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Exhibit 10.19
WAIVER AND RIDER NO. 7
TO
EQUIPMENT LEASE
AGREEMENT
THIS WAIVER AND RIDER NO. 7 TO MASTER LEASE AGREEMENT, dated as
of
March 30, 2005 (this
"Agreement"), between STONEPATH GROUP, INC., MGR, INC.
d/b/a AIR PLUS LIMITED, and
STONEPATH LOGISTICS DOMESTIC SERVICES, INC.
(jointly, severally and
collectively, the "Lessee"), on the one hand, and
LASALLE NATIONAL LEASING
CORPORATION (the "Lessor"), on the other hand.
W I T N E S S E T H:
WHEREAS, the Lessee and the Lessor are parties to the Master
Lease
Agreement dated as of June 6,
2003, as amended and restated from time to time
(the "Lease Agreement"), and
Lease Schedule No. A1 and Lease Schedule No. B1
subject thereto;
and
WHEREAS, a cross-default has occurred under the Lease Agreement due
to
Lessee's default under a
credit facility with another lender, which default was
declared by LaSalle on March
15, 2005 (the "Subject Event of Default"); and
WHEREAS, the parties entered into Waiver and Rider No. 6 to
Equipment
Lease Agreement dated as of
March 15, 2005 ("Waiver and Rider No. 6"); and
WHEREAS, the Lessee has requested that, as of the Effective Date,
the
Subject Event of Default be
waived and the amendment set forth herein be made;
and
WHEREAS, the Lessor is willing, subject to the terms and
conditions
hereinafter set forth, to
grant such waiver;
NOW, THEREFORE, in consideration of the agreements herein
contained,
the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
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SECTION 1.1 CERTAIN DEFINITIONS. The following terms (whether or
not
underscored) when used in
this Agreement shall have the following meanings:
"Agreement" is defined in the preamble.
"Effective Date" shall have the meaning provided in Section
5.1.
"Lease Agreement" is defined in the first recital.
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"Lessee" is defined in the preamble.
"Lessor" is defined in the preamble.
"Subject Event of Default" defined in the second
recital.
OTHER DEFINITIONS. Unless otherwise defined or the context
otherwise
requires, terms used herein
have the meanings provided for in the Lease
Agreement.
ARTICLE II
WAIVER
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Effective on (and subject to the occurrence of) the Effective Date,
the
Lessor waives the Subject
Event of Default that occurred as a result of the
cross-default of the Lease,
subject to the condition(s) in Article III of this
Agreement.
ARTICLE III
AMENDMENT
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The Lessee agrees that by the close of business on March 31, 2005,
it
shall pay to LaSalle in
immediately available funds, the sum of $438,309.06,
which sum represents the
total amounts due and owing under Lease Schedule No. A1
to the Lease Agreement.
Lessee further agrees that by the close of business on
Ap
