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1. Parties: Identifies all parties to the agreement including the Senior Creditor(s), Subordinated Creditor(s), and the Debtor
2. Background: Explains the context of the existing loans and the purpose of the subordination arrangement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Subordination: Core section establishing the subordination of the junior debt to the senior debt
5. Sharia Compliance Declaration: Confirms the agreement's compliance with Islamic finance principles
6. Payments and Treatment of Subordinated Debt: Details how payments on the subordinated debt are restricted
7. Turnover of Proceeds: Procedures for handling any payments received in violation of the subordination
8. Restrictions on Subordinated Creditor: Limitations on the subordinated creditor's actions regarding their debt
9. Senior Creditor Rights: Outlines the rights and powers of the senior creditor
10. Representations and Warranties: Standard declarations by all parties about their capacity and authority
11. Undertakings: Ongoing commitments by the parties
12. Duration and Termination: Period of subordination and circumstances for termination
13. Governing Law and Jurisdiction: Specifies Saudi law as governing law and relevant courts
1. Security Provisions: Include when the subordination relates to secured obligations
2. Permitted Payments: Include when certain payments to subordinated creditors are allowed under specific conditions
3. Additional Creditor Accession: Include when new creditors may join the arrangement in the future
4. Bankruptcy and Insolvency Provisions: Include detailed insolvency procedures when dealing with sophisticated parties
5. Inter-creditor Provisions: Include when multiple creditors exist at the same level
6. Assignment and Transfer: Include when parties want flexibility to transfer their rights
7. Costs and Expenses: Include when there's a need to specify who bears various costs
1. Schedule 1 - Existing Senior Debt: Details of all senior debt facilities including amounts and key terms
2. Schedule 2 - Existing Subordinated Debt: Details of all subordinated debt facilities including amounts and key terms
3. Schedule 3 - Form of Accession Deed: Standard form for new creditors to join the agreement
4. Schedule 4 - Payment Conditions: Detailed conditions under which payments to subordinated creditors may be permitted
5. Schedule 5 - Notice Details: Contact information for all parties for formal notices
6. Appendix A - Sharia Board Approval: Documentation of Sharia board review and approval
7. Appendix B - Corporate Authorizations: Copies of relevant corporate approvals and authorizations
Banking & Financial Services
Real Estate & Construction
Manufacturing & Industrial
Energy & Resources
Infrastructure
Healthcare
Retail & Consumer
Technology & Communications
Transport & Logistics
Islamic Finance
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Finance
Credit
Islamic Finance
Transaction Management
Investment
Chief Financial Officer
Finance Director
Legal Counsel
Sharia Compliance Officer
Treasury Manager
Credit Risk Manager
Corporate Finance Manager
Investment Director
Restructuring Officer
Banking Relationship Manager
Financial Controller
Legal Director
Debt Finance Manager
Transaction Manager
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