Exhibit 10.32


 


AMENDMENT TO

TERM CREDIT AGREEMENT


THIS AMENDMENT TO TERM CREDIT AGREEMENT (this “Amendment”)
is made and entered into as of October 26, 2005 by and among STONEPATH HOLDINGS
(HONG KONG) LIMITED a company incorporated under the laws of Hong Kong (“Borrower”),
HONG KONG LEAGUE CENTRAL CREDIT UNION, in its capacity as a lender hereunder (“Lender”)
and SBI ADVISORS, LLC, a California limited liability company, in its capacity
as agent for Lender (“Agent”), with reference to the following:


WITNESSETH:


WHEREAS, Lender, Agent, and Borrower are parties to
the Term Credit Agreement dated October 27, 2004 (the “Initial Term Credit
Agreement”) pursuant to which Lender agreed to make term loans to Borrower in
an aggregate amount not to exceed $10 million, of which the aggregate principal
amount of $5,000,000 is outstanding; and


WHEREAS, pursuant to the terms of an Exchange
Agreement dated the date hereof (the “Exchange Agreement”) by and among Lender,
Agent, Borrower and Stonepath Group, Inc. (“Group”) have agreed to (i) exchange
$3,000,000 of the principal amount outstanding under the Initial Term Credit
Agreement for newly issued preferred shares of Borrower which are exchangeable
for shares of common stock of Group, (ii) extend the date for the repayment of
$1,000,000 of the remaining $2,000,000 principal amount outstanding under the
Initial Term Credit Agreement, (iii) terminate the Security Agreements and the
security interests created thereby, and (iv) have Group issue to Lender a
warrant to purchase shares of Group’s common stock; and


 


WHEREAS, the parties have agreed to amend the Initial
Term Credit Agreement to give effect to these transactions.


NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the delivery, receipt, and sufficiency of which are hereby
acknowledged, the parties hereby agree to amend the Initial Term Credit
Agreement as follows:


1.             Defined Terms. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Initial Term Credit Agreement.


2.             Amendments.


(a)           Definitions. The definitions “Advance
Request,” “Collateral,” “Lien,” “Permitted Lien,” and “Secured Obligations” are
hereby deleted from Section 1 of the Initial Term Credit Agreement. The
definition of “Maturity Date” is hereby replaced with the following definition:


“‘Maturity
Dates’ has the meaning set forth in SECTION 2(B).”


(b)           Term Loan Advances. Section
2(a) of the Initial Term Credit Agreement is revised to read in its entirety as
follows:


“Term
Loan Advances. Lender has made term loans to Borrower in the aggregate
principal amount of Five Million Dollars ($5,000,000) (the “Term Loans”).
Contemporaneously with the execution and delivery of the Amendment to Term
Credit Agreement, Lender has exchanged Three Million Dollars ($3,000,000) of
the outstanding principal amount of the Term Loans for preferred shares of
Borrower, thereby reducing the remaining principal amount of the Term Loans to
Two Million Dollars ($2,000,000). The Term Loans may be repaid at any time
prior to the Maturity Dates without premium or penalty, but may not be
reborrowed once repaid. No further Term Loans shall be advanced by Lender.”


(c)           Term.      Section 2(b) of the Initial Term Credit Agreement is revised to
read in its entirety as follows:





















“Term.
One Million Dollars ($1,000,000) in outstanding principal amount of the Term
Loans, and accrued but unpaid interest on such principal amount shall, subject
to Section 2(c) below, be payable on November 4, 2005 (the “First Maturity Date”).
All remaining unpaid principal and accrued, but unpaid interest of the Term
Loans and other amounts payable hereunder shall, subject to Section 2(c) below,
be payable in full on November 4, 2007 (the “Second Maturity Date” and
collectively with the First Maturity Date, the “Maturity Dates”).”


(d)           Interest Rate.  The Interest Rate in Section 2(c) of the
Initial Term Credit Agreement is revised from “fifteen percent (15%)” to “twelve
percent (12%).”


(e)           Events of Default. Section
8(c) of the Initial Term Credit Agreement is revised to read in its entirety as
follows: “[INTENTIONALLY OMITTED].”


(f)            Notices. The address for
Borrower in Section 11(c) of the Initial Term Credit Agreement is hereby
revised to read as follows:


 


	
  If to Borrower:

  	
  Stonepath Holdings
  (Hong Kong) Limited

  
	
   

  	
  Unit 2602, 26th Floor,
  Miramar Tower

  
	
   

  	
  132 Nathan Road,
  Tsimshatsui, Kowloon,

  
	
   

  	
  Hong Kong

  
	
   

  	
   

  
	
   

  	
  with copies to:

  	
  Stonepath Group, Inc.

  
	
   

  	
  World
  Trade Center

  
	
   

  	
  2200
  Alaskan Way, Suite 200

  
	
   

  	
  Seattle,
  Washington 98121

  
	
   

  	
  Attention:
  Mr. Robert Arovas, President

  
	
   

  	
  Telecopier No.:
  206-336-5401

  
	
   

  	
   

  
	
   

  	
  and

  	
   

  
	
   

  	
   

  
	
   

  	
  Brian S. North, Esquire

  
	
   

  	
  Buchanan Ingersoll PC

  
	
   

  	
  1835 Market Street, 14th Floor

  
	
   

  	
  Philadelphia, PA 19103

  
	
   

  	
  Telecopier No. (215) 665-8760

  
				



3.             Termination of Security
Agreements; Release of Collateral. 
All Security Agreements, including, without limitation, the Floating
Charge Over Accounts Receivables dated October 27, 2004 between Stonepath
Logistics (Hong Kong) Limited, Lender, and Agent, the Floating Charge Over
Accounts Recievables dated October 27, 2004 between G Link Express Logistics
(Singapore) Pte.Ltd, Lender and Agent, and the Floating Charge Over Accounts
Recievables dated October 27, 2004 between Planet Logistics Express (Singapore)
Pte Ltd., Lender, and Agent are hereby terminated.  Lender and Agent hereby release any and all
security interests, liens, charges, and other interests they have in any
collateral, whether granted under the Security Agreements or otherwise, and
agree to take all such action as may be reasonably requested by Borrower to
terminate such security interests, liens, charges, and other interests of
record.


 


                4.             Ratification  of Initial Term Credit Agreement.  Except as expressly set forth herein, all of
the terms and conditions of the Initial Term Credit Agreement are hereby
ratified and confirmed and continue unchanged and in full force and effect. All
references to the Term Credit Agreement shall mean the Term Credit Agreement as
modified by this Amendment. No modification hereof shall be binding or
enforceable unless in writing and signed by the party against whom enforcement
is sought.


 


                5.             Counterparts; Facsimile
Signatures.  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.
Facsimile signatures to this Agreement shall be deemed to be original
signatures.


 


2





















IN
WITNESS WHEREOF, the parties hereto do execute this Agreement as of the date
first above written.


 


	
   

  	
  STONEPATH HOLDINGS

  
	
   

  	
  (HONG KONG) LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Robert Arovas

  
	
   

  	
  Name: 

  	
  Robert Arovas

  
	
   

  	
  Its: 

  	
  Director

  



 


[signatures continued on next page]


 


3





















 


	
   

  	
  SBI ADVISORS, LLC, solely in its capacity as
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Shelly Singhal

  
	
   

  	
  Name: 

  	
  Shelly Singhal

  
	
   

  	
  Its: 

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HONG KONG LEAGUE CENTRAL CREDIT UNION

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Shelly Singhal

  
	
   

  	
  Name: 

  	
  Shelly Singhal

  
	
   

  	
  Its: 

  	
  Agent

  



4