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Exhibit 103
Parent Guarantee
This
Parent Guarantee, dated as of May 31 ,
2007, is made by Xfone, Inc. ("Guarantor"), a company
incorporated under the laws of Nevada, in favor of Embarq
Logistics, Inc. (“Embarq").
I.
GUARANTEE
To
induce Embarq to execute the Settlement Agreement and Release
of the same date (the "Agreement"), and to accept the
Promissory Note of the same date from Xfone USA, Inc., a
company incorporated under the laws of Mississippi and a
wholly-owned subsidiary of Guarantor
(respectively, the "Note", "Xfone USA"), Guarantor irrevocably
and unconditionally guarantees to Embarq, its successors,
endorsees and assigns, the prompt payment and/or performance
when due, subject to any applicable grace period, of the
Settlement Amount (as defined in the Agreement) and/or any
other obligation of Xfone USA to Embarq pursuant to the
Agreement and the Note (collectively, the "Obligations") and,
without limitation, Guarantor undertakes with Embarq that
whenever Xfone USA fails to pay, perform, or discharge, or is
otherwise in default in respect of any of the Obligations,
Guarantor shall forthwith on demand by Embarq pay, perform,
and discharge the Obligations and make good any such default
as if Guarantor instead of Xfone USA was bound by the
Obligations ("Guarantee").
II.
EXTENSIONS
Guarantor
agrees that Embarq, or any legitimate holder of the
Obligations (subject to Section X of this Guarantee) may at
any time and from time to time, either before or after
maturity thereof, without notice to or further consent of
Guarantor, extend the time of payment and/or performance of,
exchange, or surrender any collateral for, or renew any of the
Obligations and may also make any agreement with Xfone USA or
with any other party to or person liable on any of the
Obligations, or interested therein, for the extension,
renewal, payment, compromise, discharge or release thereof, in
whole or in part, or for any modification of the terms
thereof, in whole or in part, or of any other agreement
between Embarq and Xfone USA or any such other party or
person, without impairing or affecting this Guarantee.
Guarantor agrees that Embarq may seek payment of any of the
Obligations from Guarantor, whether or not Embarq shall have
released the value of any collateral security, or shall have
proceeded against any other obligor principally or secondarily
obligated for any of the Obligations.
III.
EXPENSES
Guarantor
agrees to pay on demand all reasonable out-of-pocket expenses
(including the reasonable fees and expenses of Embarq's
counsel) incurred in connection with any default, collection,
enforcement, or protection of the rights of Embarq hereunder,
provided that Guarantor shall not be liable for any expenses
of Embarq if no payment under this Guarantee is
due.
IV.
SUBROGATION, INDEMNIFICATION, AND REIMBURSEMENT
Guarantor
will not exercise any rights it may acquire by subrogation,
indemnification and/or reimbursement that it may have against
Xfone USA, until all the Obligations to Embarq have been paid
in full. If any amount is paid to Guarantor in
violation of the preceding sentence, such amount shall be held
in trust for the benefit of Embarq and shall be paid forthwith
to Embarq to be credited and applied to the Obligations,
whether matured or not. Subject to the foregoing,
upon payment of all the Obligations, Guarantor shall be
subrogated to the rights of Embarq against Xfone USA,
indemnified or reimbursed, and Embarq agrees to take, at
Guarantor's expense, such steps as Guarantor may reasonably
request to implement such subrogation, indemnification, or
reimbursement.
V. ABSOLUTE
AND CONTINUING GUARANTEE
This
Guarantee is absolute, unconditional, and irrevocable and
shall remain in full force and effect and be binding upon
Guarantor, its successors, and permitted assigns until all of
the Obligations have been satisfied in full, notwithstanding
any intermediate settlement of account or payment or any
change in the constitution or control of, or the appointment
of a receiver, administrative receiver, or administrator of
any of Xfone USA's assets, insolvency, or any bankruptcy,
winding-up, reorganization, amalgamation, reconstruction or
analogous matter or proceedings relating to Xfone
USA. Further, this Guarantee shall not be affected
by any other circumstance affecting Xfone USA's ability to
meet its liabilities, or any other matter or thing
whatsoever. Embarq shall not be obligated to file
any claim relating to the Obligations if Xfone USA becomes
subject to a bankruptcy, reorganization, or similar
proceeding, and the failure of Embarq to so file shall not
affect this Guarantee. If any payment of Xfone USA
on account of any Obligation is rescinded or must otherwise be
returned as a result of any bankruptcy proceeding, or for any
reason whatsoever, Guarantor shall remain liable hereunder for
such Obligation as if such payment had not been made, and
Guarantor agrees that Guarantor will indemnify Embarq on
demand for all reasonable costs and expenses (including,
without limitation, fees of counsel) incurred by Embarq in
connection with such rescission or restoration to the extent
the amount of such payment is guaranteed
hereunder. If any present or future Obligations are
guaranteed by persons, partnerships, or corporations in
addition to Guarantor, the death, release, discharge in
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