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HomeMy WebLinkAboutC08-341CONSENT OF THE EAGLE COUNTY AIR TERMINAL CORPORATION A NONPROFIT COLORADO CORPORATION THIS CONSENT (this "Consent"), made effective as of „l$, 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 ownership 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 10.5 of the Lease Agreement, the Lessee agreed not to assign, hypothecate, surrender, sublease, or transfer all or any portion of its interest under such Lease Agreement without the prior written consent of the Terminal Corporation. E. A transfer of control of Lessee's business by sale of assets, interest or other means is considered to be an assignment of interest pursuant to Section 10.5 of the Lease Agreement. F. The transactions contemplated by the Purchase Agreement may be deemed a transfer of control of Lessee's business. G. Lessor and Lessee desire that the Lease Agreement remain in full force and effect for the remainder of its term following the assignment of the Company's membership interests to Purchaser as effected by the transactions contemplated by the Purchase Agreement. H. Accordingly, in consideration of the foregoing, Lessor agrees to execute this Consent subject to the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, Lessor agrees as follows: 1. Lessor hereby acknowledges the deemed transfer of control of Lessee's business resulting from the Purchaser's acquisition of all outstanding membership interests of the MIA 180205746v1 9/16/2008 Company, the Company being the sole owner of Lessee, under the Lease Agreement to be effected by the consummation of the transactions contemplated by the Purchase Agreement, and agrees and consents to such transfer of control of Lessee to the Purchaser and agrees that, following the consummation of the transactions contemplated by the Purchase Agreement, the Lease Agreement shall remain in effect for the remainder of its stated term, unless otherwise terminated in accordance with the terms and provisions set forth therein. 2. 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. 3. Lessee understands that Lessor is subject to the public records laws. To the extent permitted by law, Lessor hereby agrees that is will notify the Lessee prior to disclosing any confidential information received by it in connection with the transactions contemplated by this Consent and will maintain the confidentiality of the information if allowed under applicable law or required by court order. [Signature page follows] 2 MIA 180205746v1 9/16/2008 IN WITNESS WHEREOF, the undersigned has executed this Consent effective as of the date first written above. LESSEE: NGSI-Eagle, LLC, a Texas By: ,~ti Name: e{' c.~lr~ re.5. F• t Title: orized Signatory COMPANY: NEWS & GIFT SHOPS INTERNATIONAL, LLC, a Delaware limited liability company Name: e ~' ~~ l~~ ~~t s, ~[•,~ f Title: A orized Signatory CONSENT OF LESSOR Lessor hereby consents to the deemed transfer of control of Lessee under the Lease Agreement dated October 30, 2007 subject to the foregoing conditions. Eagle Count Ai Terminal Corporation By: Name: Title: A orized Signatory ATTEST: By:_ Name: Title: APPROVED AS TO FORM: By:_ Name: Title: Authorized Signatory MIA 180205746v1 9/16/2008 Authorized Signatory "'"""~