HEREIN BY APOLLO AND APOLLO LNG HAVE BEEN DULY AUTHORIZED BY ALL
REQUISITE CORPORATE ACTION ON THE PART OF APOLLO AND APOLLO LNG.
THIS AGREEMENT
HAS BEEN DULY EXECUTED AND DELIVERED BY APOLLO AND APOLLO LNG AND IS A VALID AND
BINDING OBLIGATION OF APOLLO AND APOLLO LNG ENFORCEABLE AGAINST THEM IN
ACCORDANCE WITH ITS TERMS, AND THE
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COLLATERAL AGREEMENTS TO WHICH APOLLO AND APOLLO LNG ARE PARTIES, SHALL BE, WHEN
EXECUTED AND DELIVERED BY APOLLO AND APOLLO LNG, THE VALID AND BINDING
OBLIGATIONS OF APOLLO AND APOLLO LNG, ENFORCEABLE AGAINST THEM IN ACCORDANCE
WITH ITS TERMS, EXCEPT TO THE EXTENT THAT SUCH 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 PERMITS, LICENSES AND CERTIFICATES REQUIRED BY ANY
GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER APOLLO LNG AND APOLLO AND THEIR
RESPECTIVE OPERATIONS, ARE NOW AND WILL BE CURRENT AND VALID AS OF THE DATE OF
CLOSING. APOLLO LNG AND APOLLO HAVE PREVIOUSLY DELIVERED OR MADE AVAILABLE TO
SELLING STOCKHOLDER 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 LNG OR BY APOLLO 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 LNG AND APOLLO 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