HomeMy WebLinkAboutC08-342AGREEMENT
This Agreement (the "Agreement"), made effective as of(~j$~QI~ , 2008, is executed by
the EAGLE COUNTY AIR TERMINAL CORPORATION (the "Terminal Corporation"), on
behalf of EAGLE COUNTY, COLORADO (the "Lessor"), with reference to the following:
RECITALS
A. PMG INTERNATIONAL LTD. (f/k/a International Periodical Distributors Ltd.),
a Texas limited partnership (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"),
NEWS & GIFT SHOPS INTERNATIONAL, LLC, a Delaware limited liability company
("NGSI"), et al, pursuant to which the Purchaser has agreed to purchase all of the interests of
NGSI-NAIL, LLC, a Texas limited liability company (the "Lessee"), held by the Company for
the consideration and on the terms as set forth in the Purchase Agreement.
B. The Company holds all outstanding membership interests in Lessee.
C. Lessee and Lessor entered into that certain Agreement for Operation of
Coffee/Retail Concession -Eagle County Air Terminal Corporation -West Space/Space 1 dated
as of March 28, 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 the United States.
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 the United States, 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
the United States, but shall be kept within the limits of North America.
MIA 180, 243, 061 v1
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 180, 243, 061 v 1
IN WITNESS WHEREOF, the undersigned has executed this Agreement effective as of
the date first written above.
LESSEE: NGSI-NAIL, LLC, a Texas limited
liability company
By:
Name: of er ~c ,' t-
Title: orized Signatory
COMPANY: PMG INTERNATIONAL LTD.
(f/k/a International Periodical Distributors Ltd.),
a Texas limited partnership
B ~ L; ti ~~e
Y
Nam John 1~}c,~,dle.., SeL. DF ~e~v,cl ~ei~
Title: Authorized Signatory
LESSOR: EAGLE COUNTY AIR
TERMINAL CORPORATION, a nonprofit
Colorado corporation
By:
Name:
Title: orized Signatory
ATTEST: ~ ~~ cg
.e
By _
Name: - ~U
Title: Authorized Signatory
APPROVED AS TO FORM:
By:_
Name:
Title: Authorized Signatory
MIA 180,243,061 v1
