BF_T2_Photo_Perfect_| X Microsoft Word - BF T X BF T2 security agreem x CC205 Finance and Se X Microsoft Word - BF T X Inbox X B 19m:19s - FreeBitco.ir X + X C o warehouse.collaw.edu.au/file/30c68cab-f861-44fb-b150-1c3b74b4ced1/1/BF_T2_Photo_Perfect_Ezi_Finance%20ALL%20STATES%202018_10_15.pdf R BF_T2_Photo_Perfect_Ezi_Finance ALL STATES 2018_10_15.pdf 2 / 4 144% + I attach a file note in this matter. Today I took initial instructions from Heidi Thompson on behalf of Photo Perfect Pty Ltd ('Photo Perfect') and I promised her detailed legal advice as soon as possible. Photo Perfect manufactures and sells customised photo gifts for individual and corporate clients. It has a website where customers can upload their own images and order custom printed products such as photo album, cards, canvas and wall art, calendar, mugs, mobile phone and tablet cases and t-shirts. Photo Perfect is looking to increase its printing equipment and has sought a loan of $300,000 from Ezi Loans Limited ('Ezi Loans') to assist with this. The details of the transaction are in the attached file note. In preparation for my next meeting with Heidi, once you have analysed the facts, please research the four issues below and prepare a PowerPoint setting out your analysis. I would also like you to present to the PowerPoint at our next Banking and Finance practice group meeting as I think some of the issues here will be of interest to other lawyers. The four issues are: 1. consider the type(s) of credit that might be offered by Ezi Loans to finance the additional equipment sought by Photo Perfect and explain their key features; 2. what security might Ezi Loans seek, including any guarantees and how will it ensure the security is effective? Is there any competing security interest? 3. Ezi Loans will make some enquiries and searches if finance to Photo Perfect goes ahead. Please explain: 15 .C ENG 4:34 PM Mostly cloudy OLDem US 7/07/2022BF_T2_Photo_Perfect_| X Microsoft Word - BF T X BF T2 security agreem x CC205 Finance and Se X Microsoft Word - BFT X Inbox X B 19m:14s - FreeBitco.ir X + X > C A warehouse.collaw.edu.au/file/30c68cab-f861-44fb-b150-1c3b74b4ced1/1/BF_T2_Photo_Perfect_Ezi_Finance%20ALL%20STATES%202018_10_15.pdf R BF_T2_Photo_Perfect_Ezi_Finance ALL STATES 2018_10_15.pdf 2 / 4 144% + 3. Ezi Loans will make some enquiries and searches if finance to Photo Perfect goes ahead. Please explain: (a) why it will make the enquiries and searches; (b) what enquiries and searches it will make; (c) in relation to whom and what assets will those enquiries and searches be conducted; and (d) when will it make them; and 4. what legislation may apply to the proposed finance to Photo Perfect? Thank you Cristina Law BF T2 Photo Perfect Ezi Finance ALL STATES 2018_10_15 Page 2 of 4 The College of Law Limited 15 .C O ENG 4:34 PM Mostly cloudy US 7/07/2022BF_T2_Photo_Perfect_| X Microsoft Word - BF T X BF T2 security agreem x CC205 Finance and Se X Microsoft Word - BF T X Inbox X B 19m:11s - FreeBitco.ir X + X > C a warehouse.collaw.edu.au/file/30c68cab-f861-44fb-b150-1c3b74b4ced1/1/BF_T2_Photo_Perfect_Ezi_Finance%20ALL%20STATES%202018_10_15.pdf R BF_T2_Photo_Perfect_Ezi_Finance ALL STATES 2018_10_15.pdf 3 / 4 144% + File Note Heidi Thompson is the CEO of Photo Perfect Pty Lid (ABN 11 234 568 290) ('Photo Perfect'). Heidi started Photo Perfect on her own about 10 years ago and the business has steadily grown over the years. About 12 months ago, Photo Perfect acquired a graphics design business called Image Graphics to add graphic design capabilities to its business. The idea is to provide graphics design services online where customers can submit their ideas and existing photos and images and a Photo Perfect designer can come up with designs that fits the customer's brief. The value-added images are then printed on various products to produce personalised stationery, gifts, memorabilia or corporate merchandise. Bernadette De Silva, the founder of Image Graphics, accepted a cash payment and shares in 30% of Photo Perfect as consideration for selling her graphics design business. Heidi owns the other 70% of Photo Perfect. Both of them are directors of Photo Perfect. The graphics design arm is indeed generating growth for Photo Perfect's printing business and Heidi decided that it is now a good time to upgrade the printing equipment to improve the print quality and deal with increasing demand. Heidi has negotiated a deal with equipment supplier Felix Prints Pty Limited ('Felix Prints') for three new print machines that will cost $400,000 in total. Felix Prints will accept payment of, $300,000 upfront, $2,000 per month for 36 months and a final balloon payment of $28,000 at the end of 36 months. Felix Prints requires Photo Perfect to sign a conditional sale agreement, which provides that the three machines are to be sold to Photo Perfect on the condition that Felix Prints will retain title to the machines until all payments are made. 15 .C ENG 4:34 PM Mostly cloudy US 7/07/2022BF_T2_Photo_Perfect_| X Microsoft Word - BF T X BF T2 security agreem x CC205 Finance and Se X Microsoft Word - BF T X Inbox x B 19m:7s - FreeBitco.in X + X C o warehouse.collaw.edu.au/file/30c68cab-f861-44fb-b150-1c3b74b4ced1/1/BF_T2_Photo_Perfect_Ezi_Finance%20ALL%20STATES%202018_10_15.pdf R BF_T2_Photo_Perfect_Ezi_Finance ALL STATES 2018_10_15.pdf 3 / 4 144% + Heidi has negotiated a deal with equipment supplier Felix Prints Pty Limited ('Felix Prints') for three new print machines that will cost $400,000 in total. Felix Prints will accept payment of, $300,000 upfront, $2,000 per month for 36 months and a final balloon payment of $28,000 at the end of 36 months. Felix Prints requires Photo Perfect to sign a conditional sale agreement, which provides that the three machines are to be sold to Photo Perfect on the condition that Felix Prints will retain title to the machines until all payments are made. Photo Perfect would like to borrow $300,000 from Ezi Loans Limited (ABN 12 321 231 400) (Australian Credit Licence 337206) ('Ezi Loans') to fund the upfront payment. Photo Perfect would like to repay the loan over seven years, ideally with an interest only period for the first year in case there are any teething issues with the new equipment, which may cause a dip in revenue. I am aware that Ezi Loans is a well-known lender to small to medium sized businesses and it has standardised lending products that offer very competitive terms and interest rates. Heidi has received verbal assurance from Ezi Loans that it will lend to Photo Perfect but Heidi is still awaiting the loan proposal and draft loan contract, which I anticipate will be in a standard form. The consultant from Ezi Loans has asked Heidi to think about the security that Photo Perfect can offer. The consultant told Heidi that Ezi Loans would definitely be taking security over the new printing machines, however there is the supplier Felix Prints interest and he suspects that additional security may be required. The security requirement will be set out in the loan proposal to be received in due course but Heidi would like some advice on her options in order to negotiate the security requirement. 15 .C ENG 4:34 PM Mostly cloudy US 7/07/2022BF_T2_Photo_Perfect_| X Microsoft Word - BF T X BF T2 security agreem x CC205 Finance and Se X Microsoft Word - BF T X Inbox X B 19m:2s - FreeBitco.in X + X > C o warehouse.collaw.edu.au/file/30c68cab-f861-44fb-b150-1c3b74b4ced1/1/BF_T2_Photo_Perfect_Ezi_Finance%20ALL%20STATES%202018_10_15.pdf R BF_T2_Photo_Perfect_Ezi_Finance ALL STATES 2018_10_15.pdf 4 / 4 144% + Heidi said after the equipment purchase, in addition to the new printing machines, Photo Perfect has another digital printer, two other printing machines for stationery, and some smaller print equipment for printing mugs and tablet cases. It also has significant graphic BF T2 Photo Perfect Ezi Finance ALL STATES 2018_10_15 Page 3 of 4 The College of Law Limited n The College of Law design software and computers. Photo Perfect has 8 employees and has a long term lease in an industrial park in Chullora, [your State]. Photo Perfect's turnover varies greatly over the year. In the busy months (e.g. in the lead up to Christmas, Valentine's Day, Mother's Day and Father's Day), the monthly turnover can be 5 times higher than the quieter months. Heidi is single and lives in her own apartment that is not mortgaged and owns a car. Bernadette jointly owns her family home with her partner. I am not sure what other assets she has or what she has done with the money she received when she sold Photo Perfect the Image Graphics business. 15 .C OLDer ENG 4:35 PM Mostly cloudy US 7/07/2022