How to prepare a deal issues list from transaction documents for Syndicated Loan Transactions

Prepare a borrower-side deal issues list by fixing the document baseline, comparing the proposed loan terms with agreed economics and operating needs, and converting material discrepancies into decisions. Each entry should identify the supporting provision, borrower impact, requested change, fallback, and decision owner. Read definitions, funding conditions, covenants, collateral documents, and consent provisions together. The deliverable is a prioritized negotiation agenda—not a clause summary—with enough evidence for counsel, treasury, and business stakeholders to approve positions and verify their implementation.

When to use this workflow

Use this workflow when borrower counsel receives a first syndicated credit agreement draft, a materially revised lender draft, or an amendment package requiring commercial instructions. It supports external counsel and in-house legal and treasury teams preparing for negotiations or internal approval.

The task is to identify what must change, why, who decides, and what closes the point. Keep routine drafting corrections in the markup and execution logistics in a separate closing checklist.

This is a general US transactional workflow using sources identified through October 13, 2026. Contract rights depend on actual language, governing law, facts, and financing structure. Entity, collateral, insolvency, regulatory, and foreign-law questions may require separate analysis.

What you need

Assemble a controlled review set:

• Commercial baseline: commitment letter, term sheet, accessible fee letters, agreed points, and borrower instructions on concessions.
• Loan documents: credit agreement, amendments, guarantees, security documents, intercreditor arrangements, schedules, exhibits, and borrowing-request forms.
• Borrower facts: group structure, existing debt, material contracts, planned acquisitions, distributions, asset transfers, and collateral information.
• Finance inputs: forecast, covenant model, anticipated revolver and letter-of-credit usage, and assumptions supporting EBITDA adjustments and basket capacity.
• Review controls: document IDs, version dates, execution status, prior comments, confidentiality restrictions, and legal and commercial approval owners.

Ask whether missing schedules are unfinished, unavailable, or inapplicable. These answers create different issues. Preserve fee-letter access restrictions when preparing wider circulation copies.

Use the template

Use the Syndicated Loan Transactions — Deal issues list below. You can copy this table into your working document or spreadsheet. Maintain one row per decision, not one row per clause.

Use stable issue and document IDs. Identify the source version and clause or page, related definitions, and affected ancillary documents. State “source missing” rather than inventing a pinpoint.

Separate verified wording from uncertainty in the issue field. The ask states the preferred drafting outcome; the fallback identifies a concession requiring approval. Prioritize by borrower impact, funding dependency, and decision timing.

Name an accountable decision-maker or role. Closure evidence should identify approved instructions and implementing text, not merely say “agreed.” Keep internal fallback positions out of lender-facing copies unless disclosure is authorized.

Step by step

1. Establish the document baseline and approval route

Assign IDs to the current credit agreement, ancillary documents, and commercial records. Link amendments to their base documents; identify clean, marked, and executed copies. Check that the comparison uses the intended prior version rather than an outdated negotiating draft.

Do not infer operative numbers from extracted redline text. The RingCentral exhibit includes amendment markup around its leverage covenant; verify insertions and deletions in the rendered document before reporting a change (RingCentral, § 7.11).

Record: source versions, conflicting baseline instructions, and approval responsibility in the source, issue, and owner fields.

2. Translate borrower plans into review questions

Ask what the facility must permit: seasonal drawings, acquisitions, subsidiary guarantees, asset transfers, distributions, or refinancing. Compare those needs with the commercial baseline before treating every drafting difference as a negotiation issue.

Trace each concern through definitions, baskets, exceptions, testing mechanics, and default consequences. An acquisition may implicate investment capacity, permitted debt, a financial covenant, and borrowing conditions. Group these under one decision when the requested outcome is the same, but list every affected provision.

Have finance test headroom under the relevant definitions and assumptions. Do not equate a favorable headline ratio with sufficient flexibility.

Record: business scenario, affected provisions, supported impact, and modeling questions requiring confirmation.

3. Separate initial funding, later drawings, and deferred obligations

Identify the stage each requirement governs. STORE Capital’s initial-deliverables provision lists agreements, requested notes, opinions, organizational materials, and certificates, subject to its qualifications and satisfaction standards. It illustrates negotiated requirements, not a universal checklist (STORE Capital, § 6.1(a)).

Later drawings require separate analysis. US Salt’s agreement conditions covered post-closing credit extensions on qualified representation bring-downs, absence of Default or Event of Default, and a compliant request, subject to § 1.08 and express exclusions (US Salt, § 4.02).

Identify conditions the borrower cannot satisfy or reliably verify. Propose specific qualifications, exclusions, or timing changes. A request for “funding certainty” alone gives the drafter insufficient direction.

Record: applicable borrowing or delivery stage, evidence gap, proposed treatment, and responsible reviewer.

4. Connect restrictions to collateral and material contracts

Compare proposed borrowing, liens, guarantees, and group changes with existing obligations. Separate consent needed for funding from ongoing contractual performance. STORE Capital addresses transaction approvals in § 6.1(d) separately from Material Contract performance in § 8.11; preserve each provision’s qualifications and defined-term scope (STORE Capital).

Do not let the credit agreement’s governing-law clause end collateral analysis. New York UCC § 9-301 generally selects debtor-location law for specified perfection and priority questions, but contains collateral-specific rules and preserves additional exceptions. Verify debtor location and collateral classification separately (New York UCC § 9-301).

Record: affected entity or asset, conflicting restriction, legal dependency, proposed response, and specialist responsible for verification.

5. Identify whose consent the solution needs

Distinguish negotiation before execution from an amendment or waiver under an existing agreement. For an existing facility, read the full consent provision and relevant definitions; identify facility votes, affected-lender protections, and any agent or issuing-bank consent implicated by the proposal.

RingCentral’s example defines Required Lenders by specified exposures and unused commitments, includes specified letter-of-credit participations, and excludes Defaulting Lender amounts. Its amendment provision also contains facility-specific rules for certain borrowing conditions. Headcount or the general threshold alone does not resolve the action (RingCentral, §§ 1.01, 10.01).

Record: proposed action, consent route, missing exposure information, and unresolved exceptions. Do not assume the administrative agent has waiver authority.

6. Draft an actionable ask and approved fallback

Write a short chain: source wording, borrower consequence, requested change, and acceptable alternative. Separate legal uncertainty from commercial preference. “Finance has not tested acquisition headroom” does not mean “the acquisition is prohibited.”

Identify the definition, qualification, cross-reference, or schedule to change. If the solution spans documents, enumerate them. Make fallbacks bounded: specify what can be conceded and whose approval is required, rather than recording “commercial compromise.”

Record: preferred instruction, fallback limits, rationale, approval owner, and information needed before negotiation. Leave an unapproved fallback visibly pending.

7. Reconcile decisions against the next draft

Compare revised text with approved instructions. Check whether another concession defeats the outcome or an ancillary document remains inconsistent. A changed definition may reopen several rows.

Distinguish “commercially agreed,” “drafted,” and “verified closed.” For deferred obligations, verify the schedule, timing, and extension authority. US Salt’s § 6.13(b) refers to scheduled tasks and permits a longer period reasonably acceptable to its named Lender Representative—not automatically the administrative agent (US Salt, § 6.13(b)).

Record: implementing version and pinpoint, verification owner, residual dependency, and any handoff to the closing or compliance team. Silence is not closure evidence.

Worked example

Fictional scenario: Alder Quay Components, Inc. is negotiating a $180 million term facility and $60 million revolver. Treasury expects seasonal drawings and an acquisition after closing. Counsel receives fictional credit agreement CA-03, security agreement SA-02, and term sheet TS-01. All parties, documents, amounts, and provisions in this example are fictional.

CA-03 includes an acquisition leverage adjustment, but no tested forecast has been supplied. Its later-drawing condition requires all representations without the requested materiality qualification. SA-02 requires specified collateral materials at funding; the team has discussed deferral, but no post-closing schedule accompanies the drafts.

I-01 needs a finance answer before counsel can recommend a covenant concession. I-02 requires changes to both the condition and certificate; treasury’s verification difficulty alone does not justify removing lender protections. I-03 cannot close on an oral assurance that delivery is “post-closing.” The missing schedule prevents verification of the proposed exception. None of these rows establishes an existing breach or lender acceptance.

Common mistakes

• Summarizing clauses instead of decisions. State the borrower consequence and requested response.
• Reviewing only economics or ratios. Trace definitions, exceptions, testing mechanics, and financing assumptions.
• Combining all conditions. Separate initial funding, later drawings, and deferred tasks because their solutions differ.
• Assuming agent authority. Identify the contractual consent or extension route and any unresolved exceptions.
• Closing on verbal agreement. Verify implementing text across affected documents and preserve approved residual risk.

Final quality check

Before circulating the decision version, confirm:

• Every material row has a version and pinpoint or identifies missing evidence.
• Source text, defined terms, qualifications, and amendment formatting were verified.
• Borrower impacts distinguish facts from assumptions.
• Initial funding, later drawings, and deferred obligations remain distinguishable.
• Asks and fallbacks reflect authorized instructions or are marked pending.
• Consent routes and unresolved authority questions are identified.
• Closed rows have implementation evidence; open rows have owners and next actions.
• Circulation respects confidentiality restrictions and protects unauthorized internal positions.

Complete the workflow with DecoverAI

DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its contract review workflow supports selecting the represented party in Word and supplying deal-specific instructions. Findings quote clauses, rank severity, locate text, and identify missing language as not present. Lawyers can edit or insert suggestions as ordinary tracked changes in the signed-in Word user’s name, or dismiss findings with reasons. Tabular review supports work across documents; the issues list and negotiation judgments remain the legal team’s responsibility. Book a demo to discuss borrower-side review.

Frequently asked questions

Should the issues list replace the redline?

No. The list explains decisions and priorities; the redline implements language. Connect them by issue ID and verify approved positions in every affected document.

How should missing schedules be treated?

Create an evidence-gap row stating what cannot be decided. Request the schedule and assign an owner. Do not infer deadlines, collateral coverage, or exceptions from an uncompleted reference.

Should every covenant concern be high priority?

No. Prioritize by borrower plans, forecast sensitivity, consequences, and decision timing. A small definition change may affect an acquisition more than a conspicuous ratio change.

Can the borrower’s list go directly to lenders?

Prepare an authorized circulation version. Remove internal fallbacks, sensitive assumptions, and restricted information while preserving sufficient source detail to explain the requested drafting response.

Sources

• New York Senate: UCC § 9-301.
• STORE Capital: September 29, 2025 credit agreement.
• ContextLogic / US Salt: February 26, 2026 credit agreement.
• RingCentral: September 2025 amendment and marked credit agreement.

Filed agreements illustrate negotiated wording in the identified versions, not market standards or subsequent amendment history.

This guide is general information about legal workflows, not legal advice for any matter. It was drafted and reviewed with AI assistance. The worked example is fictional. Contract rights and procedure depend on the governing law, the actual wording, and the facts, so check the cited sources and the rules that apply in your jurisdiction before relying on it.