Exhibit
10.1


 


STOCK
REDEMPTION AGREEMENT


 


THIS
STOCK REDEMPTION AGREEMENT (this “Agreement”), dated as of
this 2nd day of August, 2005, is entered into by and between Sinclair Broadcast
Group, Inc., a Maryland corporation (the “Selling Shareholder”), and Atlantic Automotive Corp., a Maryland corporation (the “Company”).


 


WITNESSETH:


 


WHEREAS,
Selling Shareholder owns 21.22 shares of Series A Cumulative Convertible
Preferred Stock (the “Preferred Stock”) issued by the Company; and


 


WHEREAS,
the Preferred Stock is subject to an Investor Rights Agreement and a
Registration Rights Agreement (collectively, the “Ancillary Agreements”); and


 


WHEREAS,
the Selling Shareholder and the Company have agreed that the Company shall
redeem One and Forty Eight Hundredths (1.48) shares of the Preferred Stock (the
“Stock”); and


 


WHEREAS,
the Selling Shareholder has agreed to sell, and David D. Smith (“Smith”) has
agreed to buy, Nine and Eighty Seven Hundredths (9.87) shares of the Preferred
Stock from Selling Shareholder pursuant to that certain Stock Purchase
Agreement by and between Selling Shareholder and Smith of even date herewith
(the “Smith Purchase Agreement”); and


 


WHEREAS,
the Selling Shareholder has agreed to sell, and Steven B. Fader (“Fader”) has
agreed to buy Nine and Eighty Seven Hundredths (9.87) shares of the Preferred
Stock from Selling Shareholder pursuant to that certain Stock Purchase
Agreement by and between Selling Shareholder and Fader of even date herewith
(the “Fader Purchase Agreement”).


 


NOW,
THEREFORE, for the purpose of consummating the above
transaction and in consideration of the promises and mutual covenants herein
contained, Selling Shareholder and Company hereby agree as follows:


 


SECTION 1


 


REDEMPTION
OF SHARES/PURCHASE PRICE


 


1.1.          Redemption of Stock.  At the Closing (as defined in Section 2.1
of this Agreement), Selling Shareholder shall sell, assign, transfer, and
deliver to the Company, and the Company shall purchase from Selling
Shareholder, the Stock.  When
transferred, the Stock shall be free and clear of any and all liens, security
interests, pledges, or


 





















 


encumbrances (other than
any created by or on behalf of the Company).


 


1.2.          Purchase Price.  In consideration for the sale of the Stock by
Selling Shareholder, the Company shall pay to Selling Shareholder the aggregate
amount of One Million Five Hundred Thousand Dollars and No Cents
($1,500,000.00) (the “Purchase Price”), payable to Selling Shareholder by wire
transfer of immediately available funds on the Closing Date to account(s) designated
by Selling Shareholder no less than two (2) days prior to the Closing.


 


SECTION 2


 


CLOSING


 


2.1.          The
closing of the transaction contemplated by this Agreement (the “Closing”),
subject to fulfillment or waiver of the conditions set forth in Section 5
hereof, shall be held at the offices of Thomas & Libowitz, P.A., Suite 1100,
100 Light Street, Baltimore, Maryland 21202 at 10:00 A.M. local time on August 2,
2005 (the “Termination Date”), unless the parties mutually agree upon a
different date or location (the actual date of Closing being the “Closing Date”).


 


SECTION 3


 


REPRESENTATIONS
AND WARRANTIES OF SELLING SHAREHOLDER


 


3.1.          Representations
as to the Stock.  Selling
Shareholder hereby represents and warrants to the Company that: 

(a) Selling Shareholder holds of record and owns beneficially all of the shares
of the Stock free and clear of any lien, security interest, pledge, or
encumbrance; (b) upon transfer of the Stock to the Company at the Closing,
the Company will have legal and equitable title to such Stock, free and clear
of any lien, security interest, pledge, or encumbrance (other than any created
by or on behalf of the Company); (c) other than the Ancillary Agreements,
the Seller has not entered into any option(s), warrant(s), voting trusts,
outstanding proxies, investor rights agreement(s), registration rights
agreement(s), or other agreements regarding voting rights, with respect to the
Stock; and (d) the Preferred Stock represents all of the issued and
outstanding shares of stock owned by Selling Shareholder in the Company.


 


3.2.          Organization and Good Standing.  Selling Shareholder is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of Maryland.  Selling Shareholder has
full corporate power and authority to carry on its business that is now being
conducted.


 


3.3.          Execution and Effective Agreement.  Selling Shareholder has full corporate


 





















 


power and authority to
enter into this Agreement.  The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Selling Shareholder.  This
Agreement has been duly executed and delivered by Selling Shareholder and
constitutes the legal, valid, and binding obligation of Selling Shareholder,
enforceable against Selling Shareholder in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium, and other
laws affecting the rights of creditors generally and to the exercise of
judicial discretion in accordance with general principles of equity (whether
applied by a court of law or equity).


 


3.4.          No Conflicts.  Neither the execution or delivery of this
Agreement nor the consummation of the transactions contemplated hereby will (a)       violate
any of the provisions of the Articles of Incorporation or Bylaws of Selling
Shareholder; (b) violate any provision of applicable law, rule, or
regulation, which violation would prevent or materially interfere with Selling
Shareholder’s ability to perform hereunder; (c) conflict with, result in a
breach of, or give rise to a right of termination of, or accelerate the
performance required by the terms of any judgment, court order or consent
decree, or any agreement, indenture, mortgage, or instrument to which Selling
Shareholder is a party or to which its property is subject, or constitute a
default thereunder, except where such conflict, breach, right of termination,
acceleration, or default would not prevent or materially interfere with Selling
Shareholder’s ability to perform hereunder.


 


3.5.          Litigation.  There is no suit, claim, action, proceeding,
or arbitration pending or, to Selling Shareholder’s knowledge, threatened
against Selling Shareholder which seeks to enjoin or obtain damages in respect
of the transactions contemplated hereby.


 


3.6.          Brokers.  Neither Selling Shareholder nor anyone acting
on behalf of Selling Shareholder has employed any broker or finder or incurred
any liability for any brokerage fees, commissions, or finders fees in
connection with the sale of the Stock and the transactions contemplated by this
Agreement.


 


SECTION 4


 


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Company hereby represents
and warrants to Selling Shareholder that:


 


4.1.          Organization
and Good Standing.  The Company
is a Maryland corporation duly organized and validly existing under the laws of
the State of Maryland. The Company has full power and authority to carry on its
business as it is now being conducted.


 


4.2.          Execution
and Effect of Agreement.  The
Company has full power and


 





















 


authority to enter into
this Agreement.  The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby has been duly authorized by all necessary action on the part
of the Company.  This Agreement has been
duly executed and delivered by the Company and constitutes a legal, valid, and
binding obligation of the Company, enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws affecting the rights of creditors
generally and to the exercise of judicial discretion in accordance with general
principles of equity (whether applied by a court of law or equity).


 


4.3.          No
Conflicts.  Neither the execution
and delivery of this Agreement nor the consummation of the transactions
contemplated hereby will (a) violate any of the provisions of the Articles
of Incorporation or Bylaws of the Company; (b) violate any provision of
applicable law, rule or regulation, which violation would prevent or
materially interfere with the Company’s ability to perform hereunder; or (c) conflict
with or result in a breach of, or give rise to a right of termination of, or
accelerate the performance required by the terms of any judgment, court order
or consent decree, or any agreement, indenture, mortgage, or instrument to
which the Company is a party or to which its property is subject, or constitute
a default thereunder, except where such conflict, breach, right of termination,
acceleration, or default would not prevent or materially interfere with the
Company’s ability to perform hereunder.


 


4.4.          Litigation.  There is no suit, claim, action, proceeding,
or arbitration pending or, to the Company’s knowledge, threatened against the
Company which seeks to enjoin or obtain damages in respect of the transactions
contemplated hereby.


 


4.5.          No
Brokers.  Neither the Company nor
anyone acting on its behalf has employed any broker or finder or incurred any
liability for any brokerage fees, commissions, or finder’s fees in connection
with the purchase of the Stock and the transactions contemplated by this
Agreement.


 


SECTION 5


 


CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF PARTIES TO CLOSE


 


5.1.          Conditions
Precedent to the Obligation of the Company.  The obligation of the Company to consummate
the Closing is subject to the fulfillment or waiver on or prior to the Closing
Date of each of the following conditions precedent:


 


(a)           Selling Shareholder
shall have complied in all material respects with its agreements and covenants
contained herein to be performed at or prior to the Closing, and the
representations and warranties of Selling Shareholder contained herein are true
and correct in all material respects on and as of the Closing Date; and


 





















 


(b)           no
statute, rule or regulation, or order of any court or administrative
agency shall be in effect which restrains or prohibits the Company from
consummating the transactions contemplated hereby, and no action or proceeding
shall be pending wherein an unfavorable ruling would affect any right to own
the Stock;


 


(c)           the
Closing under the Smith Purchase Agreement shall have occurred;


 


(d)           the
Closing under the Fader Purchase Agreement shall have occurred;


 


(e)           the
consent of DaimlerChrysler Services North America LLC to the redemption shall
have been received; and


 


(f)            Selling
Shareholder shall have delivered to the Company at the Closing each item and
document required by Section 6.1 hereof.


 


5.2.          Conditions
Precedent to the Obligation of Selling Shareholder.  The obligation of Selling Shareholder to
consummate the Closing is subject to the fulfillment or waiver on or prior to
the Closing Date of each of the following conditions precedent:


 


(a)           The
Company shall have complied in all material respects with its agreements and
covenants contained herein to be performed at or prior to the Closing, and the
representations and warranties of the Company contained herein are true and
correct in all material respects on and as of the Closing Date; and


 


(b)           no
statute, rule or regulation, or order of any court or administrative
agency shall be in effect which restrains or prohibits Selling Shareholder from
consummating the transactions contemplated hereby;


 


(c)           the
Company shall have delivered the Purchase Price as provided in Section 1.2;


 


(d)           the
Closing under the Smith Purchase Agreement shall have occurred;


 


(e)           the
Closing under the Fader Purchase Agreement shall have occurred;


 


(f)            the
written fairness opinion of Mercer Capital dated as of June 10, 2005 as to
the fairness of the Purchase Price, shall not have been withdrawn; 


 


(g)           all
accrued and unpaid dividends on the Stock as of the Closing Date shall have
been paid; and


 





















 


(h)           Selling
Shareholder shall have delivered to the Company at the Closing each item and
document required by Section 6.2.


 


SECTION 6


 


DELIVERIES
AT THE CLOSING


 


6.1.          Deliveries
by Selling Shareholder.  At the
Closing, Selling Shareholder will deliver or cause to be delivered to the
Company:


 


(a)           stock certificates
evidencing the Stock, together with stock powers, dated as of the Closing Date
and executed by the Selling Shareholder transferring the Stock to the Company;


 


(b)           a
certificate as to the existence and good standing of the Company issued by the
State Department of Assessments and Taxation of Maryland (“SDAT”) dated shortly
before the Closing Date;


 


(c)           receipt
for Purchase Price;


 


(d)           the
Release in the form attached hereto as Schedule 6.1(d);


 


(e)           the
termination of the Investor Rights Agreement in the form attached hereto as Schedule 6.1(e);


 


(f)            a
termination of the Registration Rights Agreement in the form attached hereto as
Schedule 6.1(f);


 


(g)           a
certificate dated as of the Closing Date executed by Selling Shareholder’s
Secretary certifying that the resolutions, as attached to such certificate,
were duly adopted by Selling Shareholder’s Board of Directors authorizing and
approving the execution of this Agreement and the consummation of the
transactions contemplated hereby and that such resolutions remain in full force
and effect; and


 


(h)           such
other documents as the Company shall reasonably request.


 


6.2.          Deliveries
by Company.  The Company will
deliver or cause to be delivered at the Closing to Selling Shareholder:


 


(a)           the
Purchase Price as required pursuant to Section 1.2;


 


(b)           certificates
as to the existence and good standing of the Company


 





















 


dated shortly before the
Closing Date issued by the SDAT;


 


(c)           a
certificate dated as of the Closing Date executed by the Company’s Secretary
certifying that the resolutions, attached to such certificate, were duly
adopted by the Company’s Board of Directors authorizing and approving the
execution of this Agreement and the consummation of the transactions
contemplated hereby and that such approval remains in full force and effect;


 


(d)           receipt
for the Stock;


 


(e)           the
Release in the form attached hereto as Schedule 6.1(d);


 


(f)            the
termination of the Investor Rights Agreement in the form attached hereto as Schedule 6.1(e);


 


(g)           the
termination of the Registration Rights Agreement in the form attached hereto as
Schedule 6.1(f); and


 


(h)           such other
documents Selling Shareholder shall reasonably request.


 


SECTION 7


 


EXPENSES


 


7.1.          Expenses.  Selling Shareholder and Company shall pay
their own fees and expenses and disbursements and those of their counsel in
connection with the subject matter of this Agreement (including the
negotiations with respect hereto and the preparation of any documents), and all
other costs and expenses incurred by them in the performance and compliance with
all conditions and obligations to be performed by them pursuant to this
Agreement or as contemplated hereby.


 


SECTION 8


 


TERMINATION


 


8.1.          Termination.  This Agreement may be terminated:


 


(a)           at
any time by mutual written consent of the Company and Selling Shareholder;


 


(b)           by
Selling Shareholder, if Selling Shareholder is not in default or breach in any
material respect of its obligations under this Agreement, if all of the


 





















 


conditions in Section 5.2
have not been satisfied or waived by the Termination Date; or


 


(c)           by
the Company, if Company is not in default or breach in any material respect of
its obligations under this Agreement, if all of the conditions in Section 5.1
have not been satisfied or waived by the Termination Date.


 


8.2.          Procedure and Effect of Termination.


 


(a)           In
the event of termination of this Agreement by either or both the Company and/or
the Selling Shareholder pursuant to Section 8.1 hereof, prompt
written notice thereof shall forthwith be given to the other party, and this
Agreement shall terminate and the transactions contemplated hereby shall be
abandoned without further action by any of the parties hereto, but subject to,
and without limiting, any other rights of the parties specified herein in the
event a party is in default or breach in any material respect of its
obligations under this Agreement.


 


(b)           If
this Agreement is terminated pursuant to Section 8.1(c) and,
prior to such termination, Selling Shareholder was in breach in any material
respect of its representations, warranties, covenants, agreements, or
obligations set forth in this Agreement, which breach was not cured by Selling
Shareholder within thirty (30) days after notice to Selling Shareholder by
Company, then and, in that event, in recognition of the unique character of the
property to be sold hereunder and the damages which the Company will suffer in
the event of a termination of this Agreement caused by a breach by Selling
Shareholder, the Company shall have the right to pursue all remedies available
hereunder at law or in equity, including, without limitation, the right to seek
specific performance and/or monetary damages. 
Selling Shareholder hereby waives any defense that the Company has an
adequate remedy at law for such breach of this Agreement by Selling Shareholder.


 


(c)           If
this Agreement is terminated pursuant to Section 8.1(b) and,
prior to such termination, the Company was in breach in any material respect of
its representations, warranties, covenants, agreements, or obligations set
forth in this Agreement, which breach was not cured by the Company thirty (30)
days after notice to Company by Selling Shareholder, then and, in that event,
Selling Shareholder shall have the right to pursue all remedies available
hereunder at law or in equity, including the right to seek specific performance
and/or monetary damages.


 


(d)           In
the event of a default by either party that results in a lawsuit or other
proceeding for any remedy available under this Agreement, the prevailing party
shall be entitled to reimbursement from the other party of its reasonable legal
fees and expenses, whether incurred in arbitration, at trial, or on appeal.


 





















 


SECTION 9


 


NOTICES


 


9.1.          All
notices, requests, consents, payments, demands, and other communications
required or contemplated under this Agreement shall be in writing and (a) personally
delivered or sent via telecopy (receipt confirmed and followed promptly by
delivery of the original), or (b) sent by Federal Express or other
nationally recognized overnight delivery service (for next business day
delivery), shipping prepaid, as follows:


 


If to Selling Shareholder
to:


 


Audit Committee of the
Board of Directors


Attn.:


Sinclair Broadcast Group, Inc.


10706 Beaver Dam Road


Cockeysville, Maryland
21030


Telephone:            (410)
568-1506


Fax:                         (410)
568-1533


 


with a copy to (which
shall not constitute notice):


 


Sinclair Communications, Inc.


10706 Beaver Dam Road


Cockeysville, Maryland
21030


Attention:  General Counsel


Telephone:            (410)
568-1524


Fax:                         (410)
568-1537


 


If to Company to:


 


Steven B. Fader


Atlantic Automotive Corp.


23 Walker Avenue


Baltimore, Maryland 21208


Telephone:            (410)
602-6177


Fax:                         (410)
602-0849


 





















 


with a copy to (which
shall not constitute notice):


Thomas &
Libowitz, P.A.


100 Light Street, Suite 1100


Baltimore, Maryland 21202


Attn:
 Steven A. Thomas, Esquire


Telephone:            (410)
752-2468


Fax:                         (410)
752-2046


 


or to such other persons
or addresses as any person may request by notice given as aforesaid.  Notices shall be deemed given and received at
the time of personal delivery or completed telecopying or if sent by Federal
Express or such other overnight delivery service one business day after such
sending.


 


SECTION 10


 


MISCELLANEOUS


 


10.1.        Headings.  The headings contained in this Agreement have
been inserted for the convenience of reference only, and neither such headings
nor the placement of any term hereof under any particular heading shall in any
way restrict or modify any of the terms or provisions hereof.  Terms used in the singular shall be read in
the plural, and vice versa, and terms used in the masculine gender shall be
read in the feminine or neuter gender when the context so requires.


 


10.2.        Execution
in Counterparts.  This Agreement
may be executed in two (2) or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
document.


 


10.3.        Entire
Agreement.  This Agreement, the
Schedules, and other documents to be delivered hereunder and thereunder
constitute the entire understanding and agreement between the parties hereto
concerning the subject matter hereof. 
All negotiations and writings between the parties hereto are merged into
this Agreement, and there are no representations, warranties, covenants,
understandings, or agreements, oral or otherwise, in relation thereto between
the parties other than those incorporated herein or to be delivered hereunder.


 


10.4.        Governing
Law.  This Agreement is to be
delivered in and shall be construed in accordance with and governed by the laws
of the State of Maryland without giving effect to conflict of laws principles.


 


10.5.        Modification.  This Agreement cannot be modified or amended
except in writing signed by each of the Company and Selling Shareholder.


 


10.6.        Successors
and Assigns.  Neither this
Agreement nor any of the rights and obligations hereunder shall be assigned,
delegated, sold, transferred, sublicensed, or


 





















 


otherwise disposed of by
operation of law or otherwise without the prior written consent of the other
party hereto.  In the event of such
permitted assignment or other transfer, all of the rights, obligations,
liabilities, and other terms and provisions of this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by and against the respective
successors and assigns of the parties hereto whether so expressed or not.


 


10.7.        Waiver.  Any waiver of any provision hereof (or in any
related document or instrument) shall not be effective unless made expressly
and in a writing executed in the name of the party sought to be charged.  The failure of any party to insist, in any
one or more instances, on performance of any of the terms or conditions of this
Agreement shall not be construed as a waiver or relinquishment of any rights
granted hereunder or of the future performance of any such term, covenant, or
condition, but the obligations of the parties with respect hereto shall
continue in full force and effect.


 


10.8.        Severability.  The provisions of this Agreement shall be
deemed severable; and if any part of any provision is held to be illegal, void,
voidable, invalid, nonbinding, or unenforceable in its entirety or partially or
as to any party for any reason, such provision may be changed consistent with
the intent of the parties hereto to the extent reasonably necessary to make the
provision as so changed legal, valid, binding, and enforceable.  If any provision of this Agreement is held to
be illegal, void, voidable, invalid, nonbinding, or unenforceable in its
entirety or partially or as to any party for any reason, and if such provision
cannot be changed consistent with the intent of the parties hereto to make it
fully legal, valid, binding, and enforceable, then such provisions shall be
stricken from this Agreement, and the remaining provisions of this Agreement
shall not in any way be affected or impaired, but shall remain in full force
and effect.


 


10.9.        Announcements. From the date of
this Agreement, all public announcements relating to this Agreement or the
transactions contemplated hereby will be made only as agreed upon jointly by
the parties hereto; provided, however, that nothing herein shall
prevent Selling Shareholder or Company or any affiliate thereof from making any
disclosure in connection with the transactions contemplated by this Agreement
if (and to the extent) required by applicable law or as a result of Selling
Shareholder being a public company, provided that prior notice of such
disclosure is given to the other party hereto.


 


10.10.      Specific
Performance.  Selling Shareholder
acknowledges that the Company will have no adequate remedy at law if Selling
Shareholder fails to perform its obligations to consummate the sale of Stock
contemplated under this Agreement.  In
such event, the Company shall have the right, in addition to any other rights
or remedies it may have, to specific performance of this Agreement.


 


10.11.  Third Party Beneficiaries.  Nothing expressed or referred to in this
Agreement shall be construed to give any person, other than the parties to this
Agreement,


 





















 


any legal or equitable
right, remedy, or claim under or with respect to this Agreement or any
provision of this Agreement.  This
Agreement and all of its provisions and conditions are for the sole and
exclusive benefit of the parties to this Agreement and their successors and
assigns.


 


10.12.  Interpretation.  The Company and Selling Shareholder
acknowledge and agree that the preparation and drafting of this Agreement and
the Schedules hereto are the result of the efforts of all parties to this
Agreement, and every covenant, term, and provision of this Agreement shall be
construed according to its fair meaning and shall not be construed against any
particular party as the drafter of such covenant, term, and/or provision.


 


 


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IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date and year first written above.


 


 


	
  WITNESS/ATTEST:

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATLANTIC AUTOMOTIVE
  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Cam Smart

  	
   

  	
  By:

  	
  /s/ Lonnie L. Swiger

  	
  (SEAL)

  
	
   

  	
  Name:

  	
  Lonnie L. Swiger

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELLING SHAREHOLDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SINCLAIR BROADCAST
  GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Cam Smart

  	
   

  	
  By:

  	
  /s/ J. Duncan Smith

  	
  (SEAL)

  
	
   

  	
  Name:

  	
  J. Duncan Smith

  	
   

  
	
   

  	
  Title:

  	
  Vice President,
  Secretary and Director

  
						



 





















 


Schedule 6.1(d)


 





















 


Schedule 6.1(e)


 





















 


Schedule 6.1(f)