# Compare Credit Agreement Against Term Sheet > Compares a draft credit agreement against the executed term sheet from the borrower’s perspective and produces a prioritized deviation report with economic impact analysis and recommendations. - Skill: `finchipaiorg/compare-credit-agreement-against-term-sheet` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/compare-credit-agreement-against-term-sheet` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/compare-credit-agreement-against-term-sheet/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Docs & Writing - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/compare-credit-agreement-against-term-sheet --- # Skill: Credit Agreement vs. Term Sheet Deviation Report ## 1. Subject-matter triage - Treat the term sheet as the baseline economic and structural bargain, and the draft credit agreement as the operative document to test against it. - Read the full package before comparing: term sheet, draft agreement, related schedules/exhibits, transmittal or markup notes, and any side letters or summary emails if included in the source set. - If the source set contains more than one draft, compare each against the same term sheet and separate true revisions from unchanged carryovers. - If only one draft exists, state that the analysis is single-draft and do not infer missing alternates. ## 2. Failure modes the skill is correcting - Spotting a change in pricing, covenant mechanics, conditions, or remedies without translating it into borrower-side consequences. - Missing borrower-protective concepts that were in the term sheet but were narrowed, deleted, or omitted in the draft. - Treating drafting changes as harmless when they alter economics, headroom, control rights, or refinancing flexibility. - Failing to separate material deviations from stylistic edits, conforming cleanups, and defined-term housekeeping. - Overstating or understating the significance of a change without tying it back to the transaction’s size, leverage, tenor, or cash flow profile. - Ignoring whether a cover note or transmittal characterizes substantive revisions as non-substantive. ## 3. Legal frameworks / domain conventions that apply - Use the term sheet as the business baseline, but evaluate the draft credit agreement as the controlling operative document. - Compare pricing terms, including reference-rate mechanics, margins, floors, upfront or ticking fees, and default-rate structures. - Compare repayment and prepayment architecture, including mandatory prepayment triggers, sweep mechanics, and basket or threshold protections. - Compare leverage and covenant mechanics, including debt definitions, cash netting, EBITDA adjustments, baskets, and cure or reset concepts. - Compare collateral, guaranty, and release mechanics where the term sheet addressed them, because omission or narrowing can change risk allocation. - Compare change-of-control, mandatory prepayment, and event-of-default triggers for expansion beyond the bargain reflected in the term sheet. - Compare borrower-favorable carve-outs in broad risk definitions and restrictive covenants, especially where the draft adds qualifiers, exceptions, or cross-default hooks. - Compare timing mechanics for reinvestment, cure, consent, notice, and amendment rights because shorter windows often carry practical borrower cost. - If a legal proposition is stated, tie it to the governing document text in the source set or to the standard credit-agreement convention being applied; do not state a conclusion without identifying the clause logic that supports it. ## 4. Analytical scaffolds 1. Baseline the bargain - Identify the principal economic and structural terms reflected in the term sheet. - Separate firm terms from indications, summaries, and open items. 2. Compare provision by provision - Test each material term in the draft against the term sheet. - Capture additions, deletions, narrowing edits, and changes in defined terms or cross-references that alter operation. 3. Measure borrower impact - For each deviation, assess whether it changes price, cash flow, headroom, optionality, control, or enforcement leverage. - Where the source set contains usable figures, tie the issue to the transaction size, facility capacity, covenant level, tenor, or other relevant scale. 4. Trace interactions - Cross-reference the issue to any other clause, schedule, exhibit, or definition that changes the practical effect of the revision. - Flag cascading effects where one edit tightens several related provisions. 5. Classify severity - Distinguish economic, structural, and technical deviations. - Use an explicit ordinal severity scale and apply it consistently across all issues. 6. Prioritize negotiation points - Rank the issues that most affect borrower economics, liquidity, flexibility, or closing certainty. - Distinguish items that are execution blockers from items that are clean-up points. 7. Assess transmittal characterization - Compare any cover note or markup summary with the actual scope of revisions. - Flag any mismatch between the stated and actual significance of changes. 8. Convert findings into action - End each issue with a practical borrower-side recommendation that identifies who should act and when the issue should be addressed. ## 5. Vertical / structural / temporal relationships - Track whether a change in one section alters another section’s operation, especially where definitions feed covenants, remedies, or conditions. - Track whether a later-declared “administrative” edit actually changes the timing, sequencing, or priority of borrower obligations. - Track whether the draft tightens rights at the facility level, the tranche level, or the collateral level in a way the term sheet did not contemplate. - Track whether a new condition, notice period, or reinvestment window shortens the borrower’s practical response time. - Track whether a revision compounds across the life of the facility, such as through recurring fees, reset mechanics, or repeated compliance measurements. ## 6. Output structure conventions - Produce a borrower-side deviation report organized by issue, not a narrative summary. - Open with a short executive overview that identifies the most consequential deviations and states the overall negotiation posture. - Define the severity scale once at the top, then apply it uniformly to every issue entry. - For each issue, include: - term sheet baseline - draft agreement text or clause reference - deviation identified - borrower impact - severity - recommendation - For every issue, make the impact analysis explicit and complete: quantify or scale the issue against a relevant source-document figure or threshold when available, cross-reference the interacting clause or document, and state the downstream consequence for the borrower. - Group the highest-severity deviations first. - Separate economic deviations from structural deviations, and keep drafting cleanups in a lower-priority section. - Include a distinct section for transmittal or cover-note characterization if one exists. - End with a Recommended Actions section that gives imperative borrower-side steps, identifies the responsible role, and includes a timing anchor tied to signing, execution, or another transaction milestone. - Keep the report concise but decision-useful; omit repetition and avoid describing issues that do not change the bargain.