Draft Markup Of Indenture

---
name: draft-markup-of-indenture
task_id: capital-markets/draft-markup-of-indenture
description: Purchaser-perspective indenture markup where the baseline redlines obvious economic deviations from the playbook but may miss additional purchaser-protective structural provisions that experienced counsel commonly add.
activates_for: [planner, solver, checker]
---

# Skill: Draft Markup of Senior Secured Notes Indenture — Purchaser's Perspective

## 1. Subject-matter triage

- Treat the purchaser playbook as the governing baseline, then use the term sheet and counsel email only to resolve deal-specific deviations or confirm negotiated points.
- Assume the core work is a purchaser-side markup of a long-form indenture, not a general summary; the operative output is the marked document, with commentary embedded where needed.
- If multiple draft versions or ancillary documents exist, identify which provisions are being compared before making changes; do not blend issues across documents without flagging the source.

## 2. Failure modes the skill is correcting

- Redlining only express conflicts with the playbook while missing purchaser-protective provisions that should be added where the issuer draft is silent.
- Producing a memo instead of a true markup, or generating commentary without a complete marked instrument.
- Using visual formatting alone so that changes disappear in export; every substantive edit must remain legible from the text itself.
- Offering uncited conclusory commentary instead of tying each change to the playbook position, deal context, or controlling market/legal concept.
- Failing to distinguish issuer-favorable flexibility from issues that create structural leakage in the collateral, guarantee, default, or control package.
- Omitting a concise executive summary of deviations and leaving partner-level judgment points buried in the markup.

## 3. Legal frameworks / domain conventions that apply

- Purchaser-side senior secured note indentures should be reviewed as an integrated credit package: covenant basket, collateral, guarantees, default triggers, control provisions, and intercreditor limitations must be read together, not clause by clause in isolation.
- Ratio-based incurrence language should be tested on a pro forma basis when new debt is incurred; otherwise the test may be satisfied before the debt’s effect is reflected.
- Any dormant, shell, or excluded subsidiary concept should be checked against the guarantee and collateral perimeter; if assets can sit outside the credit group, the purchaser may be accepting an avoidable leakage channel.
- Anti-marshaling concepts belong in shared-collateral or intercreditor mechanics; they should not silently strip noteholders of rights in collateral not actually shared with other creditors.
- Change-of-control mechanics should be tested for continuing-directors / board-composition carve-outs to avoid accidental trigger in contested elections that do not reflect a real ownership shift.
- Cross-default protections are generally broader than cross-acceleration-only protections; the markup should confirm the issuer did not narrow the trigger set in a way that weakens early-warning rights.
- When any legal conclusion is stated in commentary, identify the supporting authority or market convention by name rather than asserting the point bare.

## 4. Analytical scaffolds

- Read the playbook end to end before touching the draft; mark only after the baseline purchaser position is fully understood.
- Work provision by provision and compare each clause to the playbook, the term sheet, and any email instructions; where the draft departs, decide whether to delete, revise, or add language.
- For each substantive change, embed a robust textual redline convention that survives export, together with a short rationale comment; do not rely only on formatting.
- When a gap exists, insert affirmative purchaser-protective language rather than merely noting the omission.
- For each issue discussed in commentary, state the severity on a uniform ordinal scale defined once at the top of the summary, and use that scale consistently.
- Where a point involves more than one affected party, clause, or document, identify the interacting provisions before stating the recommended markup approach.
- If the source materials identify a controlling rule, market standard, or authority, cite it in the comment; if not, use the recognized market convention or doctrine that supports the markup.
- Separate settled playbook deviations from items that require business judgment or partner approval; do not bury approval-dependent items inside routine edits.

## 5. Vertical / structural / temporal relationships

- Read covenant and event-of-default language vertically against related definitions, exceptions, baskets, and intercreditor provisions; an apparently minor definition change can alter the entire package.
- Check temporal sequencing: incurrence tests, notice periods, cure periods, default triggers, and change-of-control puts may depend on when a condition is measured or when a triggering event is deemed to occur.
- Compare restricted payment, debt incurrence, and asset-sale mechanics across the relevant sections to ensure one basket does not override another by implication.
- If the draft references other documents or schedules, confirm whether those external references expand or narrow purchaser rights and whether any missing cross-reference should be added.

## 6. Output structure conventions

- Produce the redlined indenture markup as the primary deliverable and ensure it is complete and non-empty before treating any summary as finished.
- Use explicit plain-text markup markers for every substantive edit, such as [DELETED: ...], [INSERTED: ...], and [REPLACED: old → new], even if visual track changes are also present.
- Attach a short [Rationale: ...] comment to each substantive edit, stating whether the change tracks the playbook, responds to the term sheet, follows counsel email context, or closes a purchaser-protective gap.
- Include a brief executive summary at the front or as a separate cover section that groups deviations by issue type, states severity for each item, and flags points requiring partner review.
- Keep the summary concise and action-oriented; it should identify the issue, the direction of the markup, and the reason, not restate the full clause text.
- End with a short Recommended Actions section that assigns next steps to the relevant role and ties them to the deal timetable or negotiation sequence.
- Before finalizing, confirm the primary file name requested by the task is the marked-up indenture document and that it contains operative language, not only commentary.