AND
DELIVERED SHALL BE) DULY EXECUTED AND DELIVERED BY APOLLO AND APOLLO LNG AND IS
(AND THE COLLATERAL AGREEMENTS SHALL BE) A VALID AND BINDING OBLIGATION OF
APOLLO AND APOLLO LNG ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH THEIR TERMS,
EXCEPT TO THE EXTENT THAT SUCH
27
ENFORCEABILITY (I) MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM, OR OTHER SIMILAR LAWS RELATING TO CREDITORS' RIGHTS GENERALLY, AND
(II) IS SUBJECT TO GENERAL PRINCIPLES OF EQUITY.
ALL GOVERNMENTAL APPROVALS
REQUIRED BY ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER APOLLO AND
APOLLO LNG AND THEIR RESPECTIVE OPERATIONS, ARE NOW AND WILL BE CURRENT AND
VALID AS OF THE DATE OF CLOSING. APOLLO AND APOLLO LNG HAVE PREVIOUSLY DELIVERED
OR MADE AVAILABLE TO SELLER COMPLETE AND CORRECT COPIES OF THEIR ARTICLES OF
INCORPORATION, BYLAWS AND OTHER CORPORATE DOCUMENTS AS AMENDED AND PRESENTLY IN
EFFECT.
(B)
APPROVALS; CONSENTS.
EXCEPT AS SET FORTH ON
SCHEDULE 6.2(B) HERETO, NO GOVERNMENTAL APPROVAL IS NECESSARY TO BE OBTAINED OR
MADE BY APOLLO OR BY APOLLO LNG TO ENABLE THEM TO CONTINUE TO CONTINUE TO
CONDUCT THEIR BUSINESSES AND OPERATIONS AND USE THEIR PROPERTIES AFTER THE
CLOSING IN A MANNER WHICH IS IN ALL MATERIAL RESPECTS CONSISTENT WITH THAT IN
WHICH THEY ARE CURRENTLY CONDUCTED EXCEPT FOR THE RENEWAL OF ANY PERMITS IN THE
ORDINARY COURSE OF BUSINESS (THE RENEWAL OF WHICH IS PURELY ADMINISTRATIVE IN
NATURE AND DOES NOT CALL FOR A DISCRETIONARY REVIEW BY ANY GRANTING AUTHORITY)
AND FOR WHICH APOLLO AND APOLLO LNG HAVE NO REASON TO BELIEVE WILL NOT BE
ROUTINELY RENEWED.
(C)
FINANCIAL STATEMENTS.
ATTACHED AS SCHEDULE 6.2(C) ARE TRUE AND
COMPLETE COPIES OF:
(I)
THE AUDITED BALANCE SHEET OF APOLLO AS OF DECEMBER 31, 2004 AND
THE RELATED STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOW FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2004, TOGETHER WITH THE NOTES THERETO, IN EACH
CASE EXAMINED BY AND ACCOMPANIED BY THE REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS, AND THE UNAUDITED BALANCE SHEET OF APOLLO AS OF SEPTEMBER 30, 2005,
AND THE RELATED STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOW FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2005, TOGETHER WITH THE NOTES THERETO (THE
"APOLLO FINANCIAL STATEMENTS").
(II)
THE APOLLO FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE
WITH AND ARE CONSISTENT WITH THE BOOKS AND RECORDS OF APOLLO, FAIRLY PRESENT THE
CONSOLIDATED FINANCIAL POSITIONS AND RESULTS OF OPERATIONS OF APOLLO AS OF THE
DATES AND FOR THE PERIODS INDICATED, ARE STATED IN MATERIAL CONFORMITY WITH
GAAP, CONSISTENTLY APPLIED, EXCEPT AS OTHERWISE CLEARLY AND CONSPICUOUSLY
STATED, AND EXCEPT THAT THE UNAUDITED FINANCIAL STATEMENTS OF APOLLO DO NOT
CONTAIN A FULL SET OF FOOTNOTES, AND CAN BE LEGITIMATELY RECONCILED WITH THE
FINANCIAL STATEMENTS AND WITH THE FINANCIAL RECORDS MAINTAINED AND THE
ACCOUNTING METHODS APPLIED BY APOLLO FOR FEDERAL INCOME TAX PURPOSES. THE
STATEMENTS OF INCOME INCLUDED IN THE APOLLO FINANCIAL STATEMENTS DO NOT CONTAIN
ANY MATERIAL ITEMS OF SPECIAL OR NON-RECURRING INCOME EXCEPT AS EXPRESSLY
SPECIFIED THEREIN, AND THE BALANCE SHEETS INCLUDED IN THE APOLLO FINANCIAL
STATEMENTS DO NOT