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Negative Covenant


Negative covenant is a type of clause commonly found in lending agreements or bond contracts, limiting or prohibiting the borrower from taking specific actions. These restrictions focus on protecting the lender’s interests and preserving the borrower’s creditworthiness. Examples of negative covenants may include limitations on taking on additional debt, asset sales, or making dividend payments.


The phonetic pronunciation of “Negative Covenant” is:ˈnɛɡətɪv ˈkʌvənənt

Key Takeaways

  1. Negative Covenant refers to a legal clause within contracts, primarily in finance, real estate, and corporate financing, which prevents or restricts parties in the contract from engaging in certain activities.
  2. These covenants help protect the interests of the parties involved, such as lenders, bondholders, or investors, by ensuring that actions that might hurt their position are not taken by the other party in the agreement.
  3. Common examples of negative covenants include limitations on borrowing, restrictions on asset sales, or requiring the maintenance of specific financial ratios to ensure the borrower’s financial performance remains stable.


Negative covenants are important in the world of business and finance because they serve as protective measures for lenders or bondholders by restricting certain actions or activities that may unfavorably impact the borrower’s creditworthiness, jeopardize their financial stability, or compromise their ability to repay a loan or a bond. These contractual obligations provide assurance to investors and creditors that the borrower will uphold specific standards, such as not incurring additional debt beyond a certain threshold, not disposing of important assets or not paying excessive dividends, all of which contribute to maintaining a healthy financial position. In essence, negative covenants play a crucial role in safeguarding stakeholders’ interests and fostering trust in the financial markets.


Negative covenants are a vital tool in the world of finance and business, specifically in the context of lending and debt agreements. The primary purpose of negative covenants is to protect the interests of the lender and ensure a stable credit environment by restricting the borrower from undertaking certain actions that may undermine the borrower’s creditworthiness and financial capabilities. These covenants are designed to help lenders manage risk effectively and maintain a sense of control over their investments by monitoring and regulating the borrower’s financial behavior. Negative covenants offer various advantages in the sense that they help both parties in managing risks and preserving value in the business partnership. For borrowers, such covenants may enhance their credit profile and provide a secure relationship with the lender by demonstrating their commitment to ensuring stability in their financial management. For lenders, negative covenants provide a risk-mitigation tool to shield their investment from potential deterioration, thus safeguarding their capital and interests. Overall, negative covenants play a critical role in governing the relationship between borrowers and lenders by establishing benchmarks and boundaries that work to preserve the financial health of both parties involved.


A negative covenant in business/finance refers to a promise or restriction placed in a loan agreement or bond indenture in which a borrower agrees to refrain from certain actions that could adversely affect the lender’s interests. It helps lenders protect their financial interests and maintain the creditworthiness of the borrower. Here are three real-world examples: 1. Limitations on additional debt: A negative covenant may stipulate that the borrower is not allowed to take on additional debt beyond a certain threshold. This limitation is designed to ensure that the borrower can comfortably meet its existing financial obligations, making the repayment of the loan more likely. This was seen in the case of the Canadian oil and gas producer, Encana Corp. (now called Ovintiv Inc.), which was restricted from incurring any additional debt that would cause its debt-to-EBITDA ratio to exceed 3:1. 2. Restrictions on sale of assets: A negative covenant may also prohibit the borrower from selling or disposing of significant assets without the lender’s permission. This ensures that valuable assets required to generate income and repay debts remain within the company. For example, the U.S. telecommunications service provider, Frontier Communications, had a negative covenant in its credit agreement that prevented it from selling assets exceeding a certain value unless the proceeds were reinvested in the business or used to repay the loan. 3. Limitations on dividends and stock repurchases: A third real-world example relates to restrictions imposed on the borrower’s ability to pay dividends, make other distributions to shareholders, or repurchase its own stock. This helps protect the lender by ensuring that the borrower retains sufficient cash to service the debt. A notable instance of this covenant occurred with the healthcare services company, HCA Holdings Inc., whose loan agreement limited the payment of dividends and stock repurchases unless the company met specific financial ratios and conditions.

Frequently Asked Questions(FAQ)

What is a Negative Covenant?
A Negative Covenant refers to a clause in a contract that prohibits the borrower from performing specific actions. It’s commonly found in lending agreements like bonds or loans, outlining activities that contractually the borrower must refrain from doing.
What are some examples of Negative Covenants?
Examples include limitations on the disposal of assets, restrictions on the issuance of additional debts, prohibitions on changes to the core nature of the business, and limitations on the payment of dividends.
What’s the purpose of a Negative Covenant?
The primary purpose is to protect the lender’s interests by limiting or preventing certain risky activities which might harm the borrower’s ability to repay the debt. They’re used as a risk management tool to provide some security to the lender.
What happens if a Negative Covenant is breached?
If a borrower breaches a Negative Covenant, it usually triggers a default on the loan, giving the lender the right to demand immediate repayment of the loan’s outstanding balance or to exercise other remedies as stipulated in the contract.
How does a Negative Covenant differ from a Positive Covenant?
Negative Covenants forbid the borrower from taking certain actions, whereas Positive Covenants outline actions the borrower is obliged to perform like complying with laws, maintaining insurance, or providing periodic reports to the lender.
Why would a borrower accept a Negative Covenant?
A borrower would accept because it’s a condition for the loan. Agreeing to a Negative Covenant may enable the borrower to secure a better interest rate, more favorable repayment terms, or access to greater amounts of capital.
Can Negative Covenants be negotiated?
Yes, like all terms in a lending contract, Negative Covenants can and should be negotiated up front to ensure they align with the borrower’s operational and financial capabilities.

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