Bank Support. Within ten (10) Business Days after the Effective Date, the Bank will designate one of its employees as the “
Bank Support. The appointment of the Administrators on 7 December 2004 was made by the directors of each of the entities in the ION Administration Group after the financial institutions who were parties to the Multi Option Facility Agreement (the "MOFA Lenders") indicated on 6 December 2004 that they would not agree to a request for accelerated funding. The events in the banking relationship leading up to this climax are summarised as follows. ▪ In April 2004, ION Limited recognised a need to increase its senior debt facilities to finance its operations and its expansion. It appointed corporate finance firm, Xxxxx Xxxxxx, as its advisor with a mandate to design, arrange and syndicate the finance to the markets. ▪ On 28 May 2004 ION Limited issued an Information Memorandum (“May IM”) to its existing bankers and other banks. The May IM sought $380 million in facilities on a negative pledge (unsecured) basis to refinance existing debt and support expansion at the Albury, Altona and the ION US operations. ▪ The forecasts in the May IM were substantially based on the information prepared to support the announcement issued to the ASX on 27 April 2004 entitled “ION Earnings and Investment Guidance” (the "April Statement”). ▪ KPMG Forensic’s investigations found evidence of significant reservations amongst ION Consolidated Group operational and financial personnel as to the reliability of the forecasts in the April Statement (which then were adopted in the May IM). For example: - Site management were told that they had 5 days to complete detailed forecasts and they had concerns about the reliability of the forecasts submitted because of lack of time to prepare and conduct necessary due diligence; - ION Consolidated Group management were advised by site personnel that such demands were impossible, in particular for Albury - “Albury is so variable that a forecast for any planning purposes … is not possible until end of April or early May”; - Whilst the CFO, Xx Xxxxx, advised that the forecasts were reviewed by several members of management, one of those reviewers could not recall conducting such a review; - Xx Xxxxx now says that the forecasts were not as accurate as initially thought and has acknowledged that “clearly there were some issues with the transmissions that we didn’t know about, and South Australia”. ▪ Xxxxx Xxxxxx stated in correspondence dated 22 July 2004 that the approach to the May IM was to “deliberately minimise the information disclosure … to prevent undue lea...
Bank Support. The ION Consolidated Group entered into the MOFA with the MOFA Lenders on 16 September 2004. It also had a facility from CBA for the Altona project, a set off facility from Westpac for its day to day trading and lease facilities from a number of banks and financiers. However, on 6 December 2004 having considered MCN+’s report and in view of concerns regarding the ION Administration Group’s future solvency and current and anticipated breaches in the facility covenants, the MOFA Lenders were not prepared to agree to a request for accelerated funding. Until that time, the ION Administration Group was paying its debts as and when they fell due. In summary, the key indicators of insolvency above reveal that the ION Administration Group experienced a decline in trading performance prior to the Administrators’ appointment (attributable to certain entities) and liquidity was deteriorating. However, this alone does not indicate insolvency prior to the appointment of the Administrators on 7 December 2004. The availability of bank funding up to 6 December 2004 to meet debts payable up to that date is significant evidence of solvency. As soon as it was apparent that ▪ accelerated funding under the MOFA would not be forthcoming; ▪ the MOFA facility limit would in any event be inadequate in the medium term; and ▪ there was no prospect of raising other capital or debt in the short term, the directors of each of the entities in the ION Administration Group, having taken advice from a lawyer with insolvency expertise, took action to stop incurring debt by appointing the Administrators. As a result of the above findings, the Administrators are of the opinion that it is unlikely that the ION Administration Group was insolvent at a date prior to 7 December 2004. Given this conclusion, as discussed further below, there is little prospect of recoveries from actions which are only available to a liquidator.
Bank Support. Bank shall, at no cost to Company, provide all of the personnel, management, management information systems, facilities and other infrastructure and corporate resources that are reasonably necessary in connection with the development, maintenance and operation of the Program, including the provision of the Bank Program Team described in Section 4.1.2(b). Additionally, Bank shall, at no cost to Company, provide [***]. Upon Company’s request, Bank shall consult with Company concerning any material changes to Program staffing strategies or resource allocation, including use of shared resources.
Bank Support. Bank shall provide a single point of contact for Retailer with respect to all Program marketing and promotional matters. Subject to Applicable Law, Bank shall provide Retailer with reasonable access to (i) real-time Cardholder information necessary to address customer inquiries, research transactions and resolve Chargebacks and/or disputes and (ii) analytic tools, market research and marketing support services.
Bank Support. The Seller shall have delivered a bank letter of credit or bank guarantee as provided in Section 6.2(a) hereof.
