Analyze Counterparty Markup Of Intercreditor Agreement

---
name: analyze-counterparty-markup-intercreditor-agreement-wind
task_id: energy-natural-resources/analyze-counterparty-markup-of-intercreditor-agreement
description: Guides systematic benchmarking of a counterparty's intercreditor agreement markup against market precedent data, with analysis of economic and control impacts and identification of provisions whose combined effect is materially more adverse than any individual change.
activates_for: [planner, solver, checker]
---

# Skill: Analyze Counterparty Markup of Intercreditor Agreement — Deviation Memorandum

## 1. Subject-matter triage
- Confirm the deliverable is an advisory deviation memo comparing a counterparty markup to the house ICA and market precedent data.
- Identify the governing document set before analysis: standard form ICA, markup/redline, transmittal materials, and any market precedent packet.
- If the markup touches multiple intercreditor parties, tranche positions, or creditor classes, enumerate them up front and analyze each separately before drawing compound conclusions.
- Treat the memorandum as a comparison-and-impact exercise, not a pure contract summary.

## 2. Failure modes the skill is correcting
- Deviations are labeled market or non-market without tying the conclusion to the actual precedent data supplied.
- Individual edits are identified in isolation, but their combined economic or control effect is not evaluated.
- The transmittal letter is accepted at face value even when it soft-pedals or omits the significance of the markup.
- Issues are described without closing the loop on scale, document interaction, and client consequence.
- The analysis names doctrines or bankruptcy concepts without anchoring them to controlling authority.
- The memo gives commentary but never lands on a concrete counter-position or next step.

## 3. Legal frameworks / domain conventions that apply
- Standstill mechanics: evaluate the practical length of the restraint on junior remedies, including any auto-termination or reset mechanics that shorten or extend the effective period.
- Cure rights and reset provisions: assess whether cure rights can be used repeatedly or too easily to delay enforcement, and whether distinctions between monetary and non-monetary defaults track market practice.
- Purchase option economics: compare option price mechanics against par, accrued amounts, fees, and expenses to determine whether the option is realistically exercisable.
- Foreclosure and enforcement conditions: assess whether notice, price floors, or sale conditions are commercially achievable in distress and whether they operate as an enforcement bar.
- Bankruptcy interface: check provisions affecting voting rights, DIP financing, adequate protection, priming, and post-petition priority against the Bankruptcy Code framework, including 11 U.S.C. §§ 361, 364, 506, 1111, 1129, and related cramdown concepts where relevant.
- Subordination integrity: identify provisions that expand junior claims or shift priorities in a way that changes the negotiated waterfall or enforcement balance.
- Market benchmarking: a deviation is only “off-market” if the provided precedent data support that conclusion; general intuition is not enough.
- Authority citation: every legal proposition should be supported by a named source, statute, rule, code section, or recognized doctrine.

## 4. Analytical scaffolds
- Read the precedent data first, then the markup. For each deviation, identify the house term, the counterparty change, and the specific precedent point that frames the comparison.
- Use a consistent issue-by-issue template: standard term, markup change, market benchmark, impact, severity, and recommended counter.
- Close each issue with three moves:
  - quantify the effect using a deal figure, timing period, exposure, or other source-document metric;
  - cross-reference the interacting clause, schedule, or companion document;
  - state the client consequence in economic, operational, litigation, or transactional terms.
- Classify each issue on a uniform ordinal scale defined once in the memo, and apply that scale consistently.
- If a cover letter makes affirmative claims about the markup, verify each claim against the actual redline and flag any mismatch or omission.
- After the issue list, step back and identify provisions that interact, especially where one change changes the practical effect of another.

## 5. Vertical / structural / temporal relationships
- Standstill, cure rights, and auto-termination must be read together; the effective restraint is determined by the interaction of all three, not any single clause.
- Payment restriction mechanics, option pricing, and junior claim growth may compound over time; evaluate the trajectory, not only the immediate text.
- DIP, adequate protection, and enforcement provisions can shift control in a restructuring; assess whether multiple carve-outs collectively reduce senior lender flexibility.
- Voting restrictions and plan-related provisions can become ineffective or altered in a Chapter 11 setting; note the post-petition implications where applicable.
- Foreclosure notice periods, sale conditions, and minimum-price mechanics should be considered as a single enforcement pathway.

## 6. Output structure conventions
- Write the memorandum in ordinary law-firm issue memo form, organized by priority tier: Must Reject, then Negotiate, then Accept.
- State the severity scale once at the top and use it uniformly for each issue.
- For each issue include:
  - the house-form term;
  - the counterparty markup;
  - the relevant market precedent citation or datapoint;
  - the impact analysis;
  - the severity classification;
  - the recommended counterproposal.
- In each issue entry, include the controlling authority where the point depends on a legal proposition or bankruptcy principle.
- Include a separate section for cover letter mischaracterizations, identifying both overstatements and omissions.
- Include a separate section for compounding or interacting risks.
- End with a Recommended Actions block that assigns a concrete action, the responsible role, and a timing anchor tied to the deal process.
- Close with a concise summary matrix listing the issue, current position, target counter, fallback, and precedent reference.
- When drafting any redline-style text or change note, use robust textual change marking so the operative edit remains clear even if formatting is lost.