GENERAL44265

• Permit No: M1977376
• IBM Index Class Name: General Documents
• Doc Name: COVENANT SUPPLEMETN TO ACCOUNTS FINANCING AGREEMENT SECURITY AGREEMENT
• Media Type: D
• Archive: No

2.12 Super-Priority Administrative Expense. All Obligations
of Borrower to Congress incurred during the pendency of the
Chapter 11 Case or thereafter shall, in addition to being secured
by the collateral granted hereunder and under the other Financing
Agreements, constitute claims entitled to super-priority under
Section 364(c)(1) of the Bankruptcy Code, as more fully set forth
in the Financing Order, provided, that, the administrative expense
priority granted to Congress pursuant to the Financing Order as in
effect on the date hereof shall be junior and subordinate to
allowed and unpaid administrative expense claims arising pursuant
to 11 U.S.C. Sections 330 and 331 of the Bankruptcy Code for
professional persons retained pursuant to 11 U.S.C. Sections 327
and 1103 of the Bankruptcy Code and the fees of the United States
Trustee in an amount not to exceed $300,000, in the aggregate at
any time during the time period of the interim Financing Order or
any extension thereof, but in no event to exceed $700,000 in the
aggregate at any time after the entry of a permanent Financing
Order and during the term hereof; but without prejudice to the
rights of.Congress to be heard with respect to the allowance or
amount of such claims.
2.13 Use of Proceeds. All loans, advances and other
financial accommodations made by Congress to Borrower pursuant to
the Accounts Agreement or otherwise shall be used exclusively for
general operating and working capital purposes of Borrower and
Guarantors in the ordinary course of their respective businesses
(including amounts paid for such purpose which may constitute
administrative expenses under Sections 503(b)(1)(A) and
503(b)(1)(B) of the Bankruptcy Code) and may be used for the
payment of allowed administrative expense claims for professional
persons and the fees of the United States Trustee as described in
Section 2.12 above. No portion of any other administrative
expense claims or other claims relating to the Chapter 11 Case
shall be paid with the proceeds of such loans, advances or other
financial accommodations made by Congress, other than those
administrative expense claims and other claims relating to the
Chapter 11 Case directly attributable to the operation of the
businesses of Borrower and Guarantors.
2.14 Net worth. Borrower will, at all times, maintain a
Consolidated Tangible Net Worth of not less than $10,000,000.
2.15 Working Capital. Borrower will, at all times,
maintain a Consolidated Working Capital of not less than
$20,000,000.
2.16 Capital Expenditures. Borrower will not, and will not
permit any subsidiary to, in the aggregate for all of them,
directly or indirectly, expend or commit to expend (through
purchase, capital leases or otherwise) fixed or capital assets, or
incur Indebtedness to finance the acquisition of fixed or capital
assets, on a non-cumulative basis (such that expenditures not made
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