A Credit Facility & Revolving Line Agreement defines the terms for ongoing credit access between borrower and lender. This playbook reviews financial covenants, interest structures, and default remedies.
Why This Matters: Ambiguous or overly restrictive covenants can cause inadvertent defaults and disputes. Balanced covenants help manage performance risk while preserving operational flexibility.
Negotiation strategy
If you're the Lender:
The Borrower should negotiate for covenants that allow operational flexibility and include carve-outs for routine business activities. Ensure compliance parameters are realistic and achievable.
If you're the Borrower:
The Lender should ensure covenants are clear and enforceable, focusing on risk management. Include sunset provisions to adjust or terminate covenants as needed.
Essential elements
1
Affirmative Covenants
Obligations to perform specific actions.
2
Negative Covenants
Restrictions on certain activities.
3
Sunset Provisions
Conditions for covenant termination.
Action framework
ACCEPT
Propose edits when covenants are unclear or overly restrictive, ensuring alignment with business objectives.
EDIT
Reject covenants that impose undue restrictions or lack necessary carve-outs.
ADD
Add covenants when absent to manage performance risk and prevent disputes.
PRO TIP
Include carve-outs and sunset provisions to accommodate business needs and changes in financial conditions.
Example clauses
FAVORABLE
Preferred Affirmative Covenant
"The Borrower shall comply with all applicable laws, rules, regulations, and orders of any governmental authority having jurisdiction over the Borrower or its business operations."
NEUTRAL
Standard Compliance Clause
"The Borrower shall maintain compliance with industry standards as applicable."
UNFAVORABLE
Overly Restrictive Covenant
"The Borrower shall not engage in any new business activities without prior written consent from the Lender."
Fallbacks
High-Risk Projects
In high-risk projects, covenants should be more stringent to mitigate potential losses, with clear metrics for performance evaluation.
Start-Up Ventures
For start-ups, covenants should allow greater flexibility to accommodate growth and innovation, with periodic reviews.
Financial Condition Changes
Flexibility in covenants is necessary to accommodate changes in the Borrower's financial condition, preventing undue restrictions or defaults.
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