material respects with all applicable the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, respectivelythereunder applicable to the SEC Documents, and (ii) did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements The financial statements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements Company included in the SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLP, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standards, have been prepared in accordance with GAAP applied on a basis consistent with prior U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as required by changes may be otherwise indicated in GAAPsuch financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present fairly in all material respects the financial position of Frontier at such dates and the results Company as of operations and cash flows for the periods then ended. The Frontier interim financial statements included in the SEC Reports (the "Frontier Interim Financial Statements") fairly present the financial position of Frontier as at the dates thereof and the results of its operations and changes in financial position cash flows for the periods then endedended (subject, except that (i) in the notes to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject case of unaudited statements, to normal year-end non-cash audit adjustments). Except as set forth in the Disclosure Schedule-Frontierfinancial statements included in the SEC Documents, neither Frontier nor any of its assets is subject to any liabilitythe Company has no liabilities, commitmentcontingent or otherwise, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except other than (A) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial Statements, or (B) as reflected in the SEC Reports, or (C) as may have been liabilities incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements in the ordinary course of business and that are subsequent to December 31, 2000, (B) liabilities of the type not reasonably likely required under generally accepted accounting principles to be reflected in such financial statements or described in the notes thereto, or (C) other liabilities which would not, individually or in the aggregate, have a Material Adverse Effect on FrontierEffect. (c) The most recent Frontier Financial Statements include appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since the date of the most recent Frontier Financial Statements, no event or condition (financial or otherwise) has occurred that has had or is likely to have a Material Adverse Effect on Frontier. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and Since September 30, 1997 (collectively2001, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since January 1, 1995, Frontier Company has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed by it with the SEC pursuant to the Securities Act or reporting requirements of the Exchange Act (all of the foregoing which have been deemed filed with the SEC prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to each Investor, or each Investor has had access to, true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, each of the SEC Documents (i) complied in all material respects with all applicable the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, respectivelythereunder applicable to the SEC Documents, and (ii) did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements The financial statements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements Company included in the SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLP, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standards, have been prepared in accordance with GAAP applied on a basis consistent with prior U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as required by changes may be otherwise indicated in GAAPsuch financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present fairly in all material respects the financial position of Frontier at such dates and the results Company as of operations and cash flows for the periods then ended. The Frontier interim financial statements included in the SEC Reports (the "Frontier Interim Financial Statements") fairly present the financial position of Frontier as at the dates thereof and the results of its operations and changes in financial position cash flows for the periods then endedended (subject, except that (i) in the notes to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject case of unaudited statements, to normal year-end non-cash audit adjustments). Except as set forth in the Disclosure Schedule-Frontierfinancial statements included in the SEC Documents, neither Frontier nor any of its assets is subject to any liabilitythe Company has no liabilities, commitmentcontingent or otherwise, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except other than (A) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial Statements, or (B) as reflected in the SEC Reports, or (C) as may have been liabilities incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements in the ordinary course of business and that are subsequent to September 30, 2001, (B) liabilities of the type not reasonably likely required under generally accepted accounting principles to be reflected in such financial statements or described in the notes thereto, or (C) other liabilities which would not, individually or in the aggregate, have a Material Adverse Effect on FrontierEffect. (c) The most recent Frontier Financial Statements include appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since the date of the most recent Frontier Financial Statements, no event or condition (financial or otherwise) has occurred that has had or is likely to have a Material Adverse Effect on Frontier. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier The Partnership has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since January 1, 1995, Frontier has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents required to be filed with the Securities and Exchange Commission (excluding any prospectus or registration statement filed by Frontierthe "SEC") since January 1, 1999 through the date hereof and will file all reports, schedules, forms, statements and other documents required to be filed with the SEC prior to the Effective Date, including, without limitation, the Consent Solicitation (as defined below) (the "Partnership SEC Documents"). As The Partnership SEC Documents, as of their respective filing dates, each of the SEC Documents (i) complied or will comply in all material respects with all the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and and, in each case, the rules and regulations promulgated thereunder, respectively, and (ii) did not thereunder applicable to such Partnership SEC Documents. None of the Partnership SEC Documents at the time of filing contained or will contain any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Partnership SEC Documents filed and publicly available prior to the date hereof and with respect to which any such statement or omission would not reasonably be expected to have a Partnership Material Adverse Effect. As The consolidated financial statements of their respective datesthe Partnership and its consolidated Subsidiaries, each prospectus and each registration statement filed by Frontier with if any, included in the Partnership SEC (y) Documents complied or will comply as to form in all material respects with all applicable accounting requirements of the Securities Act, and the published rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements included in the SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLP, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standardsrespect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis consistent with prior during the periods involved (except as required by changes may be indicated in GAAPthe notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP and present fairly the applicable rules and regulations of the SEC, the consolidated financial position of Frontier at such the Partnership and its consolidated Subsidiaries, if any, in each case taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows flow for the periods then ended. The Frontier interim financial statements included ended (subject, in the SEC Reports (the "Frontier Interim Financial Statements") fairly present the financial position case of Frontier as at the dates thereof and the results of its operations and changes in financial position for the periods then endedunaudited statements, except that (i) the notes to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject to normal year-end non-cash audit adjustments. Except as set forth in the Disclosure Schedule-Frontier, neither Frontier nor any of its assets is subject to any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except (A) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial Statements, or (B) as reflected in the SEC Reports, or (C) as may have been incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements in the ordinary course of business and that are not reasonably likely to have a Material Adverse Effect on Frontier. (c) The most recent Frontier Financial Statements include appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (db) Except as set forth in the Disclosure Schedule-Frontier, most recent financial statements included in the Partnership SEC Documents or as incurred in the ordinary course of business since the date respective dates thereof, neither the Partnership nor any Subsidiary has any liabilities or obligations of the most recent Frontier Financial Statementsany nature (whether accrued, no event or condition (financial absolute, contingent or otherwise) has occurred that has had or is likely would be required by GAAP to have a Material Adverse Effect on Frontier. (e) Except as set forth be reflected in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a partyPartnership's financial statements.

SEC Documents; Financial Statements; Liabilities. (a) Frontier has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended Since December ------------------------------------------------ 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively2000, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since January 1, 1995, Frontier Company has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed by it with the SEC pursuant to the Securities Act or reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to each Investor, or each Investor has had access to, true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, each of the SEC Documents (i) complied in all material respects with all applicable the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, respectivelythereunder applicable to the SEC Documents, and (ii) did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements The financial statements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements Company included in the SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLP, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standards, have been prepared in accordance with GAAP applied on a basis consistent with prior U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as required by changes may be otherwise indicated in GAAPsuch financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present fairly in all material respects the financial position of Frontier at such dates and the results Company as of operations and cash flows for the periods then ended. The Frontier interim financial statements included in the SEC Reports (the "Frontier Interim Financial Statements") fairly present the financial position of Frontier as at the dates thereof and the results of its operations and changes in financial position cash flows for the periods then endedended (subject, except that (i) in the notes to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject case of unaudited statements, to normal year-end non-cash audit adjustments). Except as set forth in the Disclosure Schedule-Frontierfinancial statements included in the SEC Documents, neither Frontier nor any of its assets is subject to any liabilitythe Company has no liabilities, commitmentcontingent or otherwise, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except other than (A) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial Statements, or (B) as reflected in the SEC Reports, or (C) as may have been liabilities incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements in the ordinary course of business and that are subsequent to December 31, 2000, (B) liabilities of the type not reasonably likely required under generally accepted accounting principles to be reflected in such financial statements or (C) other liabilities which would not, individually or in the aggregate, have a Material Adverse Effect on FrontierEffect. (c) The most recent Frontier Financial Statements include appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since the date of the most recent Frontier Financial Statements, no event or condition (financial or otherwise) has occurred that has had or is likely to have a Material Adverse Effect on Frontier. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (ai) Frontier has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since January 1, 1995, Frontier EMTA has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all required reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed with the SEC since February 9, 2007 (the "SEC Documents"). As of their respective datesThe SEC Documents, each of and any such reports, forms and documents filed by EMTA with the SEC Documents (i) complied after the date of this Agreement, complied, or will comply, at the time of filing as to faun in all material respects with all applicable the requirements of the Securities Act of 1933 (the "Securities Act") or the Securities and Exchange Act of 1934 (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder, respectivelythereunder applicable to the SEC Documents, and (ii) did not contain except to the extent that information contained in any SEC Document has been superseded by a later filed SEC Document, none of the SEC Documents at the time of filing contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (bii) The Frontier audited EMTA's financial statements included in the SEC Documents (complied at the "Frontier Financial Statements") have been audited by Deloitte & Touche LLPtime of filing with the SEC as to form in all material respects with the applicable accounting requirements and published rules and regulations of the SEC with respect thereto, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standards, have been were prepared in accordance with GAAP applied on a basis consistent with prior periods except as required by changes in GAAPperiods, and fairly present fairly the financial position of Frontier EMTA at such dates and the results of operations and cash flows flow for the respective periods then ended. The Frontier interim financial statements included in the SEC Reports (the "Frontier Interim Financial Statements") fairly present the financial position of Frontier as at the dates thereof and the results of its operations and changes in financial position for the periods then endedEMTA does not have, except that (i) the notes to the financial statements included therein nor are in summary form and therefore not complete and (ii) such financial statements are subject to normal year-end non-cash adjustments. Except as set forth in the Disclosure Schedule-Frontier, neither Frontier nor any of its assets is subject to to, any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities")of a type required by GAAP to be reflected in EMTA's financial statements, except (Ai) as and to the extent reflected on EMTA balance sheet dated as of December 31, 2008 or the most recent Frontier Financial Statements and Frontier Interim Financial Statementsfootnotes that are a part of its financial statements, or (B) as reflected in the SEC Reports, or (Cii) as may have been incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements December 31, 2008 in the ordinary course of business and that are not reasonably likely to material individually or in the aggregate. Except as set forth in the SEC Documents, since February 1997, EMTA has not made any change in the accounting policies or practices applied in the preparation of its financial statements. EMTA's independent auditors have a Material Adverse Effect not issued any audit reports or other reports on Frontierinternal controls which indicate that the internal controls associated with or otherwise covering EMTA have had any material weaknesses or that the accounting records associated with or otherwise covering EMTA contained or could contain any material errors. (ciii) The most recent Frontier Financial Statements include EMTA's balance sheet dated December 31, 2008 includes appropriate reserves for all Taxes taxes and other known liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since the date of the most recent Frontier Financial Statements, no event or condition (financial or otherwise) has occurred that has had or is likely to have a Material Adverse Effect on Frontier. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier Tidewater has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) filed all required to be filed with the SEC. Since January 1, 1995, Frontier has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed with the SEC since January 1, 1992 (the "Tidewater SEC Documents"). As of their respective dates, each of the Tidewater Documents, and any such reports, forms and documents filed by Tidewater with the SEC Documents (i) complied after the date hereof, complied, or will comply, as to form in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, respectivelythereunder applicable to such Tidewater SEC Documents, and (ii) did not contain none of the Tidewater SEC Documents contained, or will contain, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective datesExcept to the extent that information contained in any Tidewater SEC Document has been revised or superseded by a later filed Tidewater SEC Document, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements none of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an Tidewater SEC Documents contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. (b) The Frontier audited financial statements Tidewater Financial Statements included in the Tidewater SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLPKPMG Peat Marwick, independent accountantsL.L.P., or certified public accountants (in the independent accounting firm specified therein, case of the Tidewater Audited Financial Statements) in accordance with generally accepted auditing standards, have been prepared in accordance with GAAP United States generally accepted accounting principles and, except as disclosed therein, applied on a basis consistent with prior periods except as required by changes in GAAPperiods, and present fairly the financial position of Frontier Tidewater and its consolidated subsidiaries at such dates and the results of operations and cash flows for the periods then ended. The Frontier interim financial statements included , except, in the SEC Reports (case of the "Frontier Tidewater Interim Financial Statements", as permitted by Rule 10-01 of Regulation S-X of the SEC. The Tidewater Interim Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) fairly present the financial position that are necessary for a fair statement of Frontier as at the dates thereof and the results of its operations and changes in financial position for the interim periods then endedpresented therein. No member of the Tidewater Affiliated Group has, except that (i) the notes to the financial statements included therein nor are in summary form and therefore not complete and (ii) such financial statements are subject to normal year-end non-cash adjustments. Except as set forth in the Disclosure Schedule-Frontier, neither Frontier nor any of its their respective assets is subject to to, any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except (Ai) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial StatementsTidewater Latest Balance Sheet, or (B) as reflected in the SEC Reports, or (Cii) as may have been incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements Tidewater Latest Balance Sheet in the ordinary course of business and that are not reasonably likely to have a Material Adverse Effect on Frontiermaterial individually or in the aggregate or are permitted by this Agreement. (c) The most recent Frontier Financial Statements include Tidewater Latest Balance Sheet includes appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since Since the date of the most recent Frontier Financial StatementsTidewater Latest Balance Sheet, there has been no event or condition (financial or otherwise) has occurred change that has had or is likely to have a Material Adverse Effect on FrontierTidewater. (e) Except as set forth in the Disclosure Schedule-FrontierSchedule 5.7(e), the statements of income earnings included in the most recent Frontier Interim Tidewater Financial Statements do not contain any income or revenue realized from operations services that Frontier the Surviving Corporation would be prohibited or restricted from conducting offering after the Closing Date Effective Time pursuant to any covenant or provision in any material contract to which Frontier any member of the Tidewater Affiliated Group is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier DGC has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) filed all required to be filed with the SEC. Since January 1, 1995, Frontier has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed with the SEC since January 1, 1992 (the "DGC SEC Documents"), complete copies of which have been provided to Xxxxxxxx Holding. As of their respective dates, each of the DGC SEC Documents, and any such reports, forms and documents filed by DGC with the SEC Documents (i) complied after the date hereof, complied, or will comply, as to form in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, respectivelythereunder applicable to such DGC SEC Documents, and (ii) did not contain none of the DGC SEC Documents contained, or will contain, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective datesExcept to the extent that information contained in any DGC SEC Document has been revised or superseded by a later filed DGC SEC Document, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements none of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an DGC SEC Documents contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. (b) The Frontier audited DGC financial statements included in the DGC SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche KPMG Peat Marwick LLP, independent accountants, or certified public accountants (in the independent accounting firm specified therein, case of the DGC audited financial statements) in accordance with generally accepted auditing standards, have been prepared in accordance with GAAP generally accepted accounting principles and, except as disclosed therein, applied on a basis consistent with prior periods except as required by changes in GAAPperiods, and present fairly the financial position of Frontier DGC and its consolidated subsidiaries at such dates and the results of operations and cash flows for the periods then ended, except, in the case of the DGC interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. The Frontier DGC interim financial statements included in the SEC Reports reflect all adjustments (the "Frontier Interim Financial Statements"consisting only of normal recurring adjustments) fairly present the financial position that are necessary for a fair statement of Frontier as at the dates thereof and the results of its operations and changes in financial position for the interim periods then ended, except that (i) the notes to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject to normal year-end non-cash adjustmentspresented therein. Except as set forth in the Disclosure Schedule-Frontier, neither Frontier Neither DGC nor any of its consolidated subsidiaries has, nor are any of their respective assets is subject to to, any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities")that is material individually or in the aggregate, except (A) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial Statementslatest balance sheet included in the DGC interim financial statements (the "DGC Latest Balance Sheet"), or (B) as reflected in the SEC Reports, or (C) as may have been incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements DGC Latest Balance Sheet in the ordinary course of business and that are not reasonably likely to have a Material Adverse Effect on Frontierbusiness. (c) The most recent Frontier Financial Statements include appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since Since the date of the most recent Frontier Financial StatementsDGC Latest Balance Sheet, there has been no event or condition (financial or otherwise) has occurred change that has had or is likely to have a Material Adverse Effect material adverse effect on FrontierDGC or its subsidiaries. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since January 1, 1995, Frontier Bowlin has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all xxxxxred reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed with the SEC since February 1, 1997 (the "Bowlin SEC Documents"). As of their respective datesTxx Xxxlin SEC Documents, each of and xxx xuch reports, forms and documents filed by Bowlin with the SEC Documents (i) complied aftex xxx date of this Agreement, complied, or will comply, at the time of filing as to form in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to the Bowlin SEC Documents, respectivelyanx xxxept to the extent that information contained in any Bowlin SEC Document has beex xxxxrseded by a later filed Bowlin SEC Document, and (ii) did not contain none xx xxe Bowlin SEC Documents at xxx xxme of filing contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements included Bowlin Financial Statemenxx xxcluded in the Bowlin SEC Documents (complxxx xx the "Frontier Financial Statements") have been audited by Deloitte & Touche LLPtime of filing with the SEC as to form in all material respects with the applicable accounting requirements and published rules and regulations of the SEC with respect thereto, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standards, have been were prepared in accordance with GAAP applied on a basis consistent with prior periods except as required by changes in GAAPperiods, and fairly present fairly the consolidated financial position of Frontier Bowlin and the other members of the Bowlin Group at such dates and the xxx xxe consolidated results of operations and cash flows flow for the periods then ended. The Frontier interim financial statements included in the SEC Reports (the "Frontier Interim Financial Statements") fairly present the financial position of Frontier as at the dates thereof and the results of its operations and changes in financial position for the respective periods then ended, except that (i) subject, in the notes case of the Bowlin Interim Financial Stxxxxxxts, to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject to normal normal, recurring year-end non-cash adjustments. Except as set forth audit adjustments that are not, individually or in the Disclosure Schedule-Frontieraggregate, neither Frontier material in amount. The Bowlin Audited Financial Sxxxxxxnts have been audited by KPMG, LLP, independent auditors of Bowlin, in accordance with generally accepted auditing standards. No member of the Bowlin Group has, nor any of its are xxx xx their respective assets is subject to to, any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) of a type required by GAAP to be reflected in the Bowlin Financial Statemenxx, except, ("Undisclosed Liabilities"), except (Ai) as and to the extent reflected on the most recent Frontier Bowlin Latest Balance Sheet xx xxe footnotes that are a part of the Bowlin Financial Statements and Frontier Interim Financial StatementsStatemenxx, or (B) as reflected in the SEC Reports, or (Cii) as may have been incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements in Bowlin Latest Balance Shexx xx the ordinary course of business and that are not reasonably likely to material individually or in the aggregate or (iii) are permitted or contemplated by this Agreement or the Contribution Agreement. Except as set forth in the Bowlin SEC Documents, sincx Xxxruary 1, 1997, Bowlin has not made any cxxxxx in the accounting policies or practices applied in the preparation of the Bowlin Financial Statementx. Xxwlin's independent auditxxx xxxx not issued any audit reports or other reports on internal controls which indicate that the internal controls associated with or otherwise covering Bowlin have a Material Adverse Effect on Frontierhad any materiax xxxxnesses or that the accounting records associated with or otherwise covering Bowlin contained or could cxxxxxx any material errors. (c) The most recent Frontier Financial Statements include Bowlin Latest Balance Sheet xxxxxdes appropriate reserves for all Taxes and other known liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since the date of the most recent Frontier Financial Statements, no event or condition (financial or otherwise) has occurred that has had or is likely to have a Material Adverse Effect on Frontier. (e) Except as set forth in the Disclosure Schedule-Frontier, the The statements of income included in the most recent Frontier Interim Bowlin Financial Statements do Statementx xx not contain any income or revenue realized from operations products or services that Frontier the Surviving Corporation would be prohibited or restricted from conducting offering after the Closing Date Effective Time pursuant to any covenant or provision in any contract Material Contract to which Frontier any member of the Bowlin Group is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier The Company has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since January 1, 1995, Frontier has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed with the SEC pursuant to the Exchange Act since October 1994 (the "Company SEC Documents"). As Except to the extent that information contained in any Company SEC Document has been superseded by a later filed Company SEC Document, none of the Company SEC Documents, as of their respective datesdates and insofar as they pertain to the Business, each of the SEC Documents (i) complied in all material respects with all applicable requirements of the Exchange Actcontained, and the rules and regulations promulgated thereunder, respectively, and (ii) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial consolidated balance sheets and related consolidated statements included in of income, stockholders' equity and cash flows, and the SEC Documents related notes of the Company as of and for the years ended December 31, 1997, 1996 and 1995 and the period June 4, 1994 through December 31, 1994 (the "Frontier Company Audited Financial Statements") have been audited by Deloitte & Touche LLPArthxx Xxxexxxx XXX, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standards. The Company's internally prepared consolidated balance sheet and related consolidated statement of income and cash flows as of the three (3) month period ended March 31, 1998 (the "Company Internal Financial Statements") have been prepared by the Company in accordance with the past practices of the Company applied on a basis consistent with the Company Audited Financial Statements, except that the Company Internal Financial Statements do not contain notes and may be subject to normal annual adjustments. The Company Audited Financial Statements and all interim financial statements included in the Company SEC Documents (the "Company Interim Financial Statements") have been or, with respect to the Company Interim Financial Statements, will be prepared in accordance with GAAP United States generally accepted accounting principles applied on a basis consistent with prior periods except as required by changes in GAAPperiods, and present fairly the financial position of Frontier the Company at such dates and the results of operations and cash flows for the periods then ended. The Frontier interim financial statements included , except, in the SEC Reports (case of the "Frontier Company Interim Financial Statements", as permitted by Rule 10-01 of Regulation S-X of the SEC. The Company Interim Financial Statements will reflect all adjustments (consisting only of normal, recurring adjustments) fairly present the financial position that are necessary for a fair statement of Frontier as at the dates thereof and the results of its operations and changes in financial position for the interim periods then ended, except that (i) the notes to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject to normal year-end non-cash adjustmentspresented therein. Except as set forth in the Disclosure Schedule-FrontierCompany Audited Financial Statements or on Schedule 3.7 hereto, neither Frontier nor any of its assets is the Assets are not subject to any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, known or unknown, matured or unmatured) ("Undisclosed Liabilities"), except (A) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial Statements, or (B) as reflected in the SEC Reports, or (Ci) as may have been incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements December 31, 1997 in the ordinary course of business business, or (ii) that, individually or in the aggregate, have not had and that are not reasonably likely to have a Material Adverse Effect material adverse effect on Frontierthe Assets, taken as a whole. (c) The most recent Frontier Financial Statements include appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since the date of the most recent Frontier Financial Statements, no event or condition (financial or otherwise) has occurred that has had or is likely to have a Material Adverse Effect on Frontier. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December Since October 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively2001, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since January 1, 1995, Frontier Company has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed by it with the SEC pursuant to the Securities Act or reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to each Investor, or each Investor has had access to, true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, each of the SEC Documents (i) complied in all material respects with all applicable the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, respectivelythereunder applicable to the SEC Documents, and (ii) did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements The financial statements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements Company included in the SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLP, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standards, have been prepared in accordance with GAAP applied on a basis consistent with prior U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as required by changes may be otherwise indicated in GAAPsuch financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present fairly in all material respects the financial position of Frontier at such dates and the results Company as of operations and cash flows for the periods then ended. The Frontier interim financial statements included in the SEC Reports (the "Frontier Interim Financial Statements") fairly present the financial position of Frontier as at the dates thereof and the results of its operations and changes in financial position cash flows for the periods then endedended (subject, except that (i) in the notes to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject case of unaudited statements, to normal year-end non-cash audit adjustments). Except as set forth in the Disclosure Schedule-Frontierfinancial statements included in the SEC Documents, neither Frontier nor any of its assets is subject to any liabilitythe Company has no liabilities, commitmentcontingent or otherwise, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except other than (A) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial Statements, or (B) as reflected in the SEC Reports, or (C) as may have been liabilities incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements in the ordinary course of business and that are subsequent to October 31, 2001, (B) liabilities of the type not reasonably likely required under generally accepted accounting principles to be reflected in such financial statements or described in the notes thereto, or (C) other liabilities which would not, individually or in the aggregate, have a Material Adverse Effect on FrontierEffect. (c) The most recent Frontier Financial Statements include appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since the date of the most recent Frontier Financial Statements, no event or condition (financial or otherwise) has occurred that has had or is likely to have a Material Adverse Effect on Frontier. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier SEACOR has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) filed all required to be filed with the SEC. Since January 1, 1995, Frontier has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed with the SEC since December 31, 1998 (the "SEACOR SEC Documents"). As of their respective dates, each of the SEACOR SEC Documents (i) complied as to form in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, respectivelythereunder applicable to such SEACOR SEC Documents, and (ii) did not contain none of the SEACOR SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements SEACOR Financial Statements included in the SEACOR SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLP, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standards, have been prepared in accordance with GAAP applied on a basis consistent with prior periods except as required by changes in GAAPperiods, and present fairly the financial position of Frontier SEACOR and its subsidiaries at such the dates of the balance sheets included therein and the results of operations and cash flows for the periods then ended. The Frontier interim financial statements included , except, in the SEC Reports (case of the "Frontier SEACOR Interim Financial Statements", as permitted by Rule 10-01 of Regulation S-X of the SEC. The SEACOR Interim Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) fairly present the financial position that are necessary for a fair statement of Frontier as at the dates thereof and the results of its operations and changes in financial position for the interim periods then endedpresented therein. No member of the SEACOR Affiliated Group has, except that (i) the notes to the financial statements included therein nor are in summary form and therefore not complete and (ii) such financial statements are subject to normal year-end non-cash adjustments. Except as set forth in the Disclosure Schedule-Frontier, neither Frontier nor any of its their respective assets is subject to to, any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except (Ai) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial StatementsSEACOR Latest Balance Sheet, or (B) as reflected in the SEC Reports, or (Cii) as may have been incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements SEACOR Latest Balance Sheet in the ordinary course of business and that are not reasonably likely to have a Material Adverse Effect on Frontier. (c) The most recent Frontier Financial Statements include appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth material individually or in the Disclosure Schedule-Frontier, since the date of the most recent Frontier Financial Statements, no event aggregate or condition (financial or otherwiseiii) has occurred that has had or is likely to have a Material Adverse Effect on Frontieras permitted by this Agreement. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier The Partnership has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since January 1, 1995, Frontier has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents required to be filed with the Securities and Exchange Commission (excluding any prospectus or registration statement filed by Frontierthe "SEC") since January 1, 1998 through the date hereof and will file all reports, schedules, forms, statements and other documents required to be filed with the SEC prior to the Effective Date, including, without limitation, the Consent Solicitation (as defined below) (the "Partnership SEC Documents"). As The Partnership SEC Documents, as of their respective filing dates, each of the SEC Documents (i) complied or will comply in all material respects with all the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and and, in each case, the rules and regulations promulgated thereunder, respectively, and (ii) did not thereunder applicable to such Partnership SEC Documents. None of the Partnership SEC Documents at the time of filing contained or will contain any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Partnership SEC Documents filed and publicly available prior to the date hereof and with respect to which any such statement or omission would not reasonably be expected to have a Partnership Material Adverse Effect. As The consolidated financial statements of their respective datesthe Partnership and its consolidated Subsidiaries, each prospectus and each registration statement filed by Frontier with if any, included in the Partnership SEC (y) Documents complied or will comply as to form in all material respects with all applicable accounting requirements of the Securities Act, and the published rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements included in the SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLP, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standardsrespect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis consistent with prior during the periods involved (except as required by changes may be indicated in GAAPthe notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP and present fairly the applicable rules and regulations of the SEC, the consolidated financial position of Frontier at such the Partnership and its consolidated Subsidiaries, if any, in each case taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows flow for the periods then ended. The Frontier interim financial statements included ended (subject, in the SEC Reports (the "Frontier Interim Financial Statements") fairly present the financial position case of Frontier as at the dates thereof and the results of its operations and changes in financial position for the periods then endedunaudited statements, except that (i) the notes to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject to normal year-end non-cash audit adjustments. Except as set forth in the Disclosure Schedule-Frontier, neither Frontier nor any of its assets is subject to any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except (A) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial Statements, or (B) as reflected in the SEC Reports, or (C) as may have been incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements in the ordinary course of business and that are not reasonably likely to have a Material Adverse Effect on Frontier. (c) The most recent Frontier Financial Statements include appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (db) Except as set forth in the Disclosure Schedule-Frontier, most recent financial statements included in the Partnership SEC Documents or as incurred in the ordinary course of business since the date respective dates thereof, neither the Partnership nor any Subsidiary has any liabilities or obligations of the most recent Frontier Financial Statementsany nature (whether accrued, no event or condition (financial absolute, contingent or otherwise) has occurred that has had or is likely would be required by GAAP to have a Material Adverse Effect on Frontier. (e) Except as set forth be reflected in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a partyPartnership's financial statements.

SEC Documents; Financial Statements; Liabilities. (a) Frontier SEACOR has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) filed all required to be filed with the SEC. Since January 1, 1995, Frontier has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed with the SEC since December 31, 1993 (the "SEACOR SEC Documents"). As of their respective dates, each of the SEACOR SEC Documents (i) complied as to form in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, respectivelythereunder applicable to such SEACOR SEC Documents, and (ii) did not contain none of the SEACOR SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements SEACOR Financial Statements included in the SEACOR SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLP, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standards, have been prepared in accordance with GAAP applied on a basis consistent with prior periods except as required by changes in GAAPperiods, and present fairly the financial position of Frontier SEACOR and its Subsidiaries at such the dates of the balance sheets included therein and the results of operations and cash flows for the periods then ended. The Frontier interim financial statements included , except, in the SEC Reports (case of the "Frontier SEACOR Interim Financial Statements", as permitted by Rule 10-01 of Regulation S-X of the SEC. The SEACOR Interim Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) fairly present the financial position that are necessary for a fair statement of Frontier as at the dates thereof and the results of its operations and changes in financial position for the interim periods then endedpresented therein. No member of the SEACOR Affiliated Group has, except that (i) the notes to the financial statements included therein nor are in summary form and therefore not complete and (ii) such financial statements are subject to normal year-end non-cash adjustments. Except as set forth in the Disclosure Schedule-Frontier, neither Frontier nor any of its their respective assets is subject to to, any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except (Ai) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial StatementsSEACOR Latest Balance Sheet, or (B) as reflected in the SEC Reports, or (Cii) as may have been incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements SEACOR Latest Balance Sheet in the ordinary course of business and that are not reasonably likely to have a Material Adverse Effect on Frontier. (c) The most recent Frontier Financial Statements include appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth material individually or in the Disclosure Schedule-Frontier, since the date of the most recent Frontier Financial Statements, no event aggregate or condition (financial or otherwiseiii) has occurred that has had or is likely to have a Material Adverse Effect on Frontieras permitted by this Agreement. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended Since December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively2000, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since January 1, 1995, Frontier Company has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed by it with the SEC pursuant to the Securities Act or reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). The Company has made available to each Investor true and complete copies of the SEC Documents. As of their respective dates, each of the SEC Documents (i) complied in all material respects with all applicable the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, respectivelythereunder applicable to the SEC Documents, and (ii) did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements The financial statements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements Company included in the SEC Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLP, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standards, have been prepared in accordance with GAAP applied on a basis consistent with prior U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as required by changes may be otherwise indicated in GAAPsuch financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present fairly in all material respects the financial position of Frontier at such dates and the results Company as of operations and cash flows for the periods then ended. The Frontier interim financial statements included in the SEC Reports (the "Frontier Interim Financial Statements") fairly present the financial position of Frontier as at the dates thereof and the results of its operations and changes in financial position cash flows for the periods then endedended (subject, except that (i) in the notes to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject case of unaudited statements, to normal year-end non-cash audit adjustments). Except as set forth in the Disclosure Schedule-Frontierfinancial statements included in the SEC Documents, neither Frontier nor any of its assets is subject to any liabilitythe Company has no liabilities, commitmentcontingent or otherwise, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except other than (A) as and to the extent reflected on the most recent Frontier Financial Statements and Frontier Interim Financial Statements, or (B) as reflected in the SEC Reports, or (C) as may have been liabilities incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements in the ordinary course of business and that are subsequent to December 31, 2001, (B) liabilities of the type not reasonably likely required under generally accepted accounting principles to be reflected in such financial statements or (C) other liabilities which would not, individually or in the aggregate, have a Material Adverse Effect on FrontierEffect. (c) The most recent Frontier Financial Statements include appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since the date of the most recent Frontier Financial Statements, no event or condition (financial or otherwise) has occurred that has had or is likely to have a Material Adverse Effect on Frontier. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier UNIFAB has made available to Esenjay and Aspect true and complete copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"), each in the form (including exhibits and any amendments thereto) filed all required to be filed with the SEC. Since January 1, 1995, Frontier has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed with the SEC (the "SEC Documents")since September 18, 1997. As of their respective dates, each of the UNIFAB Disclosure Documents, and any such reports, forms and documents filed by UNIFAB with the SEC Documents (i) complied after the date hereof, complied, or will comply, in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such UNIFAB Disclosure Documents, respectivelyand, and (ii) did not contain except to the extent that information contained in any UNIFAB Disclosure Document has been revised or superseded by a later filed UNIFAB Disclosure Document, none of such Documents contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements UNIFAB Financial Statements included in the SEC UNIFAB Disclosure Documents (the "Frontier Financial Statements") have been audited by Deloitte & Touche LLP, independent accountants, or the independent accounting firm specified therein, certified public accountants identified therein in accordance with generally accepted auditing standards, have been prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistent with prior periods except as required by changes in GAAPperiods, and present fairly the financial position of Frontier UNIFAB at such dates and the results of operations and cash flows for the periods then ended. The Frontier interim financial statements included in the SEC Reports (the "Frontier Interim Financial Statements") fairly present the financial position of Frontier as at the dates thereof and the results of its operations and changes in financial position flow for the periods then ended, except that (i) except, in the notes to case of the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject to normal yearUNIFAB Interim Financial Statements, as permitted by Rule 10-end non01 of Regulation S-cash adjustmentsX of the SEC. Except as set forth in the Disclosure Schedule-Frontier, neither Frontier nor any of its assets is subject to any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except (A) as and to the extent reflected set forth on the most recent Frontier Financial Statements and Frontier Interim Financial StatementsLatest UNIFAB Balance Sheet, including all notes thereto, UNIFAB does not have any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or (B) as reflected reserved against in, a balance sheet of UNIFAB or in the SEC Reportsnotes thereto, or (C) as may have been incurred or may have arisen prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising since the date of the most recent Frontier Interim Financial Statements in the ordinary course of business UNIFAB Latest Balance Sheet and as permitted by this Agreement and that are not reasonably likely to have a Material Adverse Effect on Frontiermaterial individually or in the aggregate. (c) The most recent Frontier Financial Statements include UNIFAB Latest Balance Sheet includes appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since Since the date of the most recent Frontier Financial StatementsUNIFAB Latest Balance Sheet, there has been no event or condition (financial or otherwise) has occurred change that has had or is likely to have a Material Adverse Effect on FrontierUNIFAB. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.

SEC Documents; Financial Statements; Liabilities. (a) Frontier has made available to Esenjay and Aspect true and complete copies of its Annual Report Except as set forth on Form 10-KSB for the year ended December 31, 1996 and its Quarterly Reports on Form 10-QSB for each of the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "SEC Reports"Schedule 4.5(a), each in the form (including exhibits and any amendments thereto) required to be filed with the SEC. Since January 1, 1995, Frontier Lamar has timely filed (or has cured any failures to timely file to the satisfaction of the SEC staff) all xxxxxred reports, schedules, forms, statements and other documents (excluding any prospectus or registration statement filed by Frontier) required to be filed with the SEC since February 1, 1997 (the "Lamar SEC Documents"). As of their respective datesThe Xxxxx SEC Documents, each of and anx xxxh reports, forms and documents filed by Lamar with the SEC Documents (i) complied after thx xxxe of this Agreement, complied, or will comply, at the time of filing as to form in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, respectivelythereunder applicable to the Lamar SEC Documents, and (ii) did not contain exxxxx to the extent that information contained in any Lamar SEC Document has been xxxxrseded by a later filed Lamar SEC Document, none of xxx Lamar SEC Documents at the xxxx of filing contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. As of their respective dates, each prospectus and each registration statement filed by Frontier with the SEC (y) complied in all material respects with all applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, respectively, and (z) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) The Frontier audited financial statements included Lamar Financial Statements xxxxxded in the Lamar SEC Documents (compliex xx the "Frontier Financial Statements") have been audited by Deloitte & Touche LLPtime of filing with the SEC as to form in all material respects with the applicable accounting requirements and published rules and regulations of the SEC with respect thereto, independent accountants, or the independent accounting firm specified therein, in accordance with generally accepted auditing standards, have been were prepared in accordance with GAAP applied on a basis consistent with prior periods except as required by changes in GAAPperiods, and present fairly the financial position of Frontier at such dates and the results of operations and cash flows for the periods then ended. The Frontier interim financial statements included in the SEC Reports (the "Frontier Interim Financial Statements") fairly present the financial position of Frontier as Lamar at the such dates thereof and the results xxxxlts of its operations and changes in financial position cash flow for the respective periods then ended, except that (i) subject, in the notes case of the Lamar Interim Financial Stxxxxxnts, to the financial statements included therein are in summary form and therefore not complete and (ii) such financial statements are subject to normal normal, recurring year-end non-cash adjustments. Except as set forth adjustments that are not, individually or in the Disclosure Schedule-Frontieraggregate, neither Frontier material in amount. The Lamar Audited Financial Sxxxxxents have been audited by KPMG, LLP, independent auditors of Lamar, in accordance with gxxxxxlly accepted auditing standards. Lamar does not have, nor any arx xxx of its assets is subject to to, any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) of a type required by GAAP to be reflected in the Lamar Financial Statementx, xxcept ("Undisclosed Liabilities"), except (Ai) as and to the extent reflected on the most recent Frontier Lamar Latest Balance Sheet xx xhe footnotes that are a part of the Lamar Financial Statements and Frontier Interim Financial StatementsStatementx, or (B) as reflected in the SEC Reports, or (Cii) as may have been incurred or may have arisen since the date of the most recent Frontier Interim Financial Statements in the Lamar Latest Balance Sheet xx xhe ordinary course of business and that are not reasonably likely to material individually or in the aggregate or (iii) are permitted by this Agreement. Except as set forth in the Lamar SEC Documents, since Xxxxxary 1997, Lamar has not made any chanxx xx the accounting policies or practices applied in the preparation of the Lamar Financial Statements. Xxxar's independent auditors have a Material Adverse Effect not issued any audit reports or other reports on Frontierinternal controls which indicate that the internal controls associated with or otherwise covering Lamar have had any material xxxxnesses or that the accounting records associated with or otherwise covering Lamar contained or could coxxxxx any material errors. (c) The most recent Frontier Financial Statements include Lamar Latest Balance Sheet xxxxxdes appropriate reserves for all Taxes and other known liabilities incurred as of such date but not yet payable. (d) Except as set forth in the Disclosure Schedule-Frontier, since the date of the most recent Frontier Financial Statements, no event or condition (financial or otherwise) has occurred that has had or is likely to have a Material Adverse Effect on Frontier. (e) Except as set forth in the Disclosure Schedule-Frontier, the statements of income included in the most recent Frontier Interim Financial Statements do not contain any income or revenue realized from operations that Frontier would be prohibited or restricted from conducting after the Closing Date pursuant to any covenant or provision in any contract to which Frontier is a party.