YEAR-END ADJUSTMENTS).
5.4.4.
AS OF THE DATE OF THIS AGREEMENT, NEITHER THE COMPANY NOR
ANY OF ITS SUBSIDIARIES HAS ANY LIABILITIES OF THE TYPE REQUIRED TO BE DISCLOSED
IN THE LIABILITIES COLUMN OF A BALANCE SHEET PREPARED IN ACCORDANCE WITH GAAP,
EXCEPT FOR:
(I) LIABILITIES DISCLOSED IN THE FINANCIAL STATEMENTS (INCLUDING
ANY RELATED NOTES) CONTAINED IN THE COMPANY SEC FILINGS; (II) LIABILITIES
INCURRED IN THE ORDINARY COURSE OF BUSINESS SINCE THE DATE INCLUDED IN THE
FINANCIAL STATEMENTS OF THE COMPANY SEC FILINGS; AND (III) LIABILITIES THAT ARE
NOT MATERIAL IN THE AGGREGATE TO THE COMPANY AND ITS SUBSIDIARIES ON A
CONSOLIDATED BASIS.
5.4.5.
THE INFORMATION WITH RESPECT TO THE COMPANY AND ITS
SUBSIDIARIES CONTAINED IN THE PRIVATE PLACEMENT MEMORANDUM DATED APRIL 2008
RELATING TO $37,500,000 9 3/4% SENIOR SECURED NOTES (THE "SECURED NOTES") OF THE
COMPANY DUE 2010 (THE "PLACEMENT MEMORANDUM") WHEN TAKEN AS A WHOLE 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.
4
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 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