# Identify Issues In Dip Credit Agreement > Ensures a DIP credit agreement issue memo systematically analyzes claim elevation mechanics, investigation-period adequacy, carve-out sufficiency, avoidance-action lien coverage, MAC clause breadth, lender conflicts, and related budget and financing terms, with proposed modification language for each issue. - Skill: `finchipaiorg/identify-issues-in-dip-credit-agreement` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/identify-issues-in-dip-credit-agreement` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/identify-issues-in-dip-credit-agreement/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Finance & Business - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/identify-issues-in-dip-credit-agreement --- # Skill: Identify Issues in DIP Credit Agreement ## 1. Subject-matter triage - Treat the assignment as a comparative issue-spotting review of a DIP package, not a clean drafting exercise. - Read the agreement together with the budget, term sheet, motion, first-day materials, and any lender-side protections that affect economics or control. - Separate core financing terms from process terms, because procedural leverage often hides in definitions, defaults, carve-outs, and budget exhibits. - If multiple drafts or closing versions exist, identify which version governs and whether the documents are internally aligned before analyzing substance. ## 2. Failure modes the skill is correcting - Agent spots a DIP lender conflict or claim-elevation device but does not connect it to the estate’s leverage, investigation rights, or committee timing. - Agent flags a problematic term but does not compare it to market practice or explain why it is non-market in context. - Agent identifies an issue without tying it to a concrete clause interaction, budget line, or downstream case effect. - Agent omits severity labeling, making it hard to separate nuisance issues from case-shaping terms. - Agent stops at diagnosis and does not propose fix language or action steps. - Agent fails to detect that one document narrows or expands a term stated differently in another document. ## 3. Legal frameworks / domain conventions that apply - Roll-up and claim elevation: Analyze whether prepetition claims are being converted into postpetition priority or enhanced collateral status; consider the effect on estate leverage under Bankruptcy Code §§ 364, 503, and 506, and on scrutiny of insider or affiliate claims. - Investigation period and diligence rights: Test whether the estate, committee, or other fiduciaries have enough time and access to investigate liens, claims, defenses, and estate causes of action before rights are waived or converted; compare to common Chapter 11 DIP practice. - Carve-out and professional fees: Evaluate whether the carve-out supports meaningful estate-side investigation and litigation activity, including committee and estate professionals, while checking for asymmetry if lender-side expenses are reimbursed more broadly. - Avoidance-action and estate claim liens: Examine whether DIP liens or payment waterfalls reach avoidance actions, proceeds of litigation, or similar estate claims; analyze against Bankruptcy Code §§ 541, 544, 547, 548, 550, and 552. - Defaults and control terms: Scrutinize MAC, event-of-default, exclusivity, and financing-market restrictions for subjectivity, overbreadth, or leverage that exceeds ordinary debtor-in-possession practice. - Budget and fee mechanics: Check whether the budget exposes lender-side fees, premiums, and reimbursement items clearly enough to assess total cost and headroom; compare fee calculations to the stated commitment base and any rolled-up amount. - Exit and termination economics: Review exit fees, early termination charges, and lender-default carve-outs for fairness, symmetry, and internal coherence. - Confirmation and case dynamics: Consider whether the package shifts bargaining power in ways that impede competing financing, plan negotiation, or committee participation under Bankruptcy Code §§ 105, 361, 363, and 364. ## 4. Analytical scaffolds - Review the package provision by provision, then cross-check each term against related definitions, exhibits, schedules, and motion language. - For each issue, do all of the following: - identify the clause and where it appears; - explain why the term is problematic, non-market, or internally inconsistent; - tie the point to a specific dollar base, time period, exposure bucket, or other measurable metric in the source documents without inventing figures; - compare the clause to the surrounding document set and any other provision that changes its meaning; - state the practical consequence for the debtor, estate, committee, or other stakeholders; - propose concise modification language or a drafting fix. - When a term can affect multiple parties, periods, or thresholds, enumerate the relevant items first and analyze them separately rather than blending them into one generalized critique. - Treat missing disclosure as an issue when the package does not allow a reader to trace cost, control, or collateral effects from the agreement into the budget or motion. - Treat inconsistent terminology, undefined capitalized terms, and misaligned cross-references as substantive issues if they change economics, rights, or remedies. - Use controlling authorities where a legal proposition is stated, including Bankruptcy Code provisions, Bankruptcy Rules, and other cited authorities in the source set. - If a proposition depends on generally recognized bankruptcy practice rather than a case-specific citation, identify it as market practice and state the practice anchor explicitly. ## 5. Vertical / structural / temporal relationships - Trace any claim-elevation feature through time: prepetition status, effectiveness date, committee formation, investigation window, and postpetition repayment or priming. - Track whether a default, consent right, or exclusivity loss is triggered by a filing event, marketing event, plan event, or budget variance, and whether the trigger comes earlier than market. - Compare lender protections against estate protections on a mirrored basis: lender fees versus carve-out, lender diligence rights versus estate diligence rights, lender termination rights versus debtor termination rights. - Check whether a provision in the motion, term sheet, or budget narrows or broadens the operative agreement text; if the documents differ, flag the hierarchy problem. - Read temporal buckets in the budget carefully, because a fee, carve-out, or reserve that is acceptable over one period may be inadequate over the full case horizon. - If multiple counterparties or stakeholder groups are implicated, assess each group separately before drawing an overall conclusion. ## 6. Output structure conventions - Write a numbered issue memorandum with an upfront severity legend using an ordinal scale: Critical / High / Medium / Low. - Lead with a compact summary table or issue list, then provide the body analysis. - For each issue, use a consistent mini-structure: - Provision - Problem - Impact on Estate - Document/Authority Cross-Check - Market Comparison - Recommended Modification Language - Severity - End with a Recommended Actions block that assigns an action verb, responsible role, and timing anchor for each major fix. - Keep modification language concise and usable in markup or negotiation. - Where the source set contains competing formulations, include the conflict and identify which version should control or be conformed. - Do not bury severity in prose; state it explicitly for every issue. - Do not rely on a single global conclusion when distinct provisions raise distinct risks.