WITH THE COMPANY SEC FILINGS DID NOT AS OF THE DATE THEREOF CONTAIN AN
UNTRUE STATEMENT OF MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MATERIALLY MISLEADING IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS WERE MADE.
THE
INFORMATION CONTAINED IN THE PLACEMENT MEMORANDUM WITH RESPECT TO ATLANTIC WAS
PREPARED IN GOOD FAITH BY THE COMPANY BASED ON INFORMATION OBTAINED FROM
ATLANTIC.
NOTWITHSTANDING THE FOREGOING, NO REPRESENTATION REGARDING
PROJECTIONS OR FORWARD LOOKING STATEMENTS IS BEING MADE IN THIS SECTION 5.4.5
AND THE DISCLAIMERS AND CAUTIONARY STATEMENTS WITH RESPECT THERETO SET FORTH IN
THE PLACEMENT MEMORANDUM ARE INCORPORATED HEREIN BY REFERENCE.
5.4.6.
THE COMPANY MAINTAINS AN EFFECTIVE SYSTEM OF
"DISCLOSURE CONTROLS AND PROCEDURES" (AS DEFINED IN RULE 13A-15(E) OF THE
EXCHANGE ACT) THAT IS DESIGNED TO ENSURE THAT INFORMATION REQUIRED TO BE
DISCLOSED BY THE COMPANY IN REPORTS THAT IT FILES OR SUBMITS UNDER THE EXCHANGE
ACT IS RECORDED, PROCESSED, SUMMARIZED AND REPORTED WITHIN THE TIME PERIODS
SPECIFIED IN THE SEC'S RULES AND FORMS, INCLUDING CONTROLS AND PROCEDURES
DESIGNED TO ENSURE THAT SUCH INFORMATION IS ACCUMULATED AND COMMUNICATED TO THE
COMPANY'S MANAGEMENT AS APPROPRIATE TO ALLOW TIMELY DECISIONS REGARDING REQUIRED
DISCLOSURE.
THE COMPANY HAS CARRIED OUT EVALUATIONS OF
4
THE EFFECTIVENESS OF ITS DISCLOSURE CONTROLS AND PROCEDURES AS REQUIRED BY
RULE 13A-15 OF THE EXCHANGE ACT.
5.4.7.
THE COMPANY MAINTAINS SYSTEMS OF "INTERNAL
CONTROL OVER FINANCIAL REPORTING" (AS DEFINED IN RULE 13A-15(F) OF THE EXCHANGE
ACT) THAT COMPLY WITH THE REQUIREMENTS OF THE EXCHANGE ACT AND HAVE BEEN
DESIGNED BY, OR UNDER THE SUPERVISION OF, ITS PRINCIPAL EXECUTIVE AND PRINCIPAL
FINANCIAL OFFICERS, OR PERSONS PERFORMING SIMILAR FUNCTIONS, TO PROVIDE
REASONABLE ASSURANCE REGARDING THE RELIABILITY OF FINANCIAL REPORTING AND THE
PREPARATION OF FINANCIAL STATEMENTS FOR EXTERNAL PURPOSES IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
THE COMPANY MAINTAINS A SYSTEM OF
INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCES THAT
(I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR
SPECIFIC AUTHORIZATION, (II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT
PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES AND TO MAINTAIN ACCOUNTABILITY FOR ASSETS, (III) ACCESS TO
ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATION AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH
EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH
RESPECT TO ANY DIFFERENCES.
THERE ARE NO MATERIAL WEAKNESSES IN THE COMPANY'S
INTERNAL CONTROLS.
5.5.
MATERIAL ADVERSE EFFECT.
SINCE FEBRUARY 29,
2008, NO EVENT OR CONDITION HAS OCCURRED WHICH AFFECTS THE COMPANY OR ITS
SUBSIDIARIES WHICH HAS HAD OR COULD BE REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
5.6.
CONSENTS.
NO CONSENT, APPROVAL, ORDER OR
AUTHORIZATION OF, OR REGISTRATION, QUALIFICATION, DESIGNATION, DECLARATION OR
FILING WITH, ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY, OR ANY THIRD
PARTY IN CONNECTION WITH ANY AGREEMENT TO WHICH THE COMPANY OR ANY OF ITS
SUBSIDIARIES IS PARTY OR BY WHICH ITS PROPERTIES ARE BOUND, IS REQUIRED TO BE
OBTAINED OR MADE