EXHIBIT 10.65
POSTPONEMENT AGREEMENT
DECEMBER 14, 2001
DATE
To The Bank of Nova Scotia:
THE UNDERSIGNED for valuable consideration hereby agrees that
payment of all debts, demands and choses in action which are now due, owing or
accruing due or may hereafter become due, owing or accruing due to the
Undersigned by REGAL GREETINGS & GIFTS CORPORATION (herein called "the
Customer")
shall be postponed to payment in full of all present and future indebtedness and
other liability of the Customers to THE BANK OF NOVA SCOTIA (herein called "the
Bank"); and the Undersigned hereby assigns and transfers to the Bank, as
security for all present and future indebtedness and other liability of the
Customer to the Bank, all debts, demands and choses in action which are now due,
owing or accruing due to the Undersigned by the Customer and also all securities
and rights of any nature which now are or may hereafter be held by the
Undersigned as collateral thereto, and the Undersigned agrees that all moneys
received by the Undersigned in payment of any of the said debts, demands and
choses in action shall be received and held by the Undersigned in trust for the
Bank.
THE UNDERSIGNED understands and agrees that this Agreement shall
not suspend or otherwise affect the present or future rights and remedies of the
Bank with respect to the present or future indebtedness and other liability of
the Customer to the Bank, or with respect to the securities which the Bank now
holds or may hereafter receive from the Customer as collateral to the said
indebtedness and other liability.
THIS AGREEMENT shall be binding also upon the heirs, executors,
liquidators, for succession purposes, administrators and assigns of the
Undersigned.
THE PARTIES have requested that this document be drafted in the
English language. LES PARTIES ont demande que ce document soit redige en
anglais.
AS WITNESS the hand and seal of the Undersigned.
*When executed by a WITNESS: PRIMES DE LUXE INC.
corporation this
agreement must be Per:
accompanied by a ------------------- ------------------------
resolution of the Authorized Signing Officer
Directors.
ACKNOWLEDGEMENT AND ACCEPTANCE
The "Customer" named in the foregoing Postponement Agreement hereby
acknowledges receipt of notice thereof and hereby accept the assignment and
transfer to the above named Bank included therein, this 14th day of December,
2001.
WITNESS: ROYAL GREETINGS & GIFTS
CORPORATION
------------------------- Per:
------------------------
Authorized Signing Officer
DATE RECEIVED:
...................
RECORDED..........
APPROVED..........
E.O. AUDITOR
...................
