Negotiating Credit Agreements: 6 Key Concepts for Borrowers and Lenders

Credit agreements are the backbone of corporate finance. They shape the daily operations and long-term strategies of businesses of every size. They determine how companies borrow, the conditions tied to that borrowing, and what happens if something goes wrong.

At their core, these agreements are about balancing risk and reward. Borrowers want access to capital at the lowest possible cost, while lenders want strong assurances of repayment and protection from downside scenarios. The resulting documents can be hundreds of pages long, filled with financial ratios, legal definitions, and detailed procedures. For business owners and investors, learning how these agreements function is essential, not just to avoid problems but to recognize opportunities and negotiate from a position of strength.

1. The Main Types of Credit Facilities

Credit agreements don’t all come in one size.

Katie Flanagan of Sidley Austin explains the different types of credit facilities commonly used in corporate finance, emphasizing that most agreements feature one or more of these options.

For starters, the two most common credit facilities are:

• Revolving credit facilities: They work like a credit card. The borrower can draw, repay, and reborrow up to a set limit during the loan term (often 5-7 years). Typically used for working capital, general corporate purposes, or acquisitions.
• Term loans: They draw in one lump sum at closing, with repayment over time (often 7 years) via amortization or at maturity. Term loans cannot be redrawn once repaid, and are usually tied to a specific purpose (e.g., acquisitions, dividends, projects).

Other credit facilities include:

• Delayed draw term loans: They allow borrowers to access funds in stages over a set ‘commitment period’ when timing of need is uncertain.
• Bridge loans: Short-term loans (e.g., 364 days) to cover immediate needs until permanent financing is secured, often through capital markets.

These facilities can be structured as either secured or unsecured. Secured loans give lenders a claim over borrower assets, improving their standing in a bankruptcy. The decision to secure or not depends on credit quality and lender appetite for risk, and loans may even shift between secured and unsecured over their life.

When loans are secured, lenders can also hold different priority positions which dictates repayment order if the borrower defaults, for example, first-lien or second-lien. These arrangements typically require detailed intercreditor agreements to balance the rights of multiple lenders within a capital structure.

2. The Who’s Who in a Credit Deal

A credit agreement is more than a borrower and a lender shaking hands. Especially in larger or syndicated facilities, multiple parties take on distinct roles, each with different responsibilities and loyalties that are defined in the credit agreement.

• Borrower: The company receiving financing, responsible for repayment and compliance with covenants.
• Lenders: The banks, credit funds, or institutions that advance the money, often as part of a larger syndicate.
• Administrative Agent: Acts on behalf of the lenders to coordinate notices, payments, and compliance. The agent is not the borrower’s representative, but rather the lenders’ delegate.
• Collateral Agent: Holds and enforces security interests in the borrower’s assets when loans are secured.
• Lead Arranger or Bookrunner: Structures and markets the loan to potential lenders, often taking credit in league tables.
• Syndication and Documentation Agents: Assists with distributing the loan to lenders and finalizing the documentation.
• Issuing and Swingline Lenders: Provides specialized facilities, such as letters of credit or short-term advances.

In practice, a single bank may serve in multiple roles, acting as arranger, administrative agent, and collateral agent in the same transaction. Understanding the division of roles matters because it affects how communication flows, who enforces rights, and where conflicts of interest may arise.

3. Pricing, Interest, and Repayment

Andrew Hutchinson of Much Shelist, P.C. explains that credit agreements are typically structured to allow lenders to protect their returns, and that the details of pricing, interest mechanics, and repayment terms are central to that framework.

Most agreements are built on a cost-plus model, meaning lenders are compensated not just through interest, but also by shifting nearly all associated costs back to the borrower. Provisions for taxes, indemnities, and expense reimbursements ensure lenders are made whole regardless of changes in law, market conditions, or enforcement costs. Borrowers therefore need to pay attention not only to interest margins, but also to the many ‘hidden’ costs embedded in the contract.

The key mechanics typically include:

• Interest: Usually calculated as a margin above a benchmark rate such as SOFR. Many agreements also include floors, which guarantee lenders a minimum return even if benchmark rates fall. Combined with breakage fees and indemnities, these provisions protect lenders’ expected yield.
• Repayment terms: Repayment may come through scheduled amortization, refinancing, or mandatory prepayments triggered by asset sales, excess cash flow, or equity raises.
• Prepayment penalties: Lenders often impose soft calls (e.g., a 1% fee if refinanced within six months) or hard calls (fees on any early repayment, stepping down over time).
• Flexibility for lenders: In some cases, lenders may reject mandatory prepayments, with those payments then reallocated to other participants in the syndicate.

Together, these mechanics illustrate how pricing and repayment provisions balance flexibility for borrowers against protection for lenders.

4. Amendments and Consent

Amendments to credit agreements are inevitable, but the ability to make changes depends on consent thresholds built into the deal. Not all provisions are treated equally. Routine matters, such as updating reporting requirements or adjusting technical definitions, can usually be changed with the approval of a majority of lenders. However, more fundamental provisions, often referred to as ‘sacred rights,’ require unanimous consent. These include changes that directly affect lenders’ economic rights, such as reducing interest rates, extending maturity dates, or altering repayment priorities.

Krista Mancini of Jones Day emphasizes that understanding the distinction between majority consent and unanimous consent is critical. If the changes sought fall into the first category, amendments can proceed relatively smoothly with broad, but not total, lender support. However, if sacred rights are involved, negotiations can grind to a halt unless every lender agrees. For borrowers, this makes it essential to understand which provisions fall into which category before embarking on an amendment process.

These rules aren’t just technicalities. They go to the heart of how relationships between borrowers and lenders are managed over time. When a company’s needs change, flexibility in the amendment process can mean the difference between maintaining liquidity and running into a wall. Conversely, lenders rely on sacred rights as a backstop, ensuring that core economic terms cannot be altered without their express approval. In practice, this balance of flexibility and protection shapes the long-term stability of any credit relationship.

5. Covenants: Guardrails for Borrowers

Credit agreements don’t just cover how much is borrowed and at what price. They also set boundaries on how the borrower can operate. These boundaries come in the form of covenants, which act as guardrails designed to protect lenders while allowing borrowers to run their businesses.

Covenants fall into three main categories:

1. Affirmative Covenants: Obligations to do certain things, like deliver financial statements, maintain insurance, or pay taxes.
2. Negative Covenants: Restrictions against certain actions, such as incurring new debt, granting liens, or paying dividends without consent.
3. Financial Covenants: Ratio-based requirements tied to leverage, coverage, or liquidity levels.

These covenants serve to preserve the value of the borrower, ensure compliance with forecasts, and reduce reputational or legal risks for lenders.

Some are ‘apple pie’ provisions that reflect common-sense obligations, while others can significantly limit borrower flexibility. Financial covenants, in particular, are closely watched, since a breach, even without a missed payment, can trigger remedies. Some agreements allow for ‘equity cures,’ where a sponsor can contribute additional capital to fix ratios on paper.

6. Defaults and Remedies

Even with covenants in place, credit agreements anticipate that things can go wrong. The documents distinguish between a default, e.g. a missed covenant that may still be cured, and an event of default, which gives lenders the right to act.

Events of default typically include payment failures, breaches of representations or warranties, cross-defaults on other debt, or a change of control. Once triggered, remedies can include accelerating repayment, charging default interest, or seizing collateral. Some agreements also allow ‘equity cures,’ where a sponsor contributes capital to fix a covenant breach on paper.

This distinction matters because technical defaults can give lenders leverage long before a company faces true financial distress. In more severe cases, lenders may turn to foreclosure or even pursue a UCC Article 9 sale of assets.

Why It All Matters

Credit agreements are more than boilerplate. They allocate risk, limit flexibility, and set the stage for what happens if things go wrong. For borrowers, the greatest risk is slipping into default through technical breaches that may not reflect true financial distress. For lenders, the risk lies in structural weaknesses that leave them unsecured or subordinated. For everyone involved, clarity on roles, pricing, and covenants is what keeps disputes from spiraling into crises.

At the same time, these agreements are not just legal documents. They are reflections of the trust, or lack of it, between borrower and lender. A well-structured credit agreement can provide stability, access to growth capital, and resilience in downturns. A poorly structured one can trap a business in restrictive terms, limit flexibility, or even accelerate a crisis.

To learn more about this topic, view Navigating Credit Agreements. The quoted remarks referenced in this article were made either during this webinar or shortly thereafter during post-webinar interviews with the panelists. Readers may also be interested to read other articles about Borrowing & Lending.

This article was originally published on September 18, 2025.

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