HomeMy WebLinkAboutC08-346r
CONSENT OF
THE EAGLE COUNTY AIR TERMINAL CORPORATION
A NONPROFIT COLORADO CORPORATION
THIS CONSENT (this "Consent"), made effective as of G t 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. 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, a Delaware limited liability company (the "Lessee" held by the Company for the
consideration and on the terms as set forth in the Purchase Agreement.
B. Lessee and Lessor entered into that certain Storage Room Lease dated as of
March 1, 2008 (the "Lease Agreement").
C. Pursuant to Section 13 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.
D. 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 13 of the Lease Agreement.
E. The transactions contemplated by the Purchase Agreement may be deemed a
transfer of control of Lessee's business.
F. 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.
G. 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
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,
MIA 180205746v1 9/16/2008
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: News & Gift Shops International,
LLC, a Delaware limited liability company
By: :Q.c~~~
Name: T' ' .S'a~~ e r ri~si ~ f
Title: orized Signatory
COMPANY: PMG INTERNATIONAL, LTD.
~f/k/a International Periodical Distributors Ltd.),
a Texas limited partnership
By: ' rbno-~~ti~'~"~
Name: ! u~~{(e e 1~ enc~r u~r~~
Title: Authorized S' natory
CONSENT OF LESSOR
Lessor hereby consents to the deemed transfer of control of Lessee under the Lease
Agreement dated March 1, 2008 subject to the foregoing conditions.
Eagle Cou it Terminal Corporation
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By:
Name:
Title: Authorized Signatory
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APPROVED AS TO FORM:
By:_
Name:
Title: Authorized Signatory
MIA 180205746v1 9/16/2008
