Amendment to Security Agreement between HealthCentral.com and Secured Parties (May 11, 2001)

Summary

This amendment updates the Security Agreement originally signed on May 10, 2001, between HealthCentral.com and a majority of its secured creditors. The changes clarify how the value of inventory and accounts receivable are calculated for loan purposes and specify that a majority of secured parties can appoint a representative to execute financing documents. The amendment is effective as of May 11, 2001, and is signed by HealthCentral.com and several secured parties.

EX-10.48 10 dex1048.txt AMENDMENT TO THE SECURITY AGREEMENT EXHIBIT 10.48 AMENDMENT TO SECURITY AGREEMENT ------------------------------- This Amendment (the "Amendment") to Security Agreement is effective as of --------- May 11, 2001, by and among HealthCentral.com, a Delaware corporation (the "Debtor"), and a Majority in Interest of the Secured Parties (as defined in the ------ Security Agreement), and amends that certain Security Agreement (the "Security -------- Agreement") dated May 10, 2001. Capitalized terms used but not defined herein - --------- shall have the meanings given such terms in the Security Agreement. RECITALS A. The Debtor and the Secured Parties are parties to the Security Agreement, pursuant to which the Debtor granted to the Secured Parties security interest in the Collateral (as defined in the Security Agreement). B. The Debtor and a majority in interest of the Secured Parties may amend the Security Agreement pursuant to Section 12. In consideration of the mutual promises contained herein, the parties agree as follows: 1. Amendment. --------- a. Section 6(ii) of the Security Agreement is hereby amended to read in its entirety as follows (with the amended language highlighted in bold): "if the outstanding amount of principal under the Notes exceeds the sum of (i) fifty percent (50%) of the inventory as stated in the Company's latest monthly inventory and accounts receivable report, which shall reflect the Company's best estimate of appropriate net adjustments and write-downs for impairment (the "Inventory/A/R Report"), as reported to the -------------------- Secured Parties, plus (ii) eighty percent (80%) of the accounts receivable that are not more than 90 days past due, net of reserves as stated in the Company's latest Inventory/A/R Report, as reported to the Secured Parties, and the Company does not cure such default within ten (10) days thereafter; or" b. Section 10 of the Security Agreement is hereby amended to read in its entirety as follows (with the amended language highlighted in bold): "Power of Attorney. A Majority in Interest of the Secured Parties may at ----------------- any time in writing appoint a representative as the true and lawful attorney- in-fact for the Secured Parties with full power of substitution to execute on behalf of the Secured Parties a financing statement covering the Collateral, and any and all financing statements, continuation statements and amendments thereto and all releases and -1- termination statements relating thereto as may be designated in writing by a Majority in Interest of the Secured Parties." 2. Counterparts. This Amendment may be executed in two or more ------------ counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signature Page Follows] -2- IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Security Agreement effective as of the date first above written. DEBTOR: HEALTHCENTRAL.COM By: /s/ C. Fred Toney ------------------------------------ Name: C. Fred Toney ------------------------------------ Title: Chief Executive Officer ------------------------------------ SECURED PARTIES PORRIDGE, LLC By: /s/ Arthur J. Samberg ------------------------------------ Name: Arthur J. Samberg ------------------------------------ Title: Managing Partner ------------------------------------ PAW OFFSHORE FUND, LTD. By: /s/ John Ernenwein ------------------------------------ Name: John Ernenwein ------------------------------------ Title: Chief Op. Officer of Inv. Advisor ------------------------------------ PAW PARTNERS , LP. By: /s/ John Ernenwein ------------------------------------ Name: John Ernenwein ------------------------------------ Title: Chief Op. Officer of G.P. ------------------------------------ SIGNATURE PAGE TO AMENDMENT TO SECURITY AGREEMENT HELZEL KIRSHMAN, L.P. By: /s/ Lawrence B. Helzel ------------------------------------ Name: Lawrence B. Helzel ------------------------------------ Title: General Partner ------------------------------------ HORNTHAL LIVING TRUST By: /s/ James Hornthal ------------------------------------ Name: James Hornthal ------------------------------------ Title: Trustee ------------------------------------ C. FRED TONEY By: /s/ C. Fred Toney ------------------------------------ Name: Ruth A. Schaumberger ------------------------------------ Title: ____________________________________ BANK ONE TRUST COMPANY, N.A. AS TRUSTEE OF RONALD L. CHEZ IRA By: /s/ Ruth A. Schaumberger ------------------------------------ Name: Ruth A. Schaumberger ------------------------------------ Title: Vice President ----------------------------------- SIGNATURE PAGE TO AMENDMENT TO SECURITY AGREEMENT LEO B. AND FLORENCE HELZEL LIVING TRUST By: /s/ Leo B. Helzel ------------------------------------ Name: Leo B. Helzlel ------------------------------------ Title: Trustee ------------------------------------ HENRY F. BANNISTER By: /s/ Henry F. Bannister ------------------------------------ Name: Henry F. Bannister ------------------------------------ Title: ____________________________________ THE LEONARD AND DENA OPPENHEIM REVOCABLE TRUST DATED 1/6/00 By: /s/ Leonard A. Oppenheim ------------------------------------ Name: Leonard A. Oppenheim ------------------------------------ Title: Trustee ------------------------------------ LARRY ZALK By: /s/ Larry Zalk ------------------------------------ Name: Larry Zalk ------------------------------------ Title: ____________________________________ SIGNATURE PAGE TO AMENDMENT TO SECURITY AGREEMENT UBS PAINEWEBBER INC., NOT IN ITS CORPORATE CAPACITY BUT SOLELY AS CUSTODIAN FOR THE INDIVIDUAL RETIREMENT ACCOUNT OF CHARLES FREDERICK TONEY JR. By: /s/ Stephen Massocca ------------------------------------ Name: Stephen Massocca ------------------------------------ Title: President ------------------------------------ THE KEVIN R.E. CASTNER SEPARATE PROPERTY REVOCABLE TRUST, DATED FEBRUARY 16, 2001 By: /s/ Kevin R.E. Castner ------------------------------------ Name: Kevin R.E. Castner ------------------------------------ Title: Trustee ------------------------------------ SIGNATURE PAGE TO AMENDMENT TO SECURITY AGREEMENT