TO SUCH TAXES, CHARGES, FEES,
LEVIES OR OTHER ASSESSMENTS. COPIES OF ALL TAX RETURNS FOR EACH FISCAL YEAR
SINCE THE FORMATION OF APOLLO HAVE BEEN FURNISHED OR MADE AVAILABLE TO THE
SELLER OR TO ITS REPRESENTATIVES AND SUCH COPIES ARE ACCURATE AND COMPLETE AS OF
THE DATE THEREOF. APOLLO HAS ALSO FURNISHED OR MADE AVAILABLE TO THE SELLER OR
ITS REPRESENTATIVES CORRECT AND COMPLETE COPIES OF ALL NOTICES AND
CORRESPONDENCE SENT OR RECEIVED SINCE THE FORMATION OF APOLLO BY APOLLO TO OR
FROM ANY FEDERAL, STATE OR LOCAL TAX AUTHORITIES. APOLLO HAS ADEQUATELY RESERVED
FOR THE PAYMENT OF ALL MATERIAL APOLLO TAXES WITH RESPECT TO PERIODS ENDED ON,
PRIOR TO OR THROUGH THE DATE APOLLO'S BALANCE SHEETS FOR WHICH TAX RETURNS HAVE
NOT YET BEEN FILED. IN THE ORDINARY COURSE, APOLLO MAKES ADEQUATE PROVISION ON
ITS BOOKS FOR THE PAYMENT OF ALL APOLLO TAXES (INCLUDING FOR THE CURRENT FISCAL
PERIOD) OWED BY APOLLO. EXCEPT TO THE EXTENT RESERVES THEREFORE ARE REFLECTED ON
ITS BALANCE SHEET, APOLLO IS NOT LIABLE OR WILL NOT BECOME LIABLE, FOR ANY
APOLLO TAXES FOR ANY PERIOD ENDING ON, PRIOR TO OR THROUGH THE DATES OF THOSE
BALANCE SHEETS. EXCEPT AS DISCLOSED ON SCHEDULE 6.2(H), APOLLO HAS NOT BEEN
SUBJECT TO A FEDERAL OR STATE TAX AUDIT OF ANY KIND AND NO ADJUSTMENT HAS BEEN
PROPOSED BY THE IRS WITH RESPECT TO ANY RETURN FOR ANY SUBSEQUENT YEAR. WITH
RESPECT TO THE AUDITS REFERRED TO ON SCHEDULE 6.2(H) HERETO, NO SUCH AUDIT HAS
RESULTED IN AN ADJUSTMENT IN EXCESS OF $25,000.
(I)
SUBSIDIARIES.
APOLLO LNG IS A SUBSIDIARY OF APOLLO.
APOLLO LNG
HAS NO SUBSIDIARIES.
(J)
APOLLO LNG BUSINESS ACTIVITIES.
APOLLO LNG SHALL BE CAPITALIZED
BY NEPTUNE, GOLDEN SPREAD AND APOLLO IMMEDIATELY FOLLOWING THE EXECUTION AND
DELIVERY BY THE PARTIES OF THIS AGREEMENT, IN THE MANNER PROVIDED FOR HEREIN.
PRIOR TO SUCH CAPITALIZATION, APOLLO LNG HAD NO SHAREHOLDERS AND EMPLOYEES,
CONDUCTED NO BUSINESS ACTIVITIES, AND POSSESSED NO ASSETS, PROPERTIES, OR
LIABILITIES OF ANY NATURE WHATSOEVER (WHETHER DUE OR TO BECOME DUE, ACCRUED,
CONTINGENT, ABSOLUTE OR OTHERWISE).
(K)
CAPITALIZATION OF APOLLO AND APOLLO LNG.
THE AUTHORIZED STOCK OF
APOLLO OR APOLLO LNG AND THE NUMBER OF SHARES OF CAPITAL STOCK THAT ARE ISSUED
AND OUTSTANDING OF APOLLO AND APOLLO LNG (IMMEDIATELY FOLLOWING ITS
CAPITALIZATION AS DESCRIBED IN SECTION 4.12 ARE SET FORTH IN SCHEDULE 6.2(K)
HERETO. THE SHARES LISTED ON SCHEDULE 6.2(K) HERETO CONSTITUTE ALL THE ISSUED
AND OUTSTANDING SHARES OF CAPITAL STOCK OF APOLLO AND APOLLO LNG AND HAVE BEEN
VALIDLY AUTHORIZED AND ISSUED, ARE FULLY PAID AND NONASSESSABLE, HAVE NOT BEEN
ISSUED IN VIOLATION OF ANY PREEMPTIVE RIGHTS OR OF ANY FEDERAL OR STATE
SECURITIES LAW AND NO PERSONAL LIABILITY IS ATTACHED TO THE OWNERSHIP THEREOF.
EXCEPT AS SET FORTH ON SCHEDULE 6.2(K), THERE IS NO SECURITY, OPTION, WARRANT,
RIGHT, CALL, SUBSCRIPTION, AGREEMENT, COMMITMENT OR UNDERSTANDING OF ANY NATURE
WHATSOEVER, FIXED OR CONTINGENT, THAT DIRECTLY OR INDIRECTLY (I) CALLS FOR THE
ISSUANCE, SALE, PLEDGE OR OTHER DISPOSITION OF ANY SHARES OF CAPITAL STOCK OF
APOLLO