# Compare Credit Agreement To Commitment Letter > Guides provision-by-provision comparison of a draft credit agreement against the commitment letter and term sheet, identifying deviations in pricing, structural protections, and covenant mechanics, and classifying each as a commitment-letter breach or within an acceptable range. - Skill: `finchipaiorg/compare-credit-agreement-to-commitment-letter` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/compare-credit-agreement-to-commitment-letter` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/compare-credit-agreement-to-commitment-letter/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/compare-credit-agreement-to-commitment-letter --- # Skill: Compare Credit Agreement to Commitment Letter Deviation Report ## 2. Failure modes the skill is correcting - Comparing only broad deal terms instead of the operative language that controls economics, protections, and covenant mechanics. - Missing deviations that arise from subtle drafting moves such as altered thresholds, timing changes, narrower baskets, added conditions, or deleted fallback mechanics. - Treating no-flex-confirmed items as negotiable when the commitment package fixes them absent borrower consent. - Reporting differences without tying them to the relevant source documents, the affected covenant or mechanic, and the practical consequence for the borrower. - Collapsing several distinct facilities, baskets, or tests into one pass when each must be reviewed separately. - Describing issues without a severity judgment or an actionable follow-up recommendation. ## 3. Legal frameworks / domain conventions that apply - Compare the draft credit agreement against the commitment letter, term sheet, and any no-flex confirmation as an integrated financing package; the draft must be measured against the strongest applicable committed term. - Pricing terms: compare benchmark, margin, floors, default-rate mechanics, and any toggle or step-up/step-down that affects economics. - Mandatory prepayment and sweep mechanics: compare triggers, rates, carve-outs, reinvestment rights, and application waterfall. - Reinvestment mechanics: compare the initial period, extension mechanics, notice requirements, and consequences of unused proceeds. - Equity cure mechanics: compare cure rights, frequency limits, testing windows, and whether cures affect default or basket calculations. - Incremental debt and refinancing capacity: compare capacity tests, ratio tests, MFN protection, permitted terms, sunset features, and linkages to existing restrictions. - Restricted payments, investments, liens, indebtedness, and asset sale baskets: compare whether leverage-conditioned capacity is preserved, narrowed, or removed. - Springing covenants and collateral triggers: compare the applicable threshold, trigger mechanics, and any changes to testing frequency or scope. - No-flex confirmation: terms covered by a no-flex confirmation are fixed unless the package expressly permits a change or the borrower consents. - Treat the commitment package as the interpretive baseline; if documents conflict, identify the controlling language and note the inconsistency. ## 4. Analytical scaffolds - Start by separating the source set into the distinct items that can change the outcome: each financing tranche, each covenant mechanic, each basket, each prepayment regime, each cure right, and each no-flex-confirmed term. - For each item, extract the exact operative term from the commitment materials and the corresponding term in the draft credit agreement, then compare them on the same axis: rate, threshold, timing, scope, condition, carve-out, or consequence. - For each deviation, close the analysis by stating: 1. the size or threshold that the clause turns on; 2. the other clause, schedule, or document that interacts with it; 3. the downstream consequence for the borrower or lender. - Classify each deviation by practical significance: - likely commitment-package breach; - borrower-favorable or borrower-adverse change; - within the expected flex range; - unclear and requiring confirmation. - Apply a uniform ordinal severity scale to each finding and define it once in the report. Use the same scale consistently across all rows. - If a provision is covered by no-flex, treat any deviation from the committed term as presumptively material unless the draft simply restates permitted flex or clarifying mechanics. - If multiple facilities or multiple covenant tests are in scope, review each separately and do not merge them into a single generic comparison. - When the issue is a drafting substitution rather than a numerical change, compare legal effect, not just wording. ## 5. Vertical / structural / temporal relationships (only if applicable) - Track vertical dependence from economics to protections to remedies: pricing changes may be small in isolation but material if paired with tighter sweep, narrower baskets, or faster mandatory prepayment. - Track temporal sequencing: initial availability, step-down dates, testing dates, cure windows, reinvestment periods, sunset dates, and post-closing milestones can change the outcome even when the headline term is unchanged. - Track conditional relationships: a threshold, basket, or right often depends on leverage, EBITDA, collateral status, or no-default conditions; if the condition changes, the right changes with it. - Track cross-document hierarchy: commitment letter, term sheet, and no-flex confirmation may each speak to the same provision, and the controlling read should be stated explicitly. - Where the draft changes one clause by reference to another definition or schedule, trace the cross-reference to its practical effect before classifying the deviation. ## 6. Output structure conventions - Produce a deviation report organized as a table with conventional columns for: provision; committed term; draft term; delta; severity; classification; consequence; follow-up. - Use concise, source-tethered descriptions that identify the exact comparison point rather than a narrative summary. - Include a separate section for no-flex-confirmed terms so those deviations are visible on first review. - Include an executive summary that states the overall posture of the draft, the most material deviations, and whether escalation or borrower consent appears warranted. - End the advisory output with a Recommended Actions block that assigns each next step to a role and a timing anchor tied to the financing process. - If the comparison reveals no material deviation for a provision, say so affirmatively; do not leave silent rows. - Keep the report usable for direct transfer into `deviation-report.xlsx` and `executive-summary.docx`: findings should read as discrete rows, not prose paragraphs.