An Unsecured Loan Agreement establishes credit terms without collateral, relying on borrower creditworthiness. This playbook focuses on interest provisions, representations, and remedies for nonpayment.
Why This Matters: Covenant breaches often lead to defaults and erosion of lender confidence. Clear, achievable undertakings help avoid unintended defaults and maintain operational flexibility.
Negotiation strategy
If you're the Lender:
Ensure covenants are realistic and align with your financial projections. Negotiate for flexible terms that allow for operational adjustments without breaching covenants.
If you're the Borrower:
Focus on covenants that provide transparency and risk mitigation. Insist on regular reporting and financial maintenance to safeguard your interests.
Essential elements
1
Financial Maintenance
Maintain specific financial ratios.
2
Reporting Obligations
Deliver regular financial statements.
3
Debt Restrictions
Limit additional indebtedness.
Action framework
ACCEPT
Propose edits when covenants are too restrictive or misaligned with business operations.
EDIT
Reject clauses that impose unrealistic financial burdens or hinder necessary business activities.
ADD
Add language to address market volatility or specific business needs.
PRO TIP
Regularly review covenants to ensure they remain aligned with your business strategy and market conditions.
Example clauses
FAVORABLE
Preferred Financial Maintenance Covenant
"The Borrower shall maintain at all times a minimum Current Ratio of 1.25:1, calculated as Current Assets divided by Current Liabilities, as determined in accordance with generally accepted accounting principles."
NEUTRAL
Standard Negative Covenant
"The Borrower shall not incur, assume, or permit to exist any indebtedness other than the indebtedness under this Agreement, except for indebtedness incurred in the ordinary course of business not exceeding $100,000 in aggregate at any time."
UNFAVORABLE
Overly Restrictive Debt Covenant
"The Borrower shall not incur any additional debt under any circumstances, regardless of business needs or opportunities."
Fallbacks
Financial Covenants in Volatile Markets
In volatile markets, adjust financial covenants to incorporate variable thresholds or additional reporting requirements to account for market conditions.
High-Growth Companies
For high-growth companies, ensure covenants allow for necessary capital expenditures and expansion activities without triggering defaults.
Startups with Unpredictable Cash Flows
Startups may require more lenient covenants with longer cure periods to accommodate fluctuating cash flows and business model pivots.
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WEEK 2
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WEEK 3
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WEEK 4
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