FORCE
AND EFFECT AND (III) THE ARRANGERS SHALL HAVE RECEIVED A CERTIFICATE, DATED THE
CLOSING DATE AND SIGNED BY A FINANCIAL OFFICER OF THE BORROWER, CONFIRMING
COMPLIANCE WITH THIS CONDITION.
THE ARRANGERS SHALL HAVE RECEIVED A CERTIFIED
COPY OF THE CONFIRMATION ORDER AND, EXCEPT AS WOULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT, SUCH CONFIRMATION ORDER SHALL NOT HAVE BEEN
REVERSED, MODIFIED, STAYED OR AMENDED OR BE THE SUBJECT OF A PENDING APPEAL AND
AT LEAST TEN (10) DAYS SHALL HAVE PASSED SINCE THE ENTRY OF THE CONFIRMATION
ORDER.
(G)
FINANCIAL STATEMENTS.
THE LENDERS SHALL
HAVE RECEIVED (I) AUDITED FINANCIAL STATEMENTS OF MAG FOR THE 2002, 2003 AND
2004 FISCAL YEARS, (II) UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF
MAG FOR EACH QUARTERLY PERIOD ENDED AFTER THE LATEST FISCAL YEAR REFERRED TO IN
CLAUSE (I) ABOVE IF SUCH PERIOD ENDS ON A DATE FALLING 60 DAYS OR MORE PRIOR TO
THE CLOSING DATE OR IS OTHERWISE AVAILABLE AND SUCH UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAME PERIOD OF THE PRIOR FISCAL YEAR AND (III) AS
SOON AS AVAILABLE TO MANAGEMENT, MONTHLY FINANCIAL DATA GENERATED BY MAG'S
INTERNAL ACCOUNTING SYSTEMS FOR USE BY SENIOR AND FINANCIAL MANAGEMENT FOR EACH
MONTH ENDED AFTER THE LATEST FISCAL QUARTER REFERRED TO IN CLAUSE (II) ABOVE
(H)
PRO FORMA BALANCE SHEET.
THE LENDERS SHALL
HAVE RECEIVED A PRO FORMA CONDENSED COMBINED BALANCE SHEET OF THE BORROWER AND
ITS SUBSIDIARIES AS AT THE DATE OF THE MOST RECENT CONSOLIDATED BALANCE SHEET
DELIVERED PURSUANT TO SECTION 5.1(G) AND A PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004, IN EACH CASE
ADJUSTED TO GIVE EFFECT TO THE CONSUMMATION OF THE PLAN OF
56
REORGANIZATION AND THE FINANCINGS CONTEMPLATED HEREBY AS IF SUCH TRANSACTIONS,
WITH RESPECT TO THE PRO FORMA BALANCE SHEET, HAD OCCURRED ON SUCH DATE OR WITH
RESPECT TO THE PRO FORMA STATEMENTS OF OPERATIONS, HAD OCCURRED ON THE FIRST DAY
OF THE YEAR ENDED DECEMBER 31, 2004.
(I)
ENVIRONMENTAL ASSESSMENT.
ENVIRON SHALL
HAVE DELIVERED AN ORIGINAL COPY OF ITS ENVIRONMENTAL REPORT, DATED
SEPTEMBER 2005 TO THE ADMINISTRATIVE AGENT, AND SUCH REPORT SHALL BE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(J)
RESTRUCTURING OF DEBT.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO IT THAT
SUBSTANTIALLY ALL OF THE EXISTING DEBT OF THE BORROWER AND ITS SUBSIDIARIES
(OTHER THAN PERMITTED DEBT) SHALL HAVE BEEN REPAID OR RESTRUCTURED AS EXPRESSLY
CONTEMPLATED IN THE PLAN OF REORGANIZATION OR OTHERWISE ON TERMS SATISFACTORY TO
THE ADMINISTRATIVE AGENT.
(K)
LIEN SEARCHES.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED THE RESULTS OF A RECENT LIEN SEARCH IN EACH OF THE
JURISDICTIONS WHERE ASSETS OF THE LOAN PARTIES ARE LOCATED, AND SUCH SEARCH
SHALL REVEAL NO LIENS ON ANY OF THE ASSETS OF THE LOAN PARTIES EXCEPT FOR LIENS
PERMITTED BY SECTION 8.3 OR DISCHARGED ON OR PRIOR TO THE CLOSING DATE PURSUANT
TO DOCUMENTATION SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(L)
PLEDGED STOCK; STOCK POWERS.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE CERTIFICATES REPRESENTING THE