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Exhibit 102
PROMISSORY NOTE
May 31,
2007
$414,996.00
FOR VALUE RECEIVED, Xfone USA,
Inc.
("Debtor"),
promises to pay to the order of Embarq Logistics,
Inc. ("Embarq") by wire transfer
at Citibank,
388 Greenwich St., New York, NY 10013, ABA# 021 000 089, Account #
0000-1345 , or at such other place as
Embarq designates in writing from time to time, the principal sum
of FOUR HUNDRED FOURTEEN
THOUSAND NINE HUNDRED NINTY-SIX AND 00/100 DOLLARS
($414,996 .00
)
. The
principal is payable in 6
consecutive
monthly
installments of $69,166.00 each, beginning on June 30
, 2007 and on the
30th of each month until fully paid on November 30
,
2007.
Debtor must remit all payments owing under this Note in
U.S. Dollars so that Embarq may immediately apply these funds
for the credit of Debtor on or before the date that the
payment or payments is or are due.
Debtor may prepay this Note at any time and from time
to time, in whole or in part, without premium or
penalty. Prepayments will be applied towards the
monthly installment(s) under this Note as they become
due. If a prepayment is insufficient to fully pay
a monthly installment, Embarq will advise Debtor and Debtor
will pay the difference on or before the monthly installment
due date.
If Debtor defaults on any of its obligations under this
Note which is not cured within ten (10) business days (an
“Event of Default”), Embarq may, at its
option: (i) have all principal then outstanding or
owing bear interest at a rate of 18% per year as long as the
Event of Default continues; and/or (ii) declare all sums
outstanding or owing, including interest, immediately due and
payable without presentment, demand or notice of any kind,
all of which, to the extent permitted by applicable law, are
expressly waived by Debtor.
If Embarq engages an attorney because of an Event of
Default under this Note, or to enforce or defend any
provision of this Note, Debtor will pay upon demand, to the
extent permitted or not prohibited by applicable law, all
reasonable outside attorneys' fees and costs so incurred by
Embarq.
No waiver of any breach, Event of Default or failure of
condition under the terms of this Note will be implied from
Embarq’s failure to take, or any delay by Embarq in
taking, action with respect to any breach, Event of Default
or failure of condition, or from any previous waiver of any
similar or unrelated breach, Event of Default or failure of
condition. A waiver of any term of this Note must
be made in writing and will be limited to the express written
terms of the waiver.
If any provision of this Note is contrary to,
prohibited by or deemed invalid under applicable laws or
regulations, the provision will be inapplicable and deemed
omitted to the extent so contrary, prohibited or invalid, but
the remainder of the Note will not be in
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