# Draft Markup Concession Agreement Ccgt Mexico > Guides drafting of a project-company-side markup of a concession agreement by prioritizing bankability-critical provisions, structuring termination and currency risk mechanisms, and producing a companion commentary memo with negotiability assessments and fallback positions for each markup. - Skill: `finchipaiorg/draft-markup-concession-agreement-ccgt-mexico` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-markup-concession-agreement-ccgt-mexico` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-markup-concession-agreement-ccgt-mexico/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/draft-markup-concession-agreement-ccgt-mexico --- # Skill: Draft Markup of Concession Agreement with Commentary — Project Company Perspective ## 1. Subject-matter triage - Treat the concession as a bankability document first and a commercial allocation document second. - Read the lender term sheet, bankability letter, and any direct agreement before revising operative clauses; align the markup to lender-facing requirements even where the grantor resists them. - Identify whether the agreement already addresses: - lender cure and step-in, - termination payment mechanics, - force majeure and change in law, - site delivery and delay relief, - currency conversion or tariff adjustment, - dispute resolution against a public counterparty, - indemnities and security package calibration. - If any of those topics are missing or thin, treat that as a drafting gap, not a negotiation preference. ## 2. Failure modes the skill is correcting - Produces cosmetic edits that do not translate into a usable .docx redline or plain-text review record. - Flags issues without tying them to the actual bankability package the lenders require. - Describes a problem without stating what to change, why it matters, and where the fallback sits. - Fails to separate must-have protections from points that can be traded. - Drafts termination, currency, or dispute provisions in a way that leaves gaps between the concession and the financing documents. - Gives commentary that is readable but not actionable for negotiation. ## 3. Legal frameworks / domain conventions that apply - Lender step-in and cure rights are a standard project-finance bankability feature; the concession language should not leave lender protections dependent on implied consent. - Termination compensation should be drafted to address debt exposure, equity recovery concepts, and breakage costs with a clear calculation path; the controlling drafting principle is certainty of remedy in a public-concession context. - Delay liquidated damages should be capped and paired with a coherent period and rate so the clause functions as a loss allocation mechanism rather than a punitive device. - Currency risk provisions should use a trigger-and-adjustment structure when project revenues and debt service sit in different currencies; coordinate this with the change in law regime so the same event is not priced twice or left unaddressed. - Site delivery delays by the grantor should be paired with extension-of-time relief and documented standby-cost recovery tied to actual project delay consequences. - Dispute resolution with a governmental counterparty should preserve neutrality and enforceability through international arbitration architecture and a neutral seat where possible. - Indemnity drafting should be mutual, scoped to direct third-party loss concepts where market practice supports it, and calibrated with thresholds and caps that are consistent with the project risk profile. - Performance security should track market practice for the project type; excess security can distort economics, while insufficient security can undermine lender and grantor acceptance. ## 4. Analytical scaffolds - Build the markup provision by provision, and for each provision ask: - Is the current drafting acceptable? - If not, is it negotiable with improvement or unacceptable as-is? - What text should replace or supplement it? - What is the negotiated fallback if the grantor rejects the preferred position? - For every substantive change, use a plain-text marker that survives export: - [DELETED: …] - [INSERTED: …] - [REPLACED: old → new] - Add a short [Rationale: …] note immediately adjacent to the change. - Do not rely on formatting alone to signal redlines; the substantive change must remain visible in the text stream. - Where a clause has multiple moving parts, draft the full revised clause rather than isolated fragments so the interaction of definitions, triggers, and remedies is clear. - If the agreement turns on more than one period, party, trigger, or payment condition, separate them before analysis and address each in turn rather than collapsing them into a single representative treatment. - For termination payment provisions, state the calculation concept in modular form: outstanding debt, accrued amounts, breakage, and equity recovery logic, with a generic illustration only if it clarifies the methodology without importing scenario-specific arithmetic. - For currency provisions, specify the trigger, the adjustment mechanism, and the interaction with change in law and tariff/payment clauses. - For dispute resolution, draft the forum, seat, governing procedure, interim relief path, and enforcement-facing language as a coordinated package. ## 5. Vertical / structural / temporal relationships - Cross-check the concession against any direct agreement, financing covenant, security document, or permit package that depends on the same default, cure, or payment trigger. - Make sure a grantor default, force majeure event, change in law event, and prolonged site delay do not create overlapping or contradictory remedies. - Where one clause depends on another, preserve sequencing: - event occurs, - notice/cure period runs, - compensation or extension right crystallizes, - dispute mechanism applies if the parties disagree. - Keep the project-company and lender perspectives aligned: if lender rights are intended to be exercisable, the concession should not reserve a prohibition elsewhere that nullifies them. - When a remedy has a cap or threshold, ensure the related definition, timing rule, and recovery formula operate together. - If the concession includes multiple counterparties or documents, identify the controlling instrument for each remedy and avoid drafting that requires readers to infer priority. ## 6. Output structure conventions - Produce two files: - `concession-agreement-markup.docx` - `markup-commentary-memo.docx` - The markup file should present the revised agreement text with robust textual redline markers and adjacent rationale notes for each substantive change. - The commentary memo should be organized by provision, and each entry should include: - issue identification, - severity on a uniform ordinal scale defined at the top of the memo, - rationale for the change, - negotiability assessment, - fallback position, - downstream consequence if left unaddressed. - Use clear bankability labels in the memo so the reader can distinguish lender-required points from commercially negotiable items. - For each issue, reference the relevant clause interaction and the practical impact on project cost, schedule, enforceability, or financeability. - End the memo with a concise Recommended Actions block that assigns each action to a role and a timing anchor tied to the transaction workflow. - Before finishing, confirm that the markup file and the memo file both exist, are non-empty, and contain operative drafting rather than only commentary about drafting.