Analyze Counterparty Markup Of Concession Agreement

---
name: analyze-counterparty-markup-concession-agreement
task_id: energy-natural-resources/analyze-counterparty-markup-of-concession-agreement
description: Guides rigorous issue-by-issue analysis of a counterparty-marked concession agreement by cross-referencing project economics and model assumptions for each commercial provision, comparing each change against negotiation-playbook thresholds, and distinguishing bankability-critical deletions from negotiable adjustments.
activates_for: [planner, solver, checker]
---

# Skill: Analyze Counterparty Markup of Concession Agreement — Redline Review Memorandum

## 2. Failure modes the skill is correcting

- Markup changes are identified without tying each change to the governing playbook threshold, so walk-away breaches are missed.
- Commercial edits are discussed in isolation, without tracing how they affect traffic, revenue, debt service, covenant headroom, or other model-linked assumptions.
- Deletions of standard financing protections are treated as ordinary negotiation points rather than bankability issues.
- Conflicts between the markup and lender or surety support documents are not reconciled against the senior transaction documents.
- The review describes risk qualitatively but fails to attach a uniform severity label and a concrete counter-proposal.
- The memorandum notes issues without closing each one with scale, cross-document interaction, and downstream consequence.
- The output reads like commentary rather than a usable redline review with plain-text change markers that survive export.

## 3. Legal frameworks / domain conventions that apply

- Concession-agreement markup review requires comparing the counterparty text to the base draft, the negotiation playbook, lender support letters, surety support, and the financial model as a single integrated record.
- Playbook minimums function as the client’s pre-set commercial and legal guardrails; any term that falls below those thresholds should be treated as a breach of the instructed position and paired with counter-language.
- Financing-protection provisions are not merely commercial; provisions affecting step-in rights, cure periods, compensation for adverse legal change, termination economics, or other bankability mechanics must be tested against lender expectations reflected in the source materials.
- Any provision affecting revenue protection or operating economics must be read alongside the model assumptions and the demand or traffic sensitivity embedded in the deal materials.
- Any provision affecting completion, performance, payment timing, or remedy mechanics must be read alongside surety support to confirm that the revised allocation of risk does not exceed the bonded exposure.
- Where a proposition depends on a controlling legal rule referenced in the source materials, state the rule with its authority rather than stating the conclusion alone.

## 4. Analytical scaffolds

- Start by identifying the universe of marked provisions and grouping them by issue type, then analyze each group separately rather than collapsing distinct edits into one pass.
- For each issue, state: the original language, the marked language, the playbook position, the relevant model or support-document cross-reference, the risk rating, and the proposed counter-language.
- Use explicit redline notation in the memorandum itself so every substantive edit is legible in plain text, not only through formatting.
- For removed text, use a clear deletion marker; for added text, use a clear insertion marker; for substitutions, show old and new text together; attach a short rationale to each change.
- Where the markup narrows protection, shortens timing, expands discretion, shifts costs, or limits remedies, quantify the affected exposure using the relevant document metric available in the source set, then explain the transaction consequence.
- Where the issue implicates lender or surety support, cite the specific interaction and explain whether the inconsistency creates ambiguity, consent risk, covenant pressure, or a bankability objection.
- Where the issue implicates economics, trace the effect from clause change to project revenue, then to debt-service capacity or other financial consequence reflected in the model.
- Rate each issue on a uniform ordinal scale and keep the scale definition stable across the memorandum.
- Close each issue with an actionable counter-proposal rather than a descriptive note.
- Where multiple provisions of the same kind are present, analyze each distinct provision separately; if only one is in scope, say so expressly.

## 5. Vertical / structural / temporal relationships

- Contract text sits below the playbook, lender support, and surety support for purposes of consistency; if the markup conflicts upward, the concession text must be conformed.
- Economics flow from clause to model assumption to operating capacity to financing consequences; the memorandum should preserve that sequence.
- Temporal changes matter: earlier rights, shorter cure windows, reduced protection periods, or accelerated payment triggers usually increase risk even if the legal category of the clause remains the same.
- A deletion can be more material than a revision when it removes a protection that the lender or surety materials treat as expected.
- Risk should be framed in transaction terms: covenant stress, remedy impairment, financing friction, revenue leakage, or execution delay.

## 6. Output structure conventions

- Produce a redline review memorandum organized by issue, not a generic summary of comments.
- Open with the severity scale and a brief note identifying the highest-severity issues first.
- For each issue, include:
  - severity label;
  - clause or topic heading;
  - original term and marked term;
  - playbook comparison;
  - model, lender, or surety cross-reference where relevant;
  - quantified scale or threshold from the source materials;
  - downstream consequence for the client;
  - proposed counter-proposal language.
- Use robust textual redline markers in the memorandum itself, such as [DELETED: ...], [INSERTED: ...], and [REPLACED: old → new], with a short [Rationale: ...] after each substantive change.
- If the source documents identify a controlling authority, cite it by name and section when stating the legal proposition tied to the issue.
- End with a Recommended Actions block that assigns each action to a role and ties it to a timing anchor or transactional milestone.
- Finish with a concise negotiation matrix summarizing the issue, severity, playbook position, markup position, proposed counter, and whether the item is a walk-away point.