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The Lenders Agreement is a fundamental document used in Saudi Arabian financing transactions to establish and govern the relationship between financial institutions and borrowers. It is essential for any significant financing arrangement in Saudi Arabia, whether for corporate financing, project finance, or major acquisitions. The agreement must comply with Saudi law and Shariah principles, particularly avoiding conventional interest (riba) structures. It includes detailed provisions for facility terms, profit calculations, security arrangements, and enforcement mechanisms, all structured to meet SAMA requirements and Banking Control Law regulations. The document is particularly critical in the Saudi Arabian context due to the need to balance international financing practices with local regulatory requirements and Islamic financing principles.

1. Parties: Identification of the lender(s), borrower(s), and any other relevant parties including their full legal names, commercial registration numbers, and authorized representatives

2. Background: Context of the financing arrangement, purpose of the facility, and confirmation of Shariah compliance

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement, including Arabic terms where relevant, and rules of interpretation

4. Facility Details: Description of the financing facility, amount, purpose, and Shariah-compliant profit structure

5. Conditions Precedent: Prerequisites that must be satisfied before the facility becomes available

6. Drawdown Mechanics: Procedures and requirements for utilizing the facility

7. Payment Provisions: Payment obligations, profit calculations, and payment mechanics in compliance with Shariah principles

8. Representations and Warranties: Statements of fact and assurances given by the borrower

9. Covenants: Positive and negative undertakings of the borrower

10. Events of Default: Circumstances constituting default and consequences thereof

11. Security: Details of security arrangements and guarantees

12. Changes to Parties: Rules regarding assignments, transfers, and changes to lenders or borrower

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Confirmation of Saudi law governance and jurisdiction of Saudi courts