OF THE FISCAL YEAR
ENDED SEPTEMBER 30, 2005 (AND FOR THE COMPARABLE PERIODS FOR THE PRIOR FISCAL
YEAR), PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED (SUBJECT TO
YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES) AND CERTIFIED
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BY A FINANCIAL OFFICER, WHICH FINANCIAL STATEMENTS DESCRIBED IN CLAUSES (I) AND
(II) SHALL NOT BE MATERIALLY INCONSISTENT WITH THE FINANCIAL STATEMENTS OR
FORECASTS PREVIOUSLY PROVIDED TO THE LENDERS.
(K) THE LENDERS SHALL HAVE RECEIVED A CERTIFICATE OF AN EXECUTIVE OFFICER OF
HOLDINGS CERTIFYING THAT THE DOCUMENTATION FOR THE FORMATION AND STRUCTURING
TRANSACTIONS HAS BEEN COMPLETED IN ALL MATERIAL RESPECTS, SIGNED AND DELIVERED
INTO ESCROW AND THAT THE CONDITION PRECEDENT TO THE CONSUMMATION OF THE
FORMATION AND STRUCTURING TRANSACTIONS DESCRIBED IN SECTION 2.1(A) OF THE
FORMATION AND STRUCTURING AGREEMENT DATED AS OF OCTOBER 25, 2005 AMONG MHG LLC
AND THE SHAREHOLDERS OF MHG LLC PARTY THERETO HAS BEEN SATISFIED AND THAT THE
FORMATION AND STRUCTURING TRANSACTIONS SHALL BE CONSUMMATED PROMPTLY FOLLOWING
THE INITIAL TERM LOAN BORROWING.
(L) AFTER GIVING EFFECT TO THE TRANSACTIONS, NONE OF HOLDINGS, THE BORROWER OR
ANY SUBSIDIARY SHALL HAVE OUTSTANDING ANY SHARES OF PREFERRED STOCK OR
DISQUALIFIED EQUITY INTERESTS OR ANY INDEBTEDNESS, OTHER THAN (I) INDEBTEDNESS
INCURRED UNDER THE LOAN DOCUMENTS AND (II) INDEBTEDNESS SET FORTH ON
SCHEDULE 6.01. THE TERMS AND CONDITIONS OF ALL INDEBTEDNESS TO REMAIN
OUTSTANDING AFTER THE EFFECTIVE DATE (INCLUDING TERMS AND CONDITIONS RELATING TO
INTEREST RATES, FEES, AMORTIZATION, MATURITY, REDEMPTION, SUBORDINATION,
COVENANTS, EVENTS OF DEFAULT AND REMEDIES) SHALL BE SATISFACTORY IN ALL RESPECTS
TO THE LENDERS.
(M) THE ADMINISTRATIVE AGENT AND THE JOINT LEAD ARRANGERS SHALL BE SATISFIED
THAT, AFTER GIVING EFFECT TO THE TRANSACTIONS ON THE EFFECTIVE DATE, THE
LEVERAGE RATIO FOR THE MOST RECENTLY ENDED FOUR FISCAL QUARTER PERIOD ENDING AT
LEAST 45 DAYS PRIOR TO THE EFFECTIVE DATE SHALL BE NO MORE THAN 5.00 TO 1.00,
AND THE LENDERS SHALL HAVE RECEIVED A CERTIFICATE OF A FINANCIAL OFFICER
CERTIFYING TO THAT EFFECT.
The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on March
15, 2006 (and, in the event such conditions are not so satisfied or waived, the
Term Loan Commitments shall terminate at such time).
ARTICLE V
AFFIRMATIVE COVENANTS
Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees, expenses and other amounts (other than
contingent amounts not yet due) payable under any Loan Document shall have been
paid in full, each of Holdings and the Borrower covenants and agrees with the
Lenders that:
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SECTION 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION. THE BORROWER WILL
FURNISH TO THE ADMINISTRATIVE AGENT AND EACH JOINT LEAD ARRANGER:
(A) WITHIN 90 DAYS AFTER THE END OF EACH