AND THE COUNTERPARTS TO THE
REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE ATI GUARANTORS UPON
CONSUMMATION OF THE MERGER HAVE BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
THE COMPANY AND THE GUARANTORS AND WILL BE ENFORCEABLE AGAINST THE COMPANY AND
THE GUARANTORS IN ACCORDANCE WITH ITS TERMS, EXCEPT THAT (I) THE ENFORCEMENT
THEREOF MAY BE LIMITED BY (A) BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER,
REORGANIZATION, MORATORIUM AND SIMILAR LAWS OF GENERAL APPLICABILITY RELATING TO
OR AFFECTING CREDITORS' RIGHTS AND (B) GENERAL EQUITY PRINCIPLES AND THE
DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR MAY BE BROUGHT,
WHETHER AT LAW OR IN EQUITY AND (II) ANY RIGHTS TO INDEMNITY OR CONTRIBUTION
THEREUNDER MAY BE LIMITED BY FEDERAL AND STATE SECURITIES LAWS AND PUBLIC POLICY
CONSIDERATIONS; AND
(X)
IT IS NOT NECESSARY IN CONNECTION WITH (1) THE OFFER, SALE AND
DELIVERY OF THE OFFERED SECURITIES BY THE COMPANY TO THE PURCHASERS PURSUANT TO
THIS AGREEMENT OR (2) THE RESALES OF THE OFFERED SECURITIES BY THE PURCHASERS IN
THE MANNER CONTEMPLATED BY THIS AGREEMENT, TO REGISTER THE OFFERED SECURITIES
UNDER THE SECURITIES ACT OR TO QUALIFY AN INDENTURE IN RESPECT THEREOF UNDER THE
TRUST INDENTURE ACT.
(F)
THE PURCHASERS SHALL HAVE RECEIVED FROM CRAVATH, SWAINE & MOORE LLP,
COUNSEL FOR THE PURCHASERS, SUCH OPINION OR OPINIONS, DATED THE CLOSING DATE,
WITH RESPECT TO THE INCORPORATION OF THE COMPANY, THE VALIDITY OF THE OFFERED
SECURITIES, THE FINAL OFFERING CIRCULAR AND THE GENERAL DISCLOSURE PACKAGE, THE
EXEMPTION FROM REGISTRATION FOR THE OFFER AND SALE OF THE OFFERED SECURITIES BY
THE COMPANY TO THE PURCHASERS AND THE RESALES BY THE PURCHASERS AS CONTEMPLATED
HEREBY AND OTHER RELATED MATTERS AS CREDIT SUISSE AND LEHMAN MAY REASONABLY
REQUIRE, AND THE COMPANY SHALL HAVE FURNISHED TO SUCH COUNSEL SUCH DOCUMENTS AS
THEY REASONABLY REQUEST FOR THE PURPOSE OF ENABLING THEM TO PASS UPON SUCH
MATTERS.
(G)
THE PURCHASERS SHALL HAVE RECEIVED A CERTIFICATE, DATED THE CLOSING DATE,
OF THE CHIEF EXECUTIVE OFFICER, THE PRESIDENT OR ANY VICE PRESIDENT AND A
PRINCIPAL FINANCIAL OR ACCOUNTING OFFICER OF THE COMPANY IN WHICH SUCH OFFICERS,
TO THE BEST OF THEIR KNOWLEDGE AFTER REASONABLE INVESTIGATION, SHALL STATE THAT
THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN THIS AGREEMENT ARE TRUE AND
CORRECT, THAT THE COMPANY HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL
AGREEMENTS AND SATISFIED ALL CONDITIONS ON ITS PART TO BE PERFORMED OR SATISFIED
HEREUNDER AT OR PRIOR TO THE CLOSING DATE, AND THAT, SUBSEQUENT TO THE
DATE OF
THE MOST RECENT FINANCIAL STATEMENTS OF TD GROUP INCLUDED IN THE GENERAL
DISCLOSURE PACKAGE THERE HAS BEEN NO MATERIAL ADVERSE CHANGE, NOR ANY
DEVELOPMENT OR EVENT INVOLVING A PROSPECTIVE MATERIAL ADVERSE CHANGE, IN THE
CONDITION (FINANCIAL OR OTHER), BUSINESS, PROPERTIES OR RESULTS OF OPERATIONS OF
TD GROUP AND ITS SUBSIDIARIES TAKEN AS A WHOLE EXCEPT AS SET FORTH IN THE
GENERAL DISCLOSURE PACKAGE OR AS DESCRIBED IN SUCH CERTIFICATE.
(H)
THE PURCHASERS SHALL HAVE RECEIVED LETTERS, DATED THE CLOSING DATE, OF
ERNST & YOUNG LLP AND KPMG LLP WHICH MEET THE REQUIREMENTS