• 
  What Is a Covenant?
• Understanding Covenants
• Types of Covenants
• Covenant Violations
• Example of Bond or Debt Covenants
• Frequently Asked Questions (FAQs)
• The Bottom Line

What Is a Covenant? Definition, Meaning, Types, and Examples

By 

Adam Hayes

Updated June 28, 2023

Reviewed by Eric Estevez

Fact checked by 

Amanda Bellucco-Chatham

What Is a Covenant?

In its broadest sense, a covenant is a promise, agreement, or contract between two parties. As part of the covenant, the two parties agree that certain activities will or will not be carried out.

Covenants in finance most often relate to terms in a financial contract, such as a loan document or bond issue stating the limits at which the borrower can further lend. Covenants in religion often convey the binding relationship between a deity and humanity.

Key Takeaways

• Covenants are agreements between multiple parties that create a legally binding agreement on how each party is to perform.
• Covenants can either promote activity to occur (positive covenant) or disallow an event or condition (negative covenant).
• Debt covenants are most common, as they place financial covenants on the borrower and lender as part of the loan agreement.
• Covenants are legally binding clauses, and if breached will trigger compensatory or other legal action.
• Many sectors like finance, real estate, law, and religion have covenants, though it is used in many different contexts across each group.

Understanding Covenants

Regarding business, covenants are most often represented in terms of financial ratios that must be maintained, such as a maximum debt-to-asset ratio or other such ratios. Covenants can cover everything from minimum dividend payments to levels that must be maintained in working capital to key employees remaining with the firm.

Once a covenant is broken, the lender typically has the right to call back the obligation from the borrower or take measures to reduce the lender’s risk. Generally, there are two types of primary covenants included in agreements: affirmative covenants and negative covenants. In addition, a third type of covenant—financial covenants—is sometimes separated into its own category.

Affirmative Covenants

An affirmative or positive covenant is a clause in a loan contract that requires a borrower to perform specific actions.1 Examples of affirmative covenants include requirements to maintain adequate levels of insurance, requirements to furnish audited financial statements to the lender, compliance with applicable laws, and maintenance of proper accounting books and credit rating, if applicable.

A violation of an affirmative covenant ordinarily results in outright default. Certain loan contracts may contain clauses that provide a borrower with a grace period to remedy the violation. If not corrected, creditors are entitled to announce default and demand immediate repayment of principal and any accrued interest.

Negative Covenants

Negative covenants are put in place to make borrowers refrain from certain actions that could result in the deterioration of their credit standing and ability to repay existing debt.2 The most common forms of negative covenants restrict or forbid something from happening. Common examples include restricting a company from issuing dividends to its shareholders, restricting management fees from being paid to related parties, or restricting the amount of debt a business can carry.

A negative covenant can be circumnavigated with specific overriding approval of the covenant issuer. For example, imagine a company that wants to embark on a merger but is not allowed to due to a negative covenant. Should the opposite party in the covenant agree to release the restriction, the company can proceed. This may also be the case during the acquisition of real estate, capital investments, or disposition of assets.

Numerical or Financial Covenants

Lastly, a covenant can be tied to a specific numerical metric. This metric is often financial and may be a single number or calculation to derive a certain ratio for value. A financial covenant is often monitored closely over time as it is the most likely covenant to suddenly change.

The argument could be made that a financial covenant is actually a positive or negative covenant. For example, imagine a company being required to maintain a certain financial ratio above a certain calculated amount. Since this is imposing a requirement, it could technically be classified as a positive covenant. However, some view positive or negative covenants as a single outcome. Meanwhile, financial covenants evaluate operating performance to ensure the overall health of the entity.

In business, financial covenants are often separated into maintenance covenants or incurrence covenants. Maintenance covenants often stipulate operating performance that can not be breached. An example is the interest coverage ratio to ensure a company has sufficient earnings to cover interest assessments. Incurrence covenants occur when a company takes action that impacts financial performance. For example, a company must maintain its debt-to-equity ratio above 0.40; should it wish to raise more debt, it must ensure it satisfies the incurrence covenant.

Fast Fact

In finance, covenants are often put in place by lenders to protect themselves from borrowers defaulting on their obligations due to financial actions detrimental to themselves or the business.

Types of Covenants

Different industries and sectors have different types of covenants. In general, it’s pretty common to see both positive and negative covenants across different industries.

Debt Covenants

Debt covenants have been the example used most within this article. A debt covenant arises when an entity works with a financial institution to take out a loan. To secure the loan, the entity must agree to meet certain criteria, not perform certain activities, and maintain good financial standing.

Debt covenants can also impact the lender. For instance, imagine a company secures a line of credit and hopes to use this line over the next several years. It is in the company’s best interest to partner with a bank that maintains good financial standing and manages operational risk. Therefore, the borrower may impose covenants on the lender as part of the agreement to ensure the borrower will have long-term capabilities of securing financing.

Property Covenants

A property covenant is an agreement between multiple parties that stipulates how real property or real estate will or will not be used.3 These types of covenants may restrict the landowner or require specific action to be taken. For example, homeowner association (HOA) covenants often require property to have trees trimmed to a certain height or outline how parking spaces are to be utilized.

Some property covenants will “run with the land” or exist in perpetuity regardless of who the owner is.4 For example, a property covenant may restrict the type or quantity of livestock allowed on a property. Should this covenant be transferrable to any new owner in the future, the covenant is tied to the land.

Important

Covenants have been historically used to discriminate against race, religion, or sexual orientation. For example, more than 500 of these historical covenants were discovered applying to 20,000 properties in King County, Washington. Supreme Court rulings and state law now make these discriminatory covenants illegal.5

Law Covenants

While covenants are legal agreements by their nature, covenants are also simply part of the legal system. Law is a form of covenant, as law covenants are often negative covenants that restrict an individual or company from performing certain actions. The law may explain the outcome of what will happen should the covenant (law) be broken. Any common law intended to prevent criminal activity is an example of a law covenant.

Religious Covenants

Covenants are often found in religion, as a deity often makes promises or agreements to the people of the world or requires something of humankind. Although the types of religious covenants specifically within the Bible are discussed below, covenants are a common part of Christianity, Islam, Hinduism, and Buddhism.

There are two types of covenants in the Bible. First, conditional covenants are promises from God that certain outcomes will occur. However, for God to fulfill his part of the covenant, humanity must do its part first. Second, the Bible includes unconditional covenants, which are promises from God that he will fulfill an oath with his divine power without any associated conditions.

Covenant Violations

A covenant violation—often called a breach of covenant—is a failure to uphold the agreed-upon terms of a covenant. Whether a party failed to execute a positive covenant, performed a task it shouldn’t have as outlined by a negative covenant, or wasn’t able to maintain certain operational metrics, the contract has been broken.

Debt Covenant Violations

A bond violation is a breach of the terms of the covenants of a bond. Bond covenants are designed to protect the interests of both parties, where the inclusion of the covenant is in the bond’s indenture, which is the binding agreement, contract, or document between two or more parties.

When an issuer violates a bond covenant, it is considered to be in technical default. A common penalty for violating a bond covenant is the downgrading of a bond’s rating, which could make it less attractive to investors and increase the issuer’s borrowing costs. For example, Moody’s, one of the major credit rating agencies in the United