(http://www.autoadmit.com/thread.php?thread_id=4974597&forum_id=2#43524275)

In the partner’s office, Linda listens to the following discussion between the partner and the senior associate:

"This will be a syndicated loan with both a revolver and two or three term facilities. Barnes is currently financed by Minibank, so we’ll need to review the existing credit facility, understand the prepayment provisions, and arrange to terminate all Minibank’s existing liens and lien filings. Linda, that will be your job."

"Also, Ashley has twenty subsidiaries—we’ll need to diligence them and make them a part of the credit package. One of them has an existing mortgage financing on its plant. Barnes wants to keep that financing in place because the pricing is cheap, so Linda, you’ll need to review those agreements to determine whether there are any covenants that would prevent that subsidiary from executing a guarantee and security agreement."

"And speaking of guarantees and security agreements, why don’t you take a first cut at drafting the guarantee that all of the subsidiaries will sign and the security agreement that the guarantors and the borrower will sign. Bob will show you the precedents to use—the ones from the Romero transaction. All of the representations in the existing agreements will need to be modified to reflect the new parties."

Within the hour, Linda has the Minibank credit agreement, the subsidiary mortgage and the guarantee and security agreement precedents on her desk. She is doing her best to maintain her sense of confidence and optimism; nonetheless, her complexion has taken on a pasty green look.

Meanwhile, her next-door neighbor, also a first-year associate, is down in the library beginning work on his first assignment. He was told that the client was being sued for breach of a supply contract and was instructed to research and write a memorandum of law on the enforceability of a liquidated damages clause in the contract.

Why is this other associate in an entirely better mental state than Linda? Like many first-year litigation assignments, his assignment is something that law school taught him how to do.

-Working with Contracts, 2nd Ed. (What Law School Doesn’t Teach You, Practising Law Institute), by Charles M. Fox

(http://www.autoadmit.com/thread.php?thread_id=4974597&forum_id=2#43524540)