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Exhibit 10.72
HYPOTHEC ON MOVABLE PROPERTY entered into this 14th day of December, 2001
BETWEEN:
THE BANK OF NOVA SCOTIA, with the
Branch located at 44 King Street
West, Toronto, Ontario, M5H 1H1
(the "Bank")
The Bank's notice of address has
been registered in the Register of
Personal and Movable Real Rights
under the number:
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AND:
MDC REGAL INC., with its head office
located at 45 Hazelton Avenue,
Toronto, Ontario, M5R 2E8
(the "Grantor")
WHO AGREE AS FOLLOWS:
I HYPOTHEC
DELETE 1. For good and valid consideration, the Grantor hereby grants
INAPPLICABLE to the Bank a hypothec on and a security interest in the
DESCRIPTIONS following property (the "hypothecated property"), for a sum
(REFER LOAN of Fifty Million Dollars ($50,000,000), with interest at
MANUAL). the nominal rate of twenty per cent (20%) per annum from
the date hereof:
DESCRIPTION OF THE HYPOTHECATED PROPERTY
(a) All the Grantor's movable property, corporeal and
incorporeal, present and future, whenever situated.
(b) All the Grantor's inventory, present and future,
wherever situated.
(c) All the Grantor's debts, claims and rights of
action, present and future, regardless of where the
debtors of these debts, claims and rights of action
are located.
(d) All the Grantor's present and future equipment,
machinery, tools and office furniture, wherever
situated.
(e) Property described in Schedule B.
2. The following property, to the extent that it is not
already included in the property described in paragraph 1
or in Schedule B, is also charged by the hypothec and
security interest constituted herein. The expression
"hypothecated property" thus also includes the following
property:
(a) the proceeds of any sale, lease or other disposition
of the property described in paragraph 1 or in
Schedule B, any debt resulting from such sale, lease
or other disposition, as well as any property
acquired to replace the hypothecated property (it
being understood that this clause
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shall not be construed so as to permit the Grantor
to dispose of the hypothecated property in violation
of the provisions hereof);
(b) any insurance or expropriation indemnity payable in
respect of the hypothecated property;
(c) any rights attached to the hypothecated property, as
well as the fruits and revenues produced thereby;
(d) where the property described in paragraph 1 or in
Schedule B includes shares or securities, all shares
and securities issued in replacement of these shares
or securities;
(e) all deeds, documents, registers, invoices and books
of account evidencing the hypothecated property or
relating thereto.
II OBLIGATIONS SECURED
This hypothec and security interest are granted to secure:
(a) all the obligations of the Grantor to the Bank
arising from credit facilities granted by the Bank
to Regal Greetings & Gifts Corporation in the amount
of Fifty Million Dollars ($50,000,000) as well as
from any renewal or replacement of same and all
increases or other amendments thereto. The credit
facilities have been and will be availed of in the
manner agreed upon between the Grantor and the Bank;
and
(b) all obligations of the Grantor to the Bank arising
from one or more guarantees executed in favour of
the Bank, as well as from any guarantee(s),
renewing, amending or replacing same, whereby the
Grantor has guaranteed to and in favour of the Bank
the payment and fulfilment of all obligations and
indebtedness of Regal Greetings & Gifts Corporation
present and future, direct and indirect, up to the
amount, if any, specified in the guarantee(s); and
(c) all other present and future, direct and indirect,
obligations of the Grantor to the Bank.
DECLARATIONS
The Grantor declares and warrants the following:
1. The Grantor owns the hypothecated property free and clear
of all rights, hypothecs and security interests other than
those which have been disclosed by the Grantor to the Bank
in writing.
2. The hypothecated property will be kept at the locations in
the Province of Quebec, specified in section "A" of the
attached Schedule A.
3. The hypothecated property which is not situated in the
Province of Quebec is described in section "B" of the
attached Schedule A.
4. The hypothecated property is not intended to be used in
more than one province or country, except for the property
described in section "C" of the attached Schedule A.
5. The Grantor's head office (or his/her domicile, if the
Grantor is an individual) is located at the following
address:
45 Hazelton Avenue
Toronto Ontario
M5R 2E8
IV COVENANTS
1. The Grantor will inform the Bank without delay of any
change to the Grantor's name or to the content of the
declarations made in Article III.
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2. The Grantor will pay when due all duties, fees, taxes and
charges relating to the hypothecated property, as well as
any debt which could rank prior to the hypothec and
security interest constituted herein. On request, the
Grantor shall furnish to the Bank evidence that the
payments contemplated by this paragraph have been made.
3. The Grantor will insure the hypothecated property with an
insurer acceptable to the Bank and keep it constantly
insured for its full insurable value against damage caused
by theft, fire and all other risks that a prudent
administrator would insure the property against. The Bank
is hereby designated as the beneficiary of the indemnities
payable by virtue of these policies and the Grantor shall
cause such designation to be inscribed in the policies. The
Grantor shall provide the Bank with a copy of each policy
and, at least thirty (30) days prior to the expiration or
cancellation of a policy, evidence of its renewal or its
replacement thereof.
4. The Grantor shall do any act and sign all documents
necessary for the hypothec and security interest
constituted herein to have full effect and be constantly
set up against third parties.
5. The Grantor shall protect, use and maintain the
hypothecated property and exercise its activities in a
manner to preserve its value. The Grantor shall conform to
the requirements of all laws and regulations applicable to
the carrying on of its enterprise and to the holding of the
hypothecated property, including environmental laws and
regulations.
6. The Grantor shall keep all books and accounts that a
prudent administrator would keep with respect to the
hypothecated property and shall permit the Bank to examine
and obtain copies of same.
7. The Grantor shall keep the hypothecated property free of
all rights, hypothecs and security interests, save those
consented to in writing by the Bank.
8. The Grantor shall not dispose of the hypothecated property
or lease same, unless the Bank consents thereto in writing.
However, the Grantor may, if there is no default herein,
sell or lease its inventory in the ordinary course of its
business.
9. The Grantor shall not change the use, purpose or nature of
the hypothecated property or remove the hypothecated
property from its present location, unless the Bank
consents thereto in writing. If the Grantor is a
corporation, the Grantor shall not amalgamate or merge with
another entity or commence winding-up proceedings, without
the written consent of the Bank.
10. The Grantor shall furnish to the Bank all information that
the Bank could reasonably require with respect to the
hypothecated property or to verify if the Grantor is
conforming to its covenants and obligations contained
herein. The Grantor shall inform the Bank of any fact or
event which could adversely affect the value of the
hypothecated property or the financial condition of the
Grantor.
11. The Grantor shall pay all costs related to this hypothec,
including the costs incurred to perfect the rights of the
Bank herein.
12. The Grantor shall reimburse the Bank for all costs and
charges incurred by the latter to exercise its rights or to
fulfill the obligations of the Grantor, with interest at
the prime lending rate of the Bank plus 3% per annum. This
hypothec and security interest created herein shall also
secure repayment of these costs and charges as well as
payment of interest.
V RIGHTS OF THE BANK
1. The Bank may from time to time, at the Grantor's expense,
inspect the hypothecated property or have it appraised. The
Grantor shall permit the Bank to have access to the
premises where the hypothecated property is located, as
well as to the Grantor's place of business. The Grantor
shall also permit the Bank to examine all books of account
and documents relating to the hypothecated property and
obtain copies thereof.
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2. The Bank may, without being bound to do so, fulfill any or
all of the obligations of the Grantor herein.
3. The Grantor may collect all claims, debts and rights
forming part of the hypothecated property as long as the
Bank has not withdrawn its authorization to do so. The
Grantor shall however remit all sums collected to the Bank
unless the Bank authorizes the Grantor to keep such sums.
If the Bank withdraws this authorization, it may then
collect debts, claims and rights of action. It shall then
be entitled to a reasonable commission for this collection,
which may be deducted from any sum collected.
4. Where the hypothecated property includes shares or
securities, the Bank or its nominee may, without being
bound to do so, have itself registered as the holder of
these shares and securities and exercise any right attached
thereto, including any right to vote and any right of
conversion or redemption.
5. In the event that the Bank has the possession of the
hypothecated property, it shall have no obligation to
maintain the use for which the hypothecated property is
normally destined or to make it productive onto continue
its use or operation.
6. The Grantor constitutes the Bank its irrevocable attorney,
with power of substitution, in order to do any act and to
sign any document necessary or useful to the exercise of
the rights conferred on the Bank under this deed.
7. The rights conferred on the Bank under this article V may
be exercised by the Bank before or after default by the
Grantor under the terms of this deed.
VI DEFAULTS AND RECOURSES
1. The Grantor shall be in default in each and every one of
the following events:
(a) If any or all of the obligations secured under this
deed are not paid when due;
(b) If any of the declarations made in article III is
erroneous;
(c) If the Grantor does not fulfil any one of its
obligations herein;
(d) If the Grantor is in default under any other
contract or agreement with the Bank or any other
creditor, or under any other hypothec or security
agreement affecting the hypothecated property;
(e) If the Grantor ceases to carry on its business,
becomes insolvent or bankrupt; or
(f) If any or all of the hypothecated property is seized
or is subject to a legal procedure or a taking of
possession by a creditor, a receiver or any other
person performing similar functions.
2. If the Grantor is in default, the Bank may terminate any
obligation it may have to grant credit or make advances to
the Grantor and it may also declare due all obligations of
the Grantor which are not yet due. If the Grantor is in
default, the Bank may also exercise all recourses conferred
on it by law and may realize its hypothec and security
interest, notably by exercising the hypothecary rights
provided in the Civil Code of Quebec.
3. In order to realize its hypothec and security interest, the
Bank may use, at the expense of the Grantor, the premises
where the hypothecated property is situated, as well as any
other property of the Grantor. Where the hypothecated
property includes debts, claims or rights of action, the
Bank may compromise or transact with the debtors of these
debts or rights of action and may grant releases and
discharges thereto. Where the hypothecated property
includes inventory, the Bank may complete the manufacture
of such inventory and do all things necessary or useful to
its sale.
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VII GENERAL PROVISIONS
1. The prime lending rate of the Bank is a variable per annum
reference rate of interest (as announced and adjusted by
the Bank from time to time) for Canadian dollar loans made
by the Bank in Canada.
2. The hypothec and security interest created herein are in
addition to and not in substitution for any other hypothec
or security held by the Bank.
3. This hypothec and security interest are a continuing
security and shall continue to exist notwithstanding the
payment from time to time, in whole or in part, of any of
the obligations secured by this deed.
4. In each of the events provided in paragraph 1 of article
VI, the Grantor shall be in default by the mere lapse of
time, without the necessity of any notice or demand.
5. If several persons are designated as "Grantor", each such
person shall be individually and collectively (that is
jointly and severally) liable to the Bank for the
fulfillment of the obligations provided in this deed.
6. Any sum collected by the Bank in the exercise of its rights
provided herein or by law may be kept by the Bank, as
hypothecated property, or may be applied to the payment of
the obligations secured by this deed, whether due or not.
The Bank shall have the choice of how any such sum will be
applied.
7. The exercise by the Bank of any recourse under this deed
shall not preclude the Bank from exercising any other
recourse provided herein or by law. All the recourses of
the Bank are cumulative and not alternative. The
non-exercise by the Bank of any of its recourses shall not
constitute a renunciation of the exercise of such recourse
at a later date. The Bank may exercise its recourses herein
without being required to exercise its recourses against
the Grantor or against any other person liable for the
payment of the obligations secured by this deed or to
realize any other security held for the payment of the
secured obligations.
8. The Bank shall be bound only to exercise reasonable care in
the exercise of its rights and fulfillment of its
obligations and, in any event, it shall only be liable for
its intentional fault or gross negligence.
9. The Bank may delegate to another person the exercise of its
rights or the accomplishment of its obligations resulting
herefrom. In such a case, the Bank may provide to this
person any information it may have concerning the Grantor
or the hypothecated property.
10. The rights conferred on the Bank herein shall benefit any
successor of the Bank, including any entity resulting from
the amalgamation of the Bank with any other entity.
11. If any provision hereof is determined to be void or
unenforceable in whole or in part, it shall be deemed not
to affect or impair any other provision hereof.
12. Any notice to the Grantor may be given at the address
indicated below or any other address indicated in writing
by the Grantor to the Bank.
13. This deed shall be governed and interpreted by the law in
force in the Province of Quebec.
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14. The parties hereto have expressly agreed that this deed
be executed in the English language. Les parties ont
expressement convenu que la presente convention soit
redigee en anglais.
SIGNED AT Toronto, on the day, month and year firstly above
written.
Grantor: MDC REGAL INC.
Per:
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Witness Authorized Signing
Officer
45 Hazelton Avenue
Toronto, Ontario
M5R 2E8
The Bank of Nova Scotia
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Authorized Signing
Officer
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SCHEDULE A TO THE HYPOTHEC ON MOVABLE PROPERTY DATED
December 14, 2001
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BETWEEN THE BANK OF NOVA SCOTIA AND THE UNDERSIGNED GRANTOR
A - Description and location of hypothecated property in the
Province of Quebec:
All locations and all assets of Grantor located in the Province of
Quebec.
B - Description and location of the hypothecated property not
situated in the Province of Quebec:
All locations and all assets of Grantor in Canada.
C - Description of the hypothecated property intended to be used
in more than one province or country:
This schedule forms an integral part of the Hypothec on Movable
Property.
MDC Regal Inc.
Per:
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Witness Authorized Signing Officer
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Witness Signature
The Bank of Nova Scotia
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Authorized Signing Officer
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SCHEDULE B TO THE HYPOTHEC ON MOVABLE PROPERTY DATED
December 14, 2001
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BETWEEN THE BANK OF NOVA SCOTIA AND THE UNDERSIGNED GRANTOR
Description of property for article 1 Hypothec, paragraph 1 (e):
All present and after acquired personal property.
This schedule forms an integral part of the Hypothec on Movable
Property.
MDC REGAL INC.
Per:
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Witness Authorized Signing Officer
The Bank of Nova Scotia
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Authorized Signing Officer