Warrants To Purchase Common Stock

EXHIBIT 10.29


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN
OPINION OF COUNSEL DELIVERED TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT.


THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED,
SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS
SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF A STOCKHOLDERS AGREEMENT
DATED AS OF AUGUST 2, 1994 AMONG THE COMPANY AND THE STOCKHOLDERS,
OPTIONHOLDERS AND WARRANTHOLDERS SIGNATORY THERETO, A COPY OF WHICH
AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE
COMPANY. SUCH AGREEMENT PROVIDES THAT ALL PERSONS WHO ACQUIRE THESE
SECURITIES ARE BOUND BY THE TERMS OF SUCH AGREEMENT.


AFTERMARKET TECHNOLOGY HOLDINGS
CORP.


AMENDED AND RESTATED
WARRANT


Dated June 24, 1996


WARRANTS TO PURCHASE COMMON STOCK


Certificate for 11,696 Warrants


ISSUED TO MICHAEL J. HARTNETT ("HOLDER")


AFTERMARKET TECHNOLOGY HOLDINGS CORP., a Delaware corporation (the "COMPANY"), hereby certifies that the Holder


is the registered owner of the number of Warrants set forth above. Such Warrants were issued on December 1, 1994 and prior to the date hereof were evidenced by that certain Warrant certificate dated December 1, 1994 (the "PRIOR CERTIFICATE"). This Warrant Certificate evidences the amendment and restatement of the terms of the Warrants, as previously set forth in the Prior Certificate, to delete a provision that was unintentionally included in the Prior Certificate.


Each Warrant entitles the Holder to purchase one (l) share (each such share being referred to herein as a "WARRANT SHARE" and all such shares being referred to herein, collectively, as the "WARRANT SHARES"), as adjusted from time to time as provided in Section 7 hereof, of the Common Stock, $0.01 par value per share, of the Company (the "COMMON STOCK") at the exercise price of Ten Dollars ($10.00) per Warrant Share (the "EXERCISE PRICE"), subject to the following terms and conditions.


1. REGISTRATION. The Company shall register each Warrant, upon records to be maintained by the Company for such purpose (such records being referred to herein as the "REGISTER"), in the name of the record holder of such Warrant from time to time. The Company may deem and treat the registered holder of each Warrant as the absolute owner thereof for the purpose of any exercise thereof or any distribution to the holder thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary.


2. TRANSFERS AND EXCHANGES.


(a) REGISTRATION; ISSUANCE OF NEW WARRANT CERTIFICATES. The Company shall reflect in the Register the transfer of any Warrant represented hereby upon the surrender of this Warrant Certificate, with the Form of Assignment attached as Annex A hereto duly completed and signed (and with a signature guarantee for the transfer of any Warrants by a registered holder other than the initial registered holder of this Warrant Certificate), to the Company at the office of the Company set forth in Section 11 hereof; PROVIDED, HOWEVER, that unless (i) such transfer relates to Warrants that have been or are being transferred pursuant to an effective registration under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or Rule 144 or any successor rule thereunder, or (ii) such transfer is being made solely to "accredited investors," as such term is defined in Regulation D under the Securities Act, each of which accredited investors (A) represents in writing to the Company that it is such an "accredited investor," and is acquiring such Warrants for investment and not with a view to the


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distribution thereof within the meaning of the Securities Act (subject to any requirement of law that the disposition thereof shall at all times be within the control of such holder) and (B) agrees in writing to be bound by the terms of this Section 2(a) with respect to subsequent dispositions, then the Company may require, as a condition to the Company's registration of the transfer of any Warrant, an opinion of counsel (the fees and disbursements of which shall be paid by the Holder) reasonably satisfactory to the Company to the effect that such transfer may be effected without registration under the Securities Act. Upon any such registration of transfer, a new Warrant Certificate, in substantially the form of this Warrant Certificate, evidencing the Warrants so transferred shall be issued to the transferee of such Warrants and a new Warrant Certificate, in substantially the form of this Warrant Certificate, evidencing the remaining Warrants, if any, not so transferred, shall be issued to the Holder. The Company shall at no time close the Register against the transfer of any Warrant or Warrant Share in any manner that materially interferes with the timely exercise of such Warrant.


(b) WARRANTS EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant Certificate is exchangeable, upon the surrender hereof by the Holder at the office of the Company set forth in Section 11 hereof, for new Warrant Certificates, in substantially the form of this Warrant Certificate, evidencing in the aggregate the right to purchase the number of Warrant Shares that may then be purchased under this Warrant Certificate. Each such new Warrant Certificate shall be dated the date of such exchange and represent the right to purchase such number of Warrant Shares as shall be designated by the Holder at the time of such surrender.


3. DURATION AND EXERCISE OF WARRANTS.


(a) Subject to all the terms and conditions hereinafter set forth (including, without limitation, the terms and conditions in Section 16), the Warrants may be exercised by the holder at any time from the date hereof until 5:00 p.m., Los Angeles time, on the tenth (10th) anniversary of the date hereof (the "EXPIRATION TIME").


33% of the Warrants may be exercised beginning on December 31, 1994;
33% of the Warrants may be exercised beginning on December 31, 1995;
and
33% of the Warrants may be exercised beginning on December 31, 1996.


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At the Expiration Time, each Warrant not exercised prior thereto shall be and become void and of no value.


(b) Subject to the provisions of this Warrant Certificate, including adjustments to the Exercise Price and to the number of Warrant Shares issuable upon the exercise of each Warrant pursuant to Section 7 hereof, each holder of a Warrant on or prior to the Expiration Time shall have the right to purchase from the Company (and the Company shall be obligated to issue and sell to such holder of a Warrant) at the Exercise Price one fully-paid Warrant Share, which shall be nonassessable upon issuance.


(c) Subject to Sections 4, 9 and 10(a) hereof, upon (i) surrender of this Warrant Certificate, together with the Form of Election to Purchase attached as Annex B hereto (the "FORM OF ELECTION TO PURCHASE") duly completed and signed, to the Company at the address provided in Section 11, and (ii) payment of the Exercise Price, multiplied by the number of Warrant Shares then issuable upon exercise of the Warrants being so exercised in immediately available lawful money of the United States of America, the Company shall promptly, but in any event within five (5) days of its receipt of the Form of Election to Purchase, together with the Warrant Certificate and receipt of payment of the Exercise Price, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as such Holder may designate (subject to Section 4 hereof), a certificate for the Warrant Shares issued upon such exercise of such Warrants. Any person so designated to be named in such certificate for such Warrant Shares shall be deemed to have become the holder of record of such Warrant Shares as of the Date of Election to Purchase such Warrants. The "DATE OF ELECTION TO PURCHASE" any Warrant means the date on which the Company shall have received (l) this Warrant Certificate, with the Form of Election to Purchase duly filed in and signed, and (2) payment of the Exercise Price for such Warrant.


(d) Any part of the Warrants evidenced by this Warrant Certificate shall be exercisable from time to time. If fewer than all the Warrants evidenced by this Warrant Certificate are exercised at any time, the Company, at its expense, shall issue to the registered holder a new Warrant Certificate, in substantially the form of this Warrant Certificate, for the remaining number of Warrants evidenced by this Warrant Certificate.


(e) In lieu of the payment of the Exercise Price in cash, the Holder may request that the Company accept the net value of shares issuable upon payment of the Exercise Price. In such event the Company shall issue to the Holder the number of shares of Common Stock equal to (i) the product


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of (x) the number of Warrants being exercised and (y) the amount by which the fair market value of one share of Common Stock exceeds the Exercise Price for such share, divided by (ii) the fair market value of one share of Common Stock. For purposes of this Section 3(e), the "FAIR MARKET VALUE" of one share of Common Stock shall be the value as agreed by the Company and the Holder, provided that the Holder shall not have the option to pay any part of the Exercise Price as aforesaid if the Company and the Holder are unable to agree upon the "fair market value" of one share of Common Stock. This Section 3(e) shall not affect the Holder's obligations under Section 4(b).


4. PAYMENT OF TAXES.


(a) The Company shall pay all issuance and transfer taxes and charges that may be imposed on the Company or on the Warrants or the Warrant Shares in respect of the transfer of Warrants, or the issuance or delivery of the Certificates for Warrant Shares or other Securities in respect of the Warrant Shares upon the exercise or conversion of Warrants; PROVIDED, HOWEVER, that the Company shall not be required to pay any such tax or other charge imposed in respect of the transfer of Warrants, or the issuance or delivery of certificates for Warrant Shares or other Securities in respect of the Warrant Shares upon the exercise of Warrants, to a person or entity other than a then-existing registered holder of Warrants.


(b) Upon exercise of the Warrant in whole or in part, the holder shall be required to pay to the Company (by cashier's or certified check) an ...