Exhibit 10.1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement") made this 13th day of
December, 2007
by and among Navstar Media Holdings, Inc., a Nevada corporation
("Parent"),
Leewell Investment, Ltd. ("the Company") a Hong Kong ("HK") limited
liability
corporation and a sole shareholder of Qingdao OuMei Real Estate
Development,
Ltd., and Mr. Zhou Li, the sole shareholder of the Company
("Seller").
R E C I T A L S:
A.
The Parent and the Company have determined that an acquisition of
the
Company by Parent, upon the terms and subject to the conditions set
forth in
this Agreement, pursuant to which all shares of Common Stock of the
Company
("Company Common Stock") issued and outstanding immediately prior
to the Closing
(as defined in Section 1.03) will be exchanged for the right to
receive shares
of Common Stock of Parent representing 97.2% of shares outstanding
after the
sale hereby (the "Sale").
B.
Parent, Seller and the Company desire to make certain
representations,
warranties, covenants and agreements in connection with the Sale
and also to
prescribe various conditions to the Sale.
C.
For federal income tax purposes, the parties intend that the Sale
shall
qualify as a reorganization under the provisions of Section
368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended (the "Code").
NOW,
THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the parties
agree as
follows:
ARTICLE I
THE SALE
1.01
Stock Split. Immediately following or prior to the completion of
the
Merger, Parent shall take all actions required to affect an
appropriate stock
reverse split of the outstanding Common Stock of Parent per the
request of the
Company to achieve an optimal capital structure.
1.02
Transfer of Stock. At the Closing, the Seller will transfer to
Parent
10,000 shares of the Company Common Stock, representing 100% of the
issued and
outstanding shares of the common stock of the Company free and
clear of all
liens, claims and encumbrances. In exchange therefor, the Company
will issue and
convey to Seller such post-split shares of common stock (the
"Purchase Price
Shares") constituting 97.2% of the issued and outstanding shares of
common stock
of the Parent immediately post of the Purchase by the Parent of the
Company.
Such shares shall be restricted from transfer under the rules
and
interpretations of the U.S. Securities and Exchange Commission.
<PAGE>
1.03
Closing. Unless this Agreement shall have been terminated and
the
transactions herein contemplated shall have been abandoned pursuant
to Section
7.01 and subject to the satisfaction or waiver of the conditions
set forth in
Article VI, the closing of the Sale (the "Closing") will take place
at 10:00
a.m. on the business day after satisfaction of the conditions set
forth in
Article VI (or as soon as practicable thereafter) (the "Closing
Date"), at the
offices of Baker & McKenzie in New York, unless another date,
time or place is
agreed to in writing by the parties hereto. The Sale and all other
transactions
contemplated hereby shall become effective on the Closing Date.
ARTICLE II
RESERVED
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.01
Representations and Warranties of the Company. Except as set forth
in
the Company Disclosure Schedule delivered by the Company to the
Parent at the
time of execution of this Agreement, the Company represents and
warrants to
Parent as follows:
(a) Organization, Standing and Corporate Power. The Company is
duly
organized, validly existing and in good standing under the laws of
Hong
Kong
and has the requisite corporate power and authority to carry on
its
business as now being conducted. The Company is duly qualified or
licensed
to
do business and is in good standing in each jurisdiction in which
the
nature of its business or the ownership or leasing of its
properties makes
such
qualification or licensing necessary, other than in such
jurisdictions
where the failure to be so qualified or licensed (individually or
in the
aggregate) would not have a material adverse effect with respect to
the
Company.
(b) Subsidiaries. The Company owns 100% of its subsidiaries,
Qingdao
OuMei Real Estate capital stock of the Company consists of
10,000
authorized shares of Company Common Stock. There are 10,000 shares
of
Common Stock outstanding, all of which are owned by Seller. Except
as set
forth above, no shares of capital stock or other equity securities
of the
Company are issued, reserved for issuance or outstanding. All
outstanding
shares of capital stock of the Company are duly authorized, validly
issued,
fully paid and nonassessable and not subject to preemptive rights.
There
are
no outstanding bonds, debentures, notes or other indebtedness or
other
securities of the Company having the right to vote (or convertible
into, or
exchangeable for, securities having the right to vote) on any
matters on
which shareholders of the Company may vote. Except as set forth
above,
there are no outstanding securities, options, warrants, calls,
rights,
commitments, agreements, arrangements or undertakings of any kind
to which
the
Company is a party or by which it is bound obligating the Company
to
issue, deliver or sell, or cause to be issued, delivered or
sold,
additional shares of capital stock or other equity or voting
securities of
the Company or
obligating the Company to issue, grant, extend or enter into
any
such security, option, warrant, call, right, commitment,
agreement,
arrangement or undertaking. There are no outstanding
contractual
obligations, commitments, understandings or arrangements of the
Company to
repurchase, redeem or otherwise acquire or make any payment in
respect of
any
shares of capital stock of the Company. There are no agreements
or
arrangements pursuant to which the Company is or could be required
to
register shares of Company Common Stock or other securities under
the
Securities Act of 1933, as amended (the "Securities Act") or
other
agreements or arrangements with or among any security holders of
the
Company with respect to securities of the Company.
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<PAGE>
(c) Authority; Noncontravention. The Company has the requisite
corporate and other power and authority to enter into this
Agreement and to
consummate the transactions hereby to which it is a party. The
execution
and
delivery of this Agreement by the Company and the consummation by
the
Company of the transactions contemplated hereby have been duly
authorized
by
all necessary corporate action on the part of the Company. This
Agreement has been duly executed and delivered by the Company
and
constitutes a valid and binding obligation of the Company,
enforceable
against the Company in accordance with its terms. The execution
and
delivery of this Agreement do not, and the consummation of the
transactions
contemplated by this Agreement and compliance with the provisions
hereof
will
not, conflict with, or result in any breach or violation of, or
default (with or without notice or lapse of time, or both) under,
or give
rise
to a right of termination, cancellation or acceleration of or
"put"
right with respect to any obligation or to loss of a material
benefit
under, or result in the creation of any lien upon any of the
properties or
assets of the Company under, (i) the Articles of Incorporation or
Bylaws of
the
Company, (ii) any loan or credit agreement, note, bond,
mortgage,
indenture, lease or other agreement, instrument, permit,
concession,
franchise or license applicable to the Company, its properties or
assets,
or
(iii) subject to the governmental filings and other matters
referred to
in
the following sentence, any judgment, order, decree, statute,
law,
ordinance, rule, regulation or arbitration award applicable to the
Company,
its
properties or assets. No consent, approval, order or authorization
of,
or
registration, declaration or filing with, or notice to, any
federal,
state or local government or any court, administrative agency or
commission
or
other governmental authority, agency, domestic or foreign (a
"Governmental Entity"), is required by or with respect to the
Company in
connection with the execution and delivery of this Agreement by the
Company
or
the consummation by the Company of the transactions contemplated
hereby.
(d) Financial Statements (i) The Parent shall receive a copy of
the
audited consolidated financial statements of the Company and
Company Subs
for
the fiscal year ended December 31, 2006 and 2005 and unaudited
financial statements for the six-months ended September 30, 2007
and 2006
("Financial Statements"). The Financial Statements fairly present
the
financial condition of the Company at the dates indicated and its
results
of
their operations and cash flows for the periods then ended and,
except
as
indicated therein, reflect all claims against, debts and
liabilities of
the
Company, fixed or contingent, and of whatever nature. (ii)
Since
September 30, 2007 (the "Balance Sheet Date"), there has been no
material
adverse change in the assets or liabilities, or in the business
or
condition, financial or otherwise, or in the results of operations
or
prospects, of the Company, whether as a result of any legislative
or
regulatory change, revocation of any license or rights to do
business,
fire, explosion, accident, casualty, labor trouble, flood, drought,
riot,
storm, condemnation, act of God, public force or otherwise and no
material
adverse change in the assets or liabilities, or in the business
or
condition, financial or otherwise, or in the results of operation
or
prospects, of the Company except in the ordinary course of
business. (iii)
Since the Balance Sheet Date, the Company has not suffered any
damage,
destruction or loss of physical property (whether or not covered
by
insurance) affecting its condition (financial or otherwise) or
operations
(present or prospective), nor has the Company issued, sold or
otherwise
disposed of, or agreed to issue, sell or otherwise dispose of, any
capital
stock or any other security of the Company and has not granted or
agreed to
grant any option, warrant or other right to subscribe for or to
purchase
any
capital stock or any other security of the Company or has incurred
or
agreed to incur any indebtedness for borrowed money.
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<PAGE>
(e)
Absence of Certain Changes or Events. Since June 30, 2007, the
Company has conducted its business only in the ordinary course
consistent
with
past practice, and there is not and has not been: (i) any
material
adverse change with respect to the Company; (ii) any condition,
event or
occurrence which individually or in the aggregate could reasonably
be
expected to have a material adverse effect or give rise to a
material
adverse change with respect to the Company; (iii) any event which,
if it
had
taken place following the execution of this Agreement, would not
have
been
permitted by Section 4.01 without prior consent of Parent; or (iv)
any
condition, event or occurrence which could reasonably be expected
to
prevent, hinder or
materially delay the ability of the Company to
consummate the transactions contemplated by this Agreement.
(f) Litigation; Labor Matters; Compliance with Laws.
(i) There is no suit, action or proceeding or investigation
pending or, to the knowledge of the Company, threatened against
or
affecting the Company or any basis for any such suit, action,
proceeding or investigation that, individually or in the
aggregate,
could reasonably be expected to have a material adverse effect
with
respect to the Company or prevent, hinder or materially delay
the
ability of the Company to consummate the transactions contemplated
by
this Agreement, nor is there any judgment, decree, injunction, rule
or
order of any Governmental Entity or arbitrator outstanding against
the
Company having, or which, insofar as reasonably could be foreseen
by
the Company, in the future could have, any such effect.
(ii) The Company is not a party to, or bound by, any collective
bargaining agreement, contract or other agreement or
understanding
with a labor union or labor organization, nor is it the subject of
any
proceeding asserting that it has committed an unfair labor practice
or
seeking to compel it to bargain with any labor organization as
to
wages or conditions of employment nor is there any strike, work
stoppage or other labor dispute involving it pending or, to its
knowledge, threatened, any of which could have a material
adverse
effect with respect to the Company.
(iii) The conduct of the business of the Company complies with
all
statutes, laws, regulations, ordinances, rules, judgments,
orders,
decrees or arbitration awards applicable thereto.
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<PAGE>
(g) Benefit Plans. The Company is not a party to any collective
bargaining agreement or any bonus, pension, profit sharing,
deferred
compensation, incentive compensation, stock ownership, stock
purchase,
phantom stock, retirement, vacation, severance, disability, death
benefit,
hospitalization, medical or other plan, arrangement or
understanding
(whether or not legally binding) under which the Company currently
has an
obligation to provide benefits to any current or former employee,
officer
or
director of the Company (collectively, "Benefit Plans").
(h) Certain Employee Payments. The Company is not a party to
any
employment agreement which could result in the payment to any
current,
former or future director or employee of the Company of any money
or other
property or rights or accelerate or provide any other rights or
benefits to
any
such employee or director as a result of the transactions
contemplated
by
this Agreement, whether or not (i) such payment, acceleration
or
provision would constitute a "parachute payment" (within the
meaning of
Section 280G of the Code), or (ii) some other subsequent action or
event
would be required to cause such payment, acceleration or provision
to be
triggered.
(i) Tax Returns and Tax Payments. The Company has timely filed all
Tax
Returns required to be filed by it, has paid all Taxes shown
thereon to be
due
and has provided adequate reserves in its financial statements for
any
Taxes that have not been paid, whether or not shown as being due on
any
returns. No material claim for unpaid Taxes has been made or become
a lien
against the property of the Company or is being asserted against
the
Company, no audit of any Tax Return of the Company is being
conducted by a
tax
authority, and no extension of the statute of limitations on
the
assessment of any Taxes has been granted by the Company and is
currently in
effect. As used herein, "taxes" shall mean all taxes of any
kind,
including, without limitation, those on or measured by or referred
to as
income, gross receipts, sales, use, ad valorem, franchise,
profits,
license, withholding, payroll, employment, excise, severance,
stamp,
occupation, premium value added, property or windfall profits
taxes,
customs, duties or similar fees,, assessments or charges of any
kind
whatsoever, together with any interest and any penalties, additions
to tax
or
additional amounts imposed by any governmental authority, domestic
or
foreign. As used herein, "Tax Return" shall mean any return, report
or
statement required to be filed with any governmental authority with
respect
to
Taxes.
(j) Environmental Matters. The Company is in compliance with
all
applicable Environmental Laws. "Environmental Laws" means all
applicable
federal, state and local statutes, rules, regulations, ordinances,
orders,
decrees and common law relating in any manner to contamination,
pollution
or
protection of human health or the environment, and similar state
laws.
(k) Material Contract Defaults. The Company is not, or has not
received any notice or has any knowledge that any other party is,
in
default in any respect under any Material Contract; and there has
not
occurred any event that with the lapse of time or the giving of
notice or
both
would constitute such a material default. For purposes of this
Agreement, a Material Contract means any contract, agreement or
commitment
that
is effective as of the Closing Date to which the Company is a
party
(i)
with expected receipts or expenditures in excess of $100,000,
(ii)
requiring the Company to indemnify any person, (iii) granting
exclusive
rights to any party, (iv) evidencing indebtedness for borrowed or
loaned
money in excess of $100,000 or more, including guarantees of
such
indebtedness, or (v) which, if breached by the Company in such a
manner
would (A) permit any other party to cancel or terminate the same
(with or
without notice of passage of time) or (B) provide a basis for any
other
party to claim money damages (either individually or in the
aggregate with
all
other such claims under that contract) from the Company or (C)
give
rise
to a right of acceleration of any material obligation or loss of
any
material benefit under any such contract, agreement or
commitment.
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<PAGE>
(l) Properties. The Company has good, clear and marketable title
to
all
the tangible properties and tangible assets reflected in the
latest
balance sheet as being owned by the Company or acquired after the
date
thereof which are, individually or in the aggregate, material to
the
Company's business (except properties sold or otherwise disposed of
since
the
date thereof in the ordinary course of business), free and clear of
all
material liens.
(m) Trademarks and Related Contracts. To the knowledge of the
Company:
(i) As used in this Agreement, the term "Trademarks" means
trademarks, service marks, trade names, Internet domain names,
designs, slogans, and general intangibles of like nature; the
term
"Trade Secrets" means technology; trade secrets and other
confidential
information, know-how, proprietary processes, formulae,
algorithms,
models, and methodologies; the term "Intellectual Property"
means
patents, copyrights, Trademarks, applications for any of the
foregoing, and Trade Secrets; the term "Company License
Agreements"
means any license agreements granting any right to use or practice
any
rights under any Intellectual Property (except for such agreements
for
off-the-shelf products that are generally available or less
than
$25,000), and any written settlements relating to any
Intellectual
Property, to which the Company is a party or otherwise bound; and
the
term "Software" means any and all computer programs, including any
and
all software implementations of algorithms, models and
methodologies,
whether in source code or object code.
(ii) To the knowledge of the Company, none of the Company's
Intellectual Property or Company License Agreements infringe upon
the
rights of any third party that may give rise to a cause of action
or
claim against the Company or its successors.
(n) Board Recommendation. The Board of Directors of the Company
has
unanimously determined that the terms of the Sale are fair to and
in the
best
interests of the shareholders of the Company and recommended that
the
Seller execute this Agreement.
3.02
Representations and Warranties of Company Subs. Except as set forth
in
the Company Disclosure Schedule delivered by the Company to the
Parent at the
time of execution of this Agreement, the Company represents and
warrants to
Parent as follows:
6
<PAGE>
(a) Organization, Standing and Corporate Power. Company Subs are
duly
organized, validly existing and in good standing under the laws of
the
People's Republic of China, the State of California and the British
Virgin
Islands and have the requisite corporate power and authority to
carry on
their respective business as now being conducted. Company Subs are
duly
qualified or licensed to do business and are in good standing in
each
jurisdiction in which the nature of their business or the ownership
or
leasing of their properties makes such qualification or
licensing
necessary, other than in such jurisdictions where the failure to be
so
qualified or licensed (individually or in the aggregate) would not
have a
material adverse effect (as defined in Section 9.02) with respect
to
Company Subs.
(b) Subsidiaries. The Company Subs are 100% owned by the Company
and
shall remain wholly owned subsidiaries of the Company following the
Sale.
(c) Capital Structure. Except as set forth in the Financial
Statements, no shares of capital stock or other equity securities
of
Company Subs are issued, reserved for issuance or outstanding.
All
outstanding equity ownership interest in Company Subs are duly
authorized,
validly issued, fully paid and nonassessable and not subject to
preemptive
rights. There are no outstanding bonds, debentures, notes or
other
indebtedness or other securities of Company Subs having the right
to vote
(or
convertible into, or exchangeable for, securities having the right
to
vote) on any matters on which shareholders of Company Subs may
vote. The
Company Disclosure Schedule sets forth the outstanding
Capitalization of
Company Subs. Except as set forth above, there are no
outstanding
securities, options, warrants, calls, rights, commitments,
agreements,
arrangements or undertakings of any kind to which Company Subs are
a party
or
by which they are bound obligating Company Subs to issue, deliver
or
sell, or cause to be issued, delivered or sold, additional shares
of
capital stock or other equity or voting securities of Company Subs
or
obligating Company Subs to issue, grant, extend or enter into any
such
security, option, warrant, call, right, commitment, agreement,
arrangement
or
undertaking. There are no outstanding contractual obligations,
commitments, understandings or arrangements of Company Subs to
repurchase,
redeem or otherwise acquire or make any payment in respect of any
shares of
capital stock of Company Subs. There are no agreements or
arrangements
pursuant to which Company Subs are or could be required to register
shares
of
Company Common Stock or other securities under the Securities Act
of
1933, as amended (the "Securities Act") or other agreements or
arrangements
with
or among any security holders of Company Subs with respect to
securities of Company Subs.
(d)
Authority; Noncontravention. Each of the Company Subs has the
requisite corporate and other power and authority to enter into
this
Agreement and to make the representations contained herein. This
Agreement
has
been duly executed and delivered by Company Subs and constitutes
a
valid and binding obligation of Company Subs, enforceable against
Company
Subs
in accordance with its terms. The execution and delivery of
this
Agreement do not, and the consummation of the transactions
contemplated by
this
Agreement and compliance with the provisions hereof will not,
conflict
with, or result in any breach or violation of, or default (with or
without
notice or lapse of time, or both) under, or give rise to a right
of
termination, cancellation or acceleration of or "put" right with
respect to
any
obligation or to loss of a material benefit under, or result in
the
creation of any lien upon any of the properties or assets of
Company Subs
under, (i) the Articles of Incorporation or Bylaws of Company Subs,
(ii)
any
loan or credit agreement, note, bond, mortgage, indenture, lease
or
other agreement, instrument, permit, concession, franchise or
license
applicable to Company Subs, its properties or assets, or (iii)
subject to
the
governmental filings and other matters referred to in the
following
sentence, any judgment, order, decree, statute, law, ordinance,
rule,
regulation or arbitration award applicable to Company Subs,
their
properties or assets. No consent, approval, order or authorization
of, or
registration, declaration or filing with, or notice to, any
federal, state
or
local government or any court, administrative agency or commission
or
other governmental authority, agency, domestic or foreign (a
"Governmental
Entity"), is required by or with respect to Company Subs in
connection with
the
execution and delivery of this Agreement by Company Subs or the
consummation by Company Subs of the transactions contemplated
hereby,
except, as set forth in the Company Disclosure Schedule.
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<PAGE>
(e) Absence of Certain Changes or Events. Since June 30, 2007,
other
than
the ownership interest transfer to the Company, if applicable, each
of
the
Company Subs has conducted its business only in the ordinary
course
consistent with past practice, and there is not and has not been:
(i) any
material adverse change with respect to Company Subs; (ii) any
condition,
event or occurrence which individually or in the aggregate could
reasonably
be
expected to have a material adverse effect or give rise to a
material
adverse change with respect to Company Subs; (iii) any event which,
if it
had
taken place following the execution of this Agreement, would not
have
been
permitted by Section 4.01 without prior consent of Parent; or (iv)
any
condition, event or occurrence which could reasonably be expected
to
prevent, hinder or materially delay the ability of Company Subs
to
consummate the transactions contemplated by this Agreement.
(f) Litigation; Labor Matters; Compliance with Laws.
(i) There is no suit, action or proceeding or investigation
pending
or,
to the knowledge of Company Subs, threatened against or
affecting
Company Subs or any basis for any such suit, action, proceeding
or
investigation that, individually or in the aggregate, could
reasonably be
expected to have a material adverse effect with respect to Company
Subs or
prevent, hinder or materially delay the ability of Company Subs
to
consummate the transactions contemplated by this Agreement, nor is
there
any
judgment, decree, injunction, rule or order of any Governmental
Entity
or
arbitrator outstanding against Company Subs having, or which,
insofar as
reasonably could be foreseen by Company Subs, in the future could
have, any
such
effect.
(ii) None of the Company Subs is a party to, or bound by, any
collective bargaining agreement, contract or other agreement or
understanding with a labor union or labor organization, nor is any
the
subject of any proceeding asserting that it has committed an
unfair
labor practice or seeking to compel it to bargain with any
labor
organization as to wages or conditions of employment nor is there
any
strike, work stoppage or other labor dispute involving it pending
or,
to its knowledge, threatened, any of which could have a
material
adverse effect with respect to Company Subs.
8
<PAGE>
(iii) The conduct of the business of Company Subs complies with
all statutes, laws, regulations, ordinances, rules, judgments,
orders,
decrees or arbitration awards applicable thereto.
(g) Benefit Plans. None of the Company Subs is a party to any
collective bargaining agreement or any bonus, pension, profit
sharing,
deferred compensation, incentive compensation, stock ownership,
stock
purchase, phantom stock, retirement, vacation, severance,
disability, death
benefit, hospitalization, medical or other plan, arrangement or
understanding (whether or not legally binding) under which it
currently has
an
obligation to provide benefits to any current or former
employee,
officer or director of Company Subs (collectively, "Benefit
Plans").
(h) Certain Employee Payments. None of the Company Subs is a party
to
any
employment agreement which could result in the payment to any
current,
former or future director or employee of Company Subs of any money
or other
property or rights or accelerate or provide any other rights or
benefits to
any
such employee or director as a result of the transactions
contemplated
by
this Agreement, whether or not (i) such payment, acceleration
or
provision would constitute a "parachute payment" (within the
meaning of
Section 280G of the Code), or (ii) some other subsequent action or
event
would be required to cause such payment, acceleration or provision
to be
triggered.
(i) Tax Returns and Tax Payments. Each of the Company Subs has
timely
filed all Tax Returns required to be filed by it, has paid all
Taxes shown
thereon to be due and has provided adequate reserves in its
financial
statements for any Taxes that have not been paid, whether or not
shown as
being due on any returns. No material claim for unpaid Taxes has
been made
or
become a lien against the property of Company Subs or is being
asserted
against Company Subs, no audit of any Tax Return of Company Subs is
being
conducted by a tax authority, and no extension of the statute
of
limitations on the assessment of any Taxes has been granted by
Company Subs
and
is currently in effect. As used herein, "taxes" shall mean all
taxes of
any
kind, including, without limitation, those on or measured by or
referred to as income, gross receipts, sales, use, ad valorem,
franchise,
profits, license, withholding, payroll, employment, excise,
severance,
stamp, occupation, premium value added, property or windfall
profits taxes,
customs, duties or similar fees,, assessments or charges of any
kind
whatsoever, together with any interest and any penalties, additions
to tax
or
additional amounts imposed by any governmental authority, domestic
or
foreign. As used herein, "Tax Return" shall mean any return, report
or
statement required to be filed with any governmental authority with
respect
to
Taxes.
(j) Environmental Matters. Each of the Company Subs is in
material
compliance with all applicable Environmental Laws. "Environmental
Laws"
means all applicable federal, state and local statutes, rules,
regulations,
ordinances, orders, decrees and common law relating in any manner
to
contamination, pollution or protection of human health or the
environment,
and
similar state laws.
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<PAGE>
(k) Material Contract Defaults. None of the Company Subs is, nor
have
they
received any notice or has any knowledge that any other party is,
in
default in any respect under any Material Contract; and there has
not
occurred any event that with the lapse of time or the giving of
notice or
both
would constitute such a material default. For purposes of this
Agreement, a Material Contract means any contract, agreement or
commitment
that
is effective as of the Closing Date to which Company Subs is a
party
(i)
with expected receipts or expenditures in excess of $100,000,
(ii)
requiring Company Subs to indemnify any person, (iii) granting
exclusive
rights to any party, (iv) evidencing indebtedness for borrowed or
loaned
money in excess of $100,000 or more, including guarantees of
such
indebtedness, or (v) which, if breached by Company Subs in such a
manner
would (A) permit any other party to cancel or terminate the same
(with or
without notice of passage of time) or (B) provide a basis for any
other
party to claim money damages (either individually or in the
aggregate with
all
other such claims under that contract) fro
