HomeMy WebLinkAboutC08-340AGREEMENT
This Agreement (the "Agreement"), made effective as of Q ~ 2008, is
executed by EAGLE COUNTY AIR TERMINAL CORPORATION (the "Terminal
Corporation"), on behalf of EAGLE COUNTY, COLORADO (the "Lessor"), with reference to
the following:
RECITALS
A. NEWS & GIFT SHOPS INTERNATIONAL, LLC, a Delaware limited liability
company (the "Company"), has entered into that certain LLC Interest and Stock Purchase
Agreement (the "Purchase Agreement"), dated as of September 3, 2008, with HDS RETAIL
NORTH AMERICA, L.P., an Illinois limited partnership (the "Purchaser"), PMG
INTERNATIONAL LTD. (f/k/a International Periodical Distributors Ltd.), a Texas limited
partnership ("PMGI"), et al, pursuant to which the Purchaser has agreed to purchase all of the
interests of the Company held by PMGI for the consideration and on the terms as set forth in the
Purchase Agreement.
B. The Company holds all outstanding membership interests in NGSI-EAGLE, LLC,
a Texas limited liability company (the "Lessee").
C. Lessee and Lessor entered into that certain Agreement for Operation of Food and
Beverage Concession dated as of October 30, 2007 (the "Lease Agreement").
D. Pursuant to Section 4.9 of the Lease Agreement, all books, records and accounts
of Lessee related to the leased premises shall be kept within the limits of Eagle County,
Colorado.
E. Purchaser's principal office is located in Toronto, Canada.
F. Purchaser desires that Lessor agree that, for purposes of the Lease Agreement, the
books, records and accounts of Lessee related to the leased premises may be kept outside of the
limits of Eagle County, Colorado, but shall be kept within the limits of North America.
G. Except for the matters expressly agreed to hereby, Lessor and Lessee desire that
the Lease Agreement remain in full force and effect for the remainder of its term.
H. Accordingly, in consideration of the foregoing, Lessor agrees to execute this
Agreement subject to the terms and conditions set forth herein.
AGREEMENT
NOW THEREFORE, Lessor agrees as follows:
1. Lessor hereby agrees that, for purposes of the Lease Agreement, the books,
records and accounts of Lessee related to the leased premises may be kept outside of the limits of
Eagle County, Colorado, but shall be kept within the limits of North America.
MIA 180,228,169v3
2. Except as expressly set forth in this Agreement, Lessee remains bound by all of
Lessee's liabilities and obligations under the Lease Agreement and agrees to perform and
observe all of the covenants and conditions contained in the Lease Agreement.
[Signature page follows]
2
MIA 18g228,169v3
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IN WITNESS WHEREOF, the undersigned has executed this Agreement effective as of
the date first written above.
LESSEE: NGSI-Eagle, LLC, a Texas limited
liability company
By:
Nan
Titlf
COMPANY: NEWS & GIFT SHOPS
INTERNATIONAL, LLC, a Delaware limited
liability company
By: _
Name: ~~ 't. i~i-u ~ Lla., (-
Title: u orized Signatory
LESSOR: EAGLE COUNTY AIR
TERMINAL CORPORATION, a nonprofit
Colorad o oration
By:
Name:
Title: Authorized Signatory
ATTEST: of EactF~
~~ og
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-:
By. ORAL
Name:
Title: Authorized Signatory
~jy• ' QI(di v) 4
APPROVED AS TO FORM:
By:_
Name:
Title: Authorized Signatory
MIA 180,228,169v3
