ex432.htm


     

                                                                                             Exhibit
4.32

    
 

    FORM
OF AMENDMENT No. 2

    TO
THE Z TRIM HOLDINGS, INC. 8% CONVERTIBLE SENIOR SECURED NOTE

    


     

    This
amendment has been prepared in connection with the offering (the “Offering”) of
Units consisting of a $100,000 24-month senior secured promissory note (the
“Note”) convertible into shares of common stock, $.00005 par value (the “Common
Stock”) of Z Trim Holdings, Inc., an Illinois corporation (the “Company”),
bearing interest at the rate of 8% per annum,  plus included warrants
(the "Existing Warrants"), all as described in the Confidential Private
Placement Memorandum of the Company dated June 4, 2008, and supplemented August
20, 2008 (the “Memorandum”).

     

    More
specifically, the Parties seek to amend Section 1.2 of the Note to state as
follows:

     

    Section
1.2                      Ranking
and Covenants.

     

    
      	
               
      

            	
              (a)

            	
              Except
      as set forth on Schedule 1
      attached hereto, no indebtedness of the Company or any subsidiary of the
      Company is senior to this Note in right of payment, whether with respect
      to interest, damages or upon liquidation or dissolution or
      otherwise.  Until this Note is fully paid and discharged in
      full, the Company shall not, and shall not permit any subsidiary of the
      Company to, directly or indirectly, incur any indebtedness for borrowed
      money (excluding accounts payable incurred in the ordinary course of
      business) unless such indebtedness is expressly subordinated to this Note
      pursuant to a written subordination agreement acceptable in form, scope
      and substance to the Holder in its sole and absolute
      discretion.  Notwithstanding the foregoing, the Company may
      enter into an additional $5.5 million offering of 8% convertible senior
      secured notes (the “Additional
      Offering”) on substantially similar terms and conditions as this
      Note.  The Notes and any note issued by the Company pursuant to
      the Additional Offering shall rank pari passu with the Company’s
      obligations under this Note and may be secured equally and ratably by
      Liens, on or with respect to any of the Company’s property or assets now
      owned or hereafter acquired or any interest therein or any income or
      profits therefrom and shall have the benefit, to the full extent that and
      with such priority as the obligations under this
  Note.

            


    

     

    
      	
              (b)  

            	
              Except
      for Permitted Liens (as defined in Section 6.14 below) and Liens granted
      in connection with the Additional Offering, until this Note is fully paid
      and discharged in full, the Company shall not, and shall not permit any
      subsidiary of the Company to, directly or indirectly, incur any Lien (as
      defined in Section 6.14 below) on or with respect to any of the Collateral
      now owned or hereafter acquired, or any interest therein or any income or
      profits therefrom, without the prior written consent of the Holders of not
      less than a simple majority of the then outstanding aggregate principal on
      the 2008 and 2009 Notes.

            


    

     

    
      	
              (c)  

            	
              Until
      this Note is fully paid and discharged in full, the Company shall not, and
      shall not permit any subsidiary of the Company to, directly or indirectly,
      without the prior written consent of the Holders of not less than the
      simple majority of the then outstanding aggregate principal amount of the
      2008 and 2009 Notes, redeem, purchase or otherwise acquire any of the
      Company’s capital stock or set aside any monies for such a redemption,
      purchase or other acquisition.

            


    

     

    
      	
              (d)  

            	
               The
      Company shall perform any and all acts and execute any and all documents
      (including, without limitation, the execution, amendment or
      supplementation of any financing statement and continuation statement) for
      filing under the provisions of the Uniform Commercial Code (the “UCC”),
      and the rules and regulations thereunder, or any other statute, rule or
      regulation of any applicable jurisdiction which are necessary at the
      reasonable request of the Holder or its counsel in order to maintain in
      favor of the Holder of the Note, a valid and perfected Lien on and
      security interest in the
Collateral.

            


    

     

    Additionally,
the parties seek to add the following:

     

    Section
3.4 (a)(vii)   Any reset of the Conversion Price pursuant to
sections 3.4(a)(v) or (vi) shall not reduce the Conversion Price below $0.10
under any circumstances.

    
 

                                               ---           ---           ---           ---

     

    AMENDMENT
No. 1

     

    TO
THE Z TRIM HOLDINGS, INC. FORM OF WARRANT

     

    ACCOMPANYING
THE 8% CONVERTIBLE SENIOR SECURED NOTE


     

    This
amendment has been prepared in connection with the offering (the “Offering”) of
Units consisting of a $100,000 24-month senior secured promissory note (the
“Note”) convertible into shares of common stock, $.00005 par value (the “Common
Stock”) of Z Trim Holdings, Inc., an Illinois corporation (the “Company”),
bearing interest at the rate of 8% per annum, plus included warrants (the
"Existing Warrants"), all as described in the Confidential Private Placement
Memorandum of the Company dated June 4, 2008, and supplemented August 20, 2008
(the “Memorandum”).

     

    More
specifically, the Parties seek to amend all of the warrants issued pursuant to
the Offering to include the following language in Paragraph 6(e):

     

    Any reset of the Exercise Price
pursuant to the terms of this Warrant shall not reduce the Exercise Price below
$0.10 under any circumstances.

     

                                               ---           ---           ---           ---

     

     

    AMENDMENT
No. 1

     

    TO
THE Z TRIM HOLDINGS, INC. SECURITY AGREEMENT, PATENT SECURITY

    AGREEMENT
AND TRADEMARK SECURITY AGREEMENT (“AGREEMENTS”)

    ACCOMPANYING
THE 8% CONVERTIBLE SENIOR SECURED NOTE

    


     

    This
amendment has been prepared in connection with the offering (the “Offering”) of
Units consisting of a $100,000 24-month senior secured promissory note (the
“Note”) convertible into shares of common stock, $.00005 par value (the “Common
Stock”) of Z Trim Holdings, Inc., an Illinois corporation (the “Company”),
bearing interest at the rate of 8% per annum, plus included warrants (the
"Existing Warrants"), all as described in the Confidential Private Placement
Memorandum of the Company dated June 4, 2008, and supplemented August 20, 2008
(the “Memorandum”).

     

    More
specifically, the Parties seek to amend the Agreements to expressly discharge JP
Turner & Company, LLC as the Collateral Agent and to allow for decisions
regarding the collateral to be made by a majority of the Holders of the Notes
(on a weighted average basis based on the amounts invested) pursuant to the
terms of the Security Agreements.

     

    ---           ---           ---           ---

     

           Please acknowledge
your acceptance of the proposed amendments to the Z Trim Holdings, Inc. 8%
Convertible Senior Secured Note and Agreements by signing below.

     

    Further,
by signing below, you expressly direct JP Turner & Company, LLC, as the
original Collateral Agent under the Security Agreements as set forth above, to
take all such measures necessary to promptly release to the Company all funds
currently held in escrow at U.S. Bank National Association (Ref: a/c#129095000 /
JP Turner Z Trim) relating to the sale of Accutek filling equipment by the
Company.

     

     

    Note
Holder:

     

     

    _________________________________                                                                                     ______________________

    Signed                                                                                                 Date

     

     

    _________________________________

    Printed

     

     

    Company:

     

     

    _________________________________                                                                                     ______________________

    Signed                                                                                                 Date

     

    


     

    _________________________________

    Printed