Exhibit
10.2


 


STOCK
PURCHASE AGREEMENT


 


THIS
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of this
2nd day of August, 2005, is entered into by and among Sinclair Broadcast Group, Inc.,
a Maryland corporation (“Seller”), and David D.
Smith (“Purchaser”).


 


WITNESSETH:


 


WHEREAS,
Seller owns 21.22 shares of Series A Cumulative Convertible Preferred
Stock (the “Preferred Stock”) issued by Atlantic Automotive Corp. (the “Issuer”);
and


 


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


 


WHEREAS,
Seller desires to sell to Purchaser Nine and Eighty Seven Hundredths (9.87)
shares of the Preferred Stock held by Seller and to assign all of Seller’s
rights and obligations with respect to such shares under the Ancillary
Agreements to Purchaser, and Purchaser desires to purchase from Seller Nine and
Eighty Seven Hundredths (9.87) shares of the Preferred Stock held by Seller and
to obtain from Seller Seller’s rights and obligations with respect to such
shares under the Ancillary Agreements.


 


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


 


SECTION 1


 


SALE
OF SHARES/PURCHASE PRICE


 


1.1.          Sale of Shares.  At the Closing (as defined in Section 2.1
of this Agreement), Seller shall sell, assign, transfer, and deliver to
Purchaser, and Purchaser shall purchase Nine and Eighty Seven Hundredths (9.87)
shares of the Preferred Stock (the “Stock”) from Seller.  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 Purchaser).


 


1.2.          Purchase Price.  In consideration for the sale of the Stock by
Seller, Purchaser shall pay to Seller the aggregate amount of Ten Million
Dollars ($10,000,000.00) (the “Purchase Price”), payable to Seller by wire
transfer of immediately available funds on the Closing Date to account(s)
designated by Seller 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 SELLERS


 


3.1.          Representations
as to the Stock.  Seller hereby
represents and warrants to Purchaser that: 
(a)          Seller 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 Purchaser at the
Closing, Purchaser 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 Purchaser); (c) other than the Ancillary
Agreements which will be assigned to Purchaser at the Closing, 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 Seller in the Issuer.


 


3.2.          Ancillary Agreements.  Seller is not in breach in any material
respect of any of the provisions of the Ancillary Agreements, and, to the
knowledge of Seller, the Ancillary Agreements are (a) in full force and
effect, and (b) are valid, binding, and enforceable against the Seller in
accordance to their terms.


 


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


 


3.4.          Execution and Effective Agreement.  Seller 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 Seller. 
This Agreement has been duly executed and delivered by Seller and
constitutes the legal, valid, and binding obligation of Seller, enforceable
against Seller in accordance with its terms, subject to applicable bankruptcy,


 


2





















 


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).


 


3.5.          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 Seller; (b) violate
any provision of applicable law, rule, or regulation, which violation would
prevent or materially interfere with Seller’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 Seller 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 Seller’s
ability to perform hereunder.


 


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


 


3.7.          Brokers.  Neither Seller nor anyone acting on behalf of
Seller 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 PURCHASER


 


Purchaser hereby
represents and warrants to Seller that:


 


4.1.          Execution
and Effect of Agreement. 
Purchaser has full power and authority to enter into this
Agreement.  This Agreement has been duly
executed and delivered by Purchaser and constitutes a legal, valid, and binding
obligation of Purchaser, enforceable against Purchaser 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).


 


4.2.          No
Conflicts.  Neither the execution
and delivery of this Agreement nor the consummation of the transactions
contemplated hereby will (a) violate any provision of applicable law, rule or
regulation, which violation would prevent or materially interfere with
Purchaser’s ability to perform hereunder; or (b) conflict with or result
in a breach of, or


 


3





















 


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 Purchaser 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 Purchaser’s ability to perform hereunder.


 


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


 


4.4.          No
Brokers.  Neither Purchaser nor
anyone acting on his 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.


 


4.5.          Acquisition of Stock for Investment.  The Purchaser is acquiring the Stock for his
own account for investment purposes and not with a view toward their resale or
in connection with any distribution thereof. 
The Purchaser acknowledges his understanding that the offering and sale
of the Stock is intended to be exempt from registration under the Securities
Act of l933, as amended (the “Securities Act”), by virtue of Section 4(2) of
the Securities Act and regulations promulgated thereunder; and that the Stock
cannot be sold, pledged, assigned or otherwise disposed of unless it is
subsequently registered under the Securities Act or an exemption from such
registration is available.  The Purchaser
also understands that the transfer of the Stock is restricted by the provisions
of the Investor Rights Agreement and state securities laws.  The Purchaser is an “accredited investor”
within the meaning of Rule 501(a) of Regulation D under the
Securities Act.  Immediately prior to his
purchase of the Stock, (a) the Purchaser, by himself or together with his
adviser, has such knowledge and experience in financial and business matters
that he is and will be capable of evaluating the merits and risks of the
prospective investment in the Stock; and (b) the Purchaser is and will be
able to bear the economic risk of the investment in the Stock.


 


SECTION 5


 


CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF PARTIES TO CLOSE


 


5.1.          Conditions
Precedent to the Obligation of Purchaser.  The obligation of Purchaser 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)           As of the Closing
Date, Seller shall have complied in all material


 


4





















 


respects with its agreements and covenants contained
herein to be performed at or prior to the Closing, and the representations and
warranties of Seller 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 Purchaser 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; and


 


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


 


(d)           Seller
shall have delivered to Purchaser at the Closing each item and document
required by Section 6.1 hereof.


 


5.2.          Conditions
Precedent to the Obligation of Seller. 
The obligation of Seller 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)           Purchaser
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 Purchaser 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 Seller from consummating
the transactions contemplated hereby; and


 


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


 


(d)           Seller
shall have delivered to Seller at the Closing each item and document required
by Section 6.2;


 


(e)           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; and


 


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


 


5





















 


SECTION 6


 


DELIVERIES
AT THE CLOSING


 


6.1.          Deliveries
by Seller.  At the Closing,
Seller will deliver or cause to be delivered to Purchaser or, with respect to
the stock certificate referred to in 6.1(a), to the Issuer :


 


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


 


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


 


(c)           receipt
for Purchase Price;


 


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


 


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


 


(f)            a
certificate dated as of the Closing Date executed by Seller’s Secretary
certifying that the resolutions, as attached to such certificate, were duly
adopted by Seller’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


 


(g)           such
other documents as Purchaser shall reasonably request.


 


6.2.          Deliveries
by Purchaser.  Purchaser will
deliver or cause to be delivered at the Closing to Seller:


 


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


 


(b)           receipt
for the Stock;


 


(c)           the
termination of the Investor Rights Agreement in the form attached hereto as Schedule 6.1(d)


 


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


 


6





















 


(e)           such other
documents Seller shall reasonably request.


 


SECTION 7


 


EXPENSES


 


7.1.          Expenses.  Each of Seller and Purchaser 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 Purchaser and Seller;


 


(b)           by
Seller, if Seller 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
Purchaser, if Purchaser 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 Purchaser and/or
Seller 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, Seller was in breach in any material respect of its
representations, warranties, covenants, agreements, or obligations set forth in
this Agreement, which breach


 


7





















 


was not cured by Seller
within thirty (30) days after notice to Seller by Purchaser, then and, in that
event, in recognition of the unique character of the property to be sold
hereunder and the damages which Purchaser will suffer in the event of a
termination of this Agreement caused by a breach by Seller, Purchaser 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.  Seller hereby waives
any defense that Purchaser has an adequate remedy at law for such breach of
this Agreement by Seller.


 


(c)           If
this Agreement is terminated pursuant to Section 8.1(b) and
prior to such termination, Purchaser 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 Purchaser within thirty
(30) days after notice to Purchaser by Seller, then and, in that event, Seller
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 Seller 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


 


8





















 


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 Purchaser to:


 


Mr. David D. Smith


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):


 


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


 


9





















 


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 Purchaser and Seller.


 


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


 


10





















 


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 Seller or Purchaser 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 it being a public
company, provided that prior notice of such disclosure is given to the other
party hereto.


 


10.10.      Specific
Performance.  Seller acknowledges
that Purchaser will have no adequate remedy at law if Seller fails to perform
its obligations to consummate the sale of Stock contemplated under this
Agreement.  In such event, Purchaser
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 Purchaser and Seller 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.


 


 


[SIGNATURE
PAGE TO FOLLOW –


PAGE LEFT
INTENTIONALLY BLANK]


 


11





















 


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:

  	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Cam Smart

  	
   

  	
  By:

  	
  /s/ David D. Smith

  	
  (SEAL)

  
	
   

  	
   

  	
  David D. Smith

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SINCLAIR BROADCAST
  GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Cam Smart

  	
   

  	
  By:

  	
  /s/ J. Duncan Smith

  	
  (SEAL)

  
	
   

  	
  Name:

  	
  J. Duncan Smith

  	
   

  
	
   

  	
  Title:

  	
  Vice President, Secretary
  and Director

  
						



 


12