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What Are Loan Covenants?
A covenant is simply a fancy term for the word ‘promise’. Banks include covenants in their loan agreements to preserve their position as the lender and to improve the likelihood a loan will be paid back by the business owner/borrower on time, in full, and in accordance with the loan’s terms and conditions.
Loan Covenants spell out exactly what the business owner agrees to do with respect to the business’ capital structure during the term of the loan or business line of credit. These promises made by business owners can vary and most loan documents have some, but not necessarily all of the loan covenant examples defined in this post.
Knowing what to expect when you apply for bank financing and ultimately sign a lender’s loan document will help a business owner be well-prepared before and during the term of the loan.
Types of Loan Covenants
Bank loan agreements may include three types of loan covenants. These include: Affirmative Loan Covenants, Negative Loan Covenants, and Financial Loan Covenants.
Affirmative Loan Covenants
An affirmative loan covenant is used to remind the borrower they should be doing certain activities to maintain the financial health and well-being of the business.
Affirmative Loan Covenants Examples Include:
- Requirement to pay all business and employment-related taxes
- Requirement to maintain current financial records and to deliver to the lender for review certain types of reports such as a Certified Public Accountant’s Compiled, Reviewed or Audited financial statement each year.
- Requirement to maintain adequate insurance policies for the business and possibly include the lender as a separately named ‘additional insured’ party
- Requirement to maintain the business entity in good standing with the state where it is formed
Negative Loan Covenants
A negative loan covenant is used to create boundaries for the company and its owners. Such boundaries are usually related to financial and ownership matters.
Lenders may include negative loan covenants which require the business owner to seek the bank’s permission to take certain actions as such actions may change the business’ capital structure. Such requirements to obtain the lender’s permission may seem as if the business owner must ask “Mother, may I?…” and often are not evident to the business owner until many months, or even years, after the loan has been obtained.
Negative Loan Covenants Examples Include:
- Limiting the total amount of indebtedness for the business and/or shareholders
- Restriction on or forbidding distributions and/or dividends paid to shareholders
- Restriction on or forbidding management fees paid to related parties
- Prevention of a merger or acquisition without the lender’s permission
- Prevention of investment in capital equipment, real estate, or other businesses without the lender’s permission
- Prevention of the sale of assets without the lender’s permission
- Maintenance of a specific or targeted Debt Service Coverage Ratio
Financial Covenants in Loan Agreements
Financial loan covenants are used to measure how closely the business performs against the financial projections provided by the business owner, CFO, or management. Certain financial loan covenants may be used to restrict the amount of credit the business can access from its line of credit.
Financial Covenants Examples Include:
- Current Ratio (Current Assets divided by Current Liabilities
- Borrowing Base Calculation where a defined maximum percentage is applied against the business’ eligible Accounts Receivable to determine how high a Line of Credit may be drawn.
Breach of Loan Covenants
In the event the business owner violates one or more of the loan covenants, the lender may dole out a number of consequences as it sees fit. Depending on the offense, your lender may simply voluntarily create a waiver to accommodate the issue. For example, if you forget to submit your financial statements on time, they may simply extend the deadline.
However, in the event of a more serious violation (like taking out another loan without your lender’s permission), your lender may have the right to suspend its loan, demand early repayment, seize the assets you pledged as collateral, halt any additional lending to you, or initiate legal action.
And in most cases, lenders will charge additional fees to cover their additional costs when a loan covenant has been broken by the borrower. These fees can be very costly. These breach of contract fees are defined in the loan or line of credit agreement in the fine print.
Business owners should note that even an unintentional violation of a loan covenant may become a serious matter. Some banks automatically turn their business accounts in violation of a bank covenant over to the Workout or Special Assets Group for resolution. Should this happen, a business owner may be forced to find an alternative source of business capital to grow their business.
Are Bank Loan Covenants Negotiable?
Absolutely yes! Loan covenants are negotiable between the bank and the business owner when the bank or lender offers a borrower a loan and defines its proposed terms in the form of a Letter of Interest.
Although a lender’s Letter of Interest or credit facility proposal is not binding on the part of the lender, it does serve as a good place for a business owner to begin to understand how the lender intends to impose loan covenants on the business owner. It’s always best to understand loan covenants before agreeing to accept a lender’s business loan.
Hello, glad to have found your site. Owners of a condominium association found a posted document (available to all in our community). The document is a prepared review (not an audit) by a legal accounting firm, by a CPA in 2022 There is a notation in this report that our business loan covenants require we use GAAP accepted accounting methods, (at the time of this report-we’re using modified cash basis method). The notation states we are in violation of the loan covenants and the lender can ask for entire amount of loan apart from agreed upon repayment terms since we are in violation.
If our HOA still doesn’t keep financial records using accepted GAAP accounting methods, does this mean the lender doesn’t know, or that they aren’t choosing to hold us accountable? Because there are no subsequent annual reports available to homeowners showing we are in compliance now or became compliant, it is difficult to know. An inquiry has been made to the board of directors for their input. What do we homeowners need to know or ask about to stay informed about this issue? Most of us are not well versed in accounting or business loans.
Hi Janel,
The CPA firm that prepared the Review report for the HOA is required to disclose any existing breaches of a loan covenant in the loan agreement.
Since the financial statements were not prepared on a GAAP basis of accounting, that’s technically a breach.
The lender may have read the Review report and simply ignored the breach. They can do that. They also can choose to enforce the terms of the loan agreement.
If I were an owner and part of the HOA, I’d ask the management to ensure the current year’s financial statements are prepared on the GAAP basis of accounting. If they don’t agree to do so, then I’d ask the HOA management to request a waiver on this specific loan covenant.
Hope this helps…
I have a loan covenant that that requires that I maintain $2,000,000 of life insurance with collateral assignment to the lender during the life of the loan. It is term insurance, so their is no cash value. It is only there to payoff the balance of the loan in the event that I die. This 10 yr (level term) policy is about to renew and the new rates are 8-10 times higher. I would like to have the lender remove the covenant. Any thoughts or suggestions on how I could convince them to do so?
Hi Dan,
It’s been my experience working with business owners and their bankers that loan covenants are negotiable.
If you’ve had the loan in place with this collateral for ten years and you’ve been making your loan payments required by the bank, you’ve got a great track record and reason to negotiate.
Banks typically use Debt Service Coverage Ratios as a loan covenant which wouldn’t cost you anything. If that’s not part of your existing loan document, you may want to ask this be exchanged for the life insurance policy.
Using a DSCR can be tricky, so make certain you know exactly how it works before you propose one!
Hope this helps a bit…
what are the examples of financial and non-financial covenants
Hi Walter,
A few financial covenant examples are included in this post.
A non-financial covenant example would be something such as a lender’s requirement that prohibits the borrower from selling the business or the majority of its assets without the express written permission of the lender.
I call this a ‘Mother, May I Please’ clause and it can be problematic when selling a business!
All the best…
Is it legal for a bank to require us, in a covenant, to move the business accounts over to the bank that is lending us money to buy a building for our business?
Hi Laura,
I do not know whether a bank proposing you to lend money on the premise that you move your bank deposit accounts to them is prohibited by law. Typically, the lending proposals I’ve been made aware of do not define this as a requirement. Instead, it’s a suggestion.
I want to start my own business. What advise can you offer me in order not to involve myself in basic but wrong decisions?
Amos
Good morning Amos,
Here’s a post on startups many have told me was very helpful.
All the best…