An implied term of good faith in a banking facility agreement requiring the bank to exercise its powers and discretions in good faith does not extend to threats to exercise those powers; such threats may constitute anticipatory breach or the tort of intimidation but are not actual breaches of the implied term. A bank customer's lack of practical alternatives in accepting amended facility terms does not constitute 'special disadvantage' for the purposes of s 51AA of the Trade Practices Act where the customer retains the ability to judge and protect its own financial interests. Financial covenant compliance must be assessed by reference to the accounting periods specified in the facility agreement, and projected non-compliance based on incomplete periods does not constitute an actual breach or a Potential Event of Default.
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