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Senior Facilities Agreement
"I need a Shariah-compliant Senior Facilities Agreement for a SAR 500 million financing to a Saudi manufacturing company, with multiple tranches including a term loan and revolving facility, to be completed by March 2025."
1. Parties: Identification of the finance parties (lenders, facility agent, security agent) and the obligors
2. Background: Purpose of the facility and overview of the transaction structure
3. Definitions and Interpretation: Comprehensive definitions, including Shariah-compliant terminology and interpretation principles
4. The Facilities: Details of the facilities being made available, including nature, purpose, and amounts
5. Purpose: Permitted uses of the facilities and restrictions
6. Conditions Precedent: Conditions to be satisfied before utilization, including Shariah compliance requirements
7. Utilization: Process and requirements for drawing down the facilities
8. Profit Rate and Fees: Profit rate structure (avoiding conventional interest terminology), calculation methods, and payment provisions
9. Payment Mechanics: Payment procedures, currencies, and timing requirements
10. Islamic Finance Provisions: Specific provisions ensuring Shariah compliance
11. Representations and Warranties: Standard and Saudi-specific representations and warranties
12. Information Undertakings: Reporting and information obligations of the obligors
13. Financial Covenants: Financial maintenance and monitoring requirements
14. General Undertakings: Positive and negative covenants applicable to the obligors
15. Events of Default: Default triggers and consequences
16. Changes to Parties: Transfer and assignment provisions
17. Administration: Role and duties of facility agent and other administrative parties
18. Governing Law and Enforcement: Saudi law as governing law and enforcement provisions
19. Language and Counterparts: Language requirements and execution formalities
1. Security Provisions: Required if the facility is secured, detailing security package and enforcement
2. Intercreditor Provisions: Required if multiple classes of creditors are involved
3. Investment Agency Provisions: Required for Islamic facilities structured as investment agency arrangements
4. Commodity Murabaha Provisions: Required if the facility uses a commodity murabaha structure
5. Guarantee Provisions: Required if guarantees are part of the credit support
6. Property Provisions: Required if real estate assets are involved in the financing
7. Tax Provisions: Detailed tax provisions required if cross-border elements exist
8. Regulatory Compliance: Additional regulatory provisions if regulated entities are involved
1. Conditions Precedent: Detailed list of required documents and conditions
2. Form of Utilization Request: Standard form for drawing down facilities
3. Form of Transfer Certificate: Documentation for transfers between lenders
4. Form of Compliance Certificate: Template for periodic compliance certification
5. Form of Accession Deed: Documentation for new parties joining the agreement
6. Financial Covenants Calculations: Detailed methodology for financial covenant calculations
7. Security Documents: Forms of security documentation
8. Existing Security and Financial Indebtedness: Details of permitted existing arrangements
9. Form of Islamic Facility Documents: Standard documentation for Islamic facility structures
10. Payment Instructions: Account and payment details for all parties
11. Form of Shariah Compliance Certificate: Template for confirming ongoing Shariah compliance
12. Contact Details: Administrative and notice information for all parties
Authors
Account Bank
Additional Obligor
Affiliate
Agent
Applicable Law
Authorisation
Authority
Available Commitment
Available Facility
Break Costs
Business Day
Capital Markets Authority
Change of Control
Commodity
Commodity Broker
Commodity Murabaha
Commitment
Compliance Certificate
Confidential Information
Default
Disruption Event
Effective Date
Enforcement Event
Event of Default
Existing Security
Facility
Facility Agent
Facility Documents
Facility Office
Fatwa
Fee Letter
Finance Document
Finance Party
Financial Indebtedness
Financial Statements
Financing Request
Group
Guarantee
Guarantor
Holding Company
Ijarah
Investment Agent
Islamic Facility
Legal Reservation
Lender
Majority Lenders
Material Adverse Effect
Murabaha
Obligor
Original Lender
Parent
Party
Payment Date
Permitted Security
Profit Rate
Profit Period
Prohibited Activity
Purchase Price
Repeating Representations
Representative
SAMA
Sale Contract
Sanctioned Country
Sanctions
Security
Security Agent
Security Document
Shariah
Shariah Board
Shariah Compliance Certificate
Subsidiary
Tax
Total Commitments
Transaction Document
Transfer Certificate
Transfer Date
Unpaid Sum
Utilisation
Utilisation Date
Utilisation Request
VAT
Zakat
Facility Terms
Purpose
Islamic Finance Provisions
Shariah Compliance
Conditions Precedent
Utilization
Repayment
Prepayment
Cancellation
Profit Rate
Fees
Tax
Increased Costs
Payment Mechanics
Set-off
Representations
Information Undertakings
General Undertakings
Financial Covenants
Events of Default
Security
Guarantee
Agency
Assignment and Transfer
Sharing Provisions
Payment Administration
Notices
Calculations
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Process Agent
Language
Severability
Third Party Rights
Banking and Financial Services
Real Estate and Construction
Manufacturing and Industrial
Energy and Utilities
Healthcare
Telecommunications
Transportation and Logistics
Retail and Consumer Goods
Technology
Mining and Natural Resources
Infrastructure Development
Hospitality and Tourism
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Banking
Islamic Banking
Credit
Documentation
Project Finance
Transaction Management
Corporate Finance
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Compliance Officer
Shariah Compliance Manager
Corporate Finance Manager
Investment Banking Director
Credit Risk Manager
Relationship Manager
Transaction Manager
Corporate Banking Head
Islamic Banking Specialist
Senior Finance Lawyer
Documentation Manager
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