exh10_1.htm


     

    
      

      

    

    
 

    


     

    Exhibit
10.1

     

    GUARANTY

     

     

    
    

     

    
      	 New York, New
      York	 February 24,
      2010


    

     

     

    FOR VALUE
RECEIVED, and in consideration of credit extended by the Lenders (as defined
below) to or for the account of Rapid Link, Incorporated, a Delaware corporation
(the “Company”), from time
to time and at any time and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, each of the undersigned
(and each of them if more than one, the liability under this Guaranty being
joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”)
unconditionally guaranties to the Creditor Parties (as defined below), their
successors, endorsees and assigns the prompt payment when due (whether by
acceleration or otherwise) of all present and future obligations and liabilities
of any and all kinds of the Company to the Creditor Parties and of all
instruments of any nature evidencing or relating to any such obligations and
liabilities upon which the Company or one or more parties and the Company is or
may become liable to the Creditor Parties, whether incurred by the Company as
maker, endorser, drawer, acceptor, guarantor, accommodation party or otherwise,
and whether due or to become due, secured or unsecured, absolute or contingent,
joint or several, and however or whenever acquired by the Creditor Parties,
whether arising under, out of, or in connection with (i) that certain Master
Security Agreement dated as of the date hereof (as amended, restated, modified
and/or supplemented from time to time, the “Security Agreement”)
by and among the Company, Guarantor, the lenders named therein or which
thereafter became or become a party thereto (each a “Lender” and
collectively, the “Lenders”) and LV
Administrative Services, Inc., as administrative and collateral agent for the
Lenders (in such capacity, the “Agent”) (the Lenders
and the Agent, each a “Creditor Party” and
collectively, the “Creditor Parties”),
(ii) that certain Secured Term Note dated on or about the date hereof issued by
the Company to the Lenders (as amended, restated, modified and/or supplemented
from time to time, the “Note”) and (iii) all
other documents, instruments or agreements relating to or executed in connection
therewith or any documents, instruments or agreements referred to therein (the
Security Agreement, the Note and each such document, instrument and agreement,
as each may be amended, modified, restated or supplemented from time to time,
are collectively referred to herein as the “Documents”), whether
now existing or hereafter arising, direct or indirect, liquidated or
unliquidated, absolute or contingent, due or not due and whether under, pursuant
to or evidenced by a note, agreement, guaranty, instrument or otherwise (all of
which are herein collectively referred to as the “Obligations”), and
irrespective of the genuineness, validity, regularity or enforceability of such
Obligations, or of any instrument evidencing any of the Obligations or of any
collateral therefor or of the existence or extent of such collateral, and
irrespective of the allowability, allowance or disallowance of any or all of the
Obligations in any case commenced by or against the Company under Title 11,
United States Code, including, without limitation, obligations or indebtedness
of the Company for post-petition interest, fees, costs and charges that would
have accrued or been added to the Obligations but for the commencement of such
case.  Terms not otherwise defined herein shall have the meaning
assigned such terms in the Security Agreement.  In furtherance of the
foregoing, the undersigned hereby agrees as follows:

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    1. Limitation on
Liability.  Notwithstanding anything in this Guaranty to the
contrary, the aggregate maximum liability of the undersigned hereunder shall not
exceed, at any time, One Million Two Hundred Fifty Thousand Dollars ($1,250,000)
plus interest thereon together with all costs, fees and expenses (including
expenses for legal services of every kind) relating to or incidental to the
enforcement or protection of the rights of the Creditor Parties
hereunder.

     

    2. No
Impairment.  The Creditor Parties may at any time and from time
to time, either before or after the maturity thereof, without notice to or
further consent of the undersigned, extend the time of payment of, exchange or
surrender any collateral for, renew or extend any of the Obligations or increase
or decrease the interest rate thereon, or any other agreement with the Company
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 or of any agreement between any Creditor Party and the Company or any
such other party or person, or make any election of rights the Creditor Parties
may deem desirable under the United States Bankruptcy Code, as amended, or any
other federal or state bankruptcy, reorganization, moratorium or insolvency law
relating to or affecting the enforcement of creditors’ rights generally (any of
the foregoing, an “Insolvency Law”)
without in any way impairing or affecting this Guaranty.  This
Guaranty shall be effective regardless of the subsequent incorporation, merger
or consolidation of the Company, or any change in the composition, nature,
personnel or location of the Company and shall extend to any successor entity to
the Company, including a debtor in possession or the like under any Insolvency
Law.

     

    3. Guaranty
Absolute.  Subject to Section 6(c) hereof, each of the
undersigned jointly and severally guarantees that the Obligations will be paid
strictly in accordance with the terms of the Documents and/or any other
document, instrument or agreement creating or evidencing the Obligations,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Company with
respect thereto.  Guarantors hereby knowingly accept the full range of
risk encompassed within a contract of “continuing guaranty” which risk includes
the possibility that the Company will contract additional indebtedness,
obligations and liabilities for which Guarantors may be liable hereunder after
the Company’s financial condition or ability to pay its lawful debts when they
fall due has deteriorated, whether or not the Company has properly authorized
incurring such additional indebtedness, obligations and
liabilities.  The undersigned acknowledge that (i) no oral
representations, including any representations to extend credit or provide other
financial accommodations to the Company, have been made by any Creditor Party to
induce the undersigned to enter into this Guaranty and (ii) any extension of
credit to the Company shall be governed solely by the provisions of the
Documents.  The liability of each of the undersigned under this
Guaranty shall be absolute and unconditional, in accordance with its terms, and
shall remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever, including, without limitation: (a) any
waiver, indulgence, renewal, extension, amendment or modification of or
addition, consent or supplement to or deletion from or any other action or
inaction under or in respect of the Documents or any other instruments or
agreements relating to the Obligations or any assignment or transfer of any
thereof, (b) any lack of validity or enforceability of any Document or other
documents, instruments or agreements relating to the Obligations or any
assignment or transfer of any thereof, (c) any furnishing of any additional
security to the Creditor Parties or their assignees or any acceptance thereof or
any release of any security by the Creditor Parties or their assignees, (d) any
limitation on any party’s liability or obligation under the Documents or any
other documents, instruments or agreements relating to the Obligations or any
assignment or transfer of any thereof or any invalidity or unenforceability, in
whole or in part, of any such document, instrument or agreement or any term
thereof, (e) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to the
Company, or any action taken with respect to this Guaranty by any trustee or
receiver, or by any court, in any such proceeding, whether or not the
undersigned shall have notice or knowledge of any of the foregoing, (f) any
exchange, release or nonperfection of any collateral, or any release, or
amendment or waiver of or consent to departure from any guaranty or security,
for all or any of the Obligations or (g) any other circumstance which might
otherwise constitute a defense available to, or a discharge of, the
undersigned.  Any amounts due from the undersigned to the Creditor
Parties shall bear interest until such amounts are paid in full at the highest
rate then applicable to the Obligations.  Obligations include
post-petition interest whether or not allowed or allowable.

     

     

     

     

    
      
        
        

      

      
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    4. Waivers.

     

    (a) This
Guaranty is a guaranty of payment and not of collection.  The Creditor
Parties shall be under no obligation to institute suit, exercise rights or
remedies or take any other action against the Company or any other person or
entity liable with respect to any of the Obligations or resort to any collateral
security held by it to secure any of the Obligations as a condition precedent to
the undersigned being obligated to perform as agreed herein and each of the
Guarantors hereby waives any and all rights which it may have by statute or
otherwise which would require the Creditor Parties to do any of the
foregoing.  Each of the Guarantors further consents and agrees that
the Creditor Parties shall be under no obligation to marshal any assets in favor
of Guarantors, or against or in payment of any or all of the
Obligations.  The undersigned hereby waives all suretyship defenses
and any rights to interpose any defense, counterclaim or offset of any nature
and description which the undersigned may have or which may exist between and
among any Creditor Party, the Company and/or the undersigned with respect to the
undersigned’s obligations under this Guaranty, or which the Company may assert
on the underlying debt, including but not limited to failure of consideration,
breach of warranty, fraud, payment (other than cash payment in full of the
Obligations), statute of frauds, bankruptcy, infancy, statute of limitations,
accord and satisfaction, and usury.

     

    (b) Each of
the undersigned further waives (i) notice of the acceptance of this Guaranty, of
the making of any such loans or extensions of credit, and of all notices and
demands of any kind to which the undersigned may be entitled, including, without
limitation, notice of adverse change in the Company’s financial condition or of
any other fact which might materially increase the risk of the undersigned and
(ii) presentment to or demand of payment from anyone whomsoever liable upon any
of the Obligations, protest, notices of presentment, non-payment or protest and
notice of any sale of collateral security or any default of any
sort.

     

    (c) Notwithstanding
any payment or payments made by the undersigned hereunder, or any setoff or
application of funds of the undersigned by any Creditor Party, the undersigned
shall not be entitled to be subrogated to any of the rights of such Creditor
Party against the Company or against any collateral or guarantee or right of
offset held by such Creditor Party for the payment of the Obligations, nor shall
the undersigned seek or be entitled to seek any contribution or reimbursement
from the Company in respect of payments made by the undersigned hereunder, until
all amounts owing to the Creditor Parties by the Company on account of the
Obligations are indefeasibly paid in full and the Lenders’ obligation to extend
credit pursuant to the Documents has been irrevocably terminated.  If,
notwithstanding the foregoing, any amount shall be paid to the undersigned on
account of such subrogation rights at any time when all of the Obligations shall
not have been paid in full and the Lenders’ obligation to extend credit pursuant
to the Documents shall not have been terminated, such amount shall be held by
the undersigned in trust for the Creditor Parties, segregated from other funds
of the undersigned, and shall forthwith upon, and in any event within two (2)
business days of, receipt by the undersigned, be turned over to the Agent in the
exact form received by the undersigned (duly endorsed by the undersigned to the
Agent, if required), to be applied against the Obligations, whether matured or
unmatured, in such order as the Agent may determine, subject to the provisions
of the Documents.  Any and all present and future debts, obligations
and liabilities of the Company to any of the undersigned are hereby waived and
postponed in favor of, and subordinated to the full payment and performance of,
all present and future debts and Obligations of the Company to the Creditor
Parties.

     

     

     

    
      
        
        

      

      
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    5. Security.  All
sums at any time to the credit of the undersigned and any property of the
undersigned in any Creditor Party’s possession or in the possession of any bank,
financial institution or other entity that directly or indirectly, through one
or more intermediaries, controls or is controlled by, or is under common control
with, such Creditor Party (each such entity, an “Affiliate”) shall be
deemed held by such Creditor Party or such Affiliate, as the case may be, as
security for any and all of the undersigned’s obligations and liabilities to the
Creditor Parties and to any Affiliate of the Creditor Parties, no matter how or
when arising and whether under this or any other instrument, agreement or
otherwise.

     

    6. Representations and
Warranties.  Each of the undersigned hereby jointly and
severally represents and warrants (all of which representations and warranties
shall survive until all Obligations are indefeasibly satisfied in full and the
Documents have been irrevocably terminated), that:

     

    (a) Corporate
Status.  It is a corporation, partnership or limited liability
company, as the case may be, duly formed, validly existing and in good standing
under the laws of its jurisdiction of formation indicated on the signature page
hereof and has full power, authority and legal right to own its property and
assets and to transact the business in which it is engaged.

     

    (b) Authority and
Execution.  It has full power, authority and legal right to
execute and deliver, and to perform its obligations under, this Guaranty and has
taken all necessary corporate, partnership or limited liability company, as the
case may be, action to authorize the execution, delivery and performance of this
Guaranty.

     

    (c) Legal, Valid and Binding
Character.  This Guaranty constitutes its legal, valid and
binding obligation enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting the
enforcement of creditor’s rights and general principles of equity that restrict
the availability of equitable or legal remedies.

     

     

     

    
      
        
        

      

      
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    (d) Violations. The
execution, delivery and performance of this Guaranty will not violate any
requirement of law applicable to it or any contract, agreement or instrument to
which it is a party or by which it or any of its property is bound or result in
the creation or imposition of any mortgage, lien or other encumbrance other than
in favor of the Agent, for the ratable benefit of the Creditor Parties, on any
of its property or assets pursuant to the provisions of any of the foregoing,
which, in any of the foregoing cases, could reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.

     

    (e) Consents or
Approvals.  No consent of any other person or entity
(including, without limitation, any creditor of the undersigned) and no consent,
license, permit, approval or authorization of, exemption by, notice or report
to, or registration, filing or declaration with, any governmental authority is
required in connection with the execution, delivery, performance, validity or
enforceability of this Guaranty by it, except to the extent that the failure to
obtain any of the foregoing could not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.

     

    (f) Litigation.  No
litigation, arbitration, investigation or administrative proceeding of or before
any court, arbitrator or governmental authority, bureau or agency is currently
pending or, to the best of its knowledge, threatened (i) with respect to this
Guaranty or any of the transactions contemplated by this Guaranty or (ii)
against or affecting it, or any of its property or assets, which, in each of the
foregoing cases, if adversely determined, could reasonably be expected to have a
Material Adverse Effect.

     

    (g) Financial
Benefit.  It has derived or expects to derive a financial or
other advantage from each and every loan, advance or extension of credit made
under the Documents or other Obligation incurred by the Company to the Creditor
Parties.

     

    (h) Solvency.  As
of the date of this Guaranty, (a) the fair saleable value of its assets exceeds
its liabilities and (b) it is meeting its current liabilities as they
mature.

     

    7. Acceleration.

     

    (a) If any
breach of any covenant or condition or other event of default shall occur and be
continuing under any agreement made by the Company or any of the undersigned to
any Creditor Party, or either the Company or any of the undersigned should at
any time become insolvent, or make a general assignment, or if a proceeding in
or under any Insolvency Law shall be filed or commenced by, or in respect of,
any of the undersigned, or if a notice of any lien, levy, or assessment is filed
of record with respect to any assets of any of the undersigned by the United
States of America or any department, agency, or instrumentality thereof, or if
any taxes or debts owing at any time or times hereafter to any one of them
becomes a lien or encumbrance upon any assets of the undersigned in any Creditor
Party’s possession, or otherwise, any and all Obligations shall for purposes
hereof, at the Creditor Parties’ option, be deemed due and payable without
notice notwithstanding that any such Obligation is not then due and payable by
the Company.

     

     

     

    
      
        
        

      

      
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    (b) Each of
the undersigned will promptly notify the Agent of any default by such
undersigned in its respective performance or observance of any term or condition
of any agreement to which the undersigned is a party if the effect of such
default is to cause, or permit the holder of any obligation under such agreement
to cause, such obligation to become due prior to its stated maturity and, if
such an event occurs, the Creditor Parties shall have the right to accelerate
such undersigned’s obligations hereunder.

     

    8. Payments from
Guarantors.  The Creditor Parties, in their sole and absolute
discretion, with or without notice to the undersigned, may apply on account of
the Obligations any payment from the undersigned or any other guarantors, or
amounts realized from any security for the Obligations, or may deposit any and
all such amounts realized in a non-interest bearing cash collateral deposit
account to be maintained as security for the Obligations.

     

    9. Costs.  The
undersigned shall pay on demand, all costs, fees and expenses (including
expenses for legal services of every kind) relating or incidental to the
enforcement or protection of the rights of the Creditor Parties hereunder or
under any of the Obligations.

     

    10. No
Termination.  This is a continuing irrevocable guaranty and
shall remain in full force and effect and be binding upon the undersigned, and
each of the undersigned’s successors and assigns, until all of the Obligations
have been indefeasibly paid in full and the Lenders’ obligation to extend credit
pursuant to the Documents has been irrevocably terminated.  If any of
the present or future Obligations are guarantied by persons, partnerships,
corporations or other entities in addition to the undersigned, the death,
release or discharge in whole or in part or the bankruptcy, merger,
consolidation, incorporation, liquidation or dissolution of one or more of them
shall not discharge or affect the liabilities of any of the undersigned under
this Guaranty.

     

    11. Recapture.  Anything
in this Guaranty to the contrary notwithstanding, if any Creditor Party receives
any payment or payments on account of the liabilities guaranteed hereby, which
payment or payments or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver, or any other party under any Insolvency Law, common law or
equitable doctrine, then to the extent of any sum not finally retained by the
Creditor Parties, the undersigned’s obligations to the Creditor Parties shall be
reinstated and this Guaranty shall remain in full force and effect (or be
reinstated) until payment shall have been made to the Creditor Parties, which
payment shall be due on demand.

     

    12. Books and
Records.  The books and records of the Agent showing the
account between the Creditor Parties and the Company shall be admissible in
evidence in any action or proceeding, shall be binding upon the undersigned for
the purpose of establishing the items therein set forth and shall constitute
prima facie proof thereof.

     

    13. No
Waiver.  No failure on the part of any Creditor Party to
exercise, and no delay in exercising, any right, remedy or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise by any
Creditor Party of any right, remedy or power hereunder preclude any other or
future exercise of any other legal right, remedy or power.  Each and
every right, remedy and power hereby granted to the Creditor Parties or allowed
it by law or other agreement shall be cumulative and not exclusive of any other,
and may be exercised by the Creditor Parties at any time and from time to
time.

     

     

     

    
      
        
        

      

      
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    14. WAIVER OF JURY
TRIAL.  EACH OF THE UNDERSIGNED DESIRES THAT ITS DISPUTES BE
RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO
ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, EACH OF THE UNDERSIGNED HERETO WAIVES ALL RIGHTS TO TRIAL BY JURY
IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN ANY CREDITOR PARTY, AND/OR ANY
OF THE UNDERSIGNED ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS GUARANTY, ANY
DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

     

    15. GOVERNING LAW;
JURISDICTION.  THIS GUARANTY CANNOT BE CHANGED OR TERMINATED
ORALLY, AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.  EACH
OF THE UNDERSIGNED HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS
LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY OF THE
UNDERSIGNED, ON THE ONE HAND, AND ANY CREDITOR PARTY, ON THE OTHER HAND,
PERTAINING TO THIS GUARANTY OR ANY OF THE DOCUMENTS OR TO ANY MATTER ARISING OUT
OF OR RELATED TO THIS GUARANTY OR ANY OF THE DOCUMENTS; PROVIDED, THAT EACH OF
THE UNDERSIGNED ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK;
AND FURTHER PROVIDED, THAT NOTHING IN THIS GUARANTY SHALL BE DEEMED OR OPERATE
TO PRECLUDE THE CREDITOR PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION
IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE
COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF ANY CREDITOR PARTY.  EACH OF THE
UNDERSIGNED EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN
ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH UNDERSIGNED HEREBY
WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS.  EACH OF THE UNDERSIGNED
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH UNDERSIGNED IN ACCORDANCE WITH SECTION 19 AND THAT SERVICE SO
MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH UNDERSIGNED’S ACTUAL
RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.

     

     

     

     

    
      
        
        

      

      
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    16. Understanding With Respect
to Waivers and Consents.  Each Guarantor warrants and agrees
that each of the waivers and consents set forth in this Guaranty is made
voluntarily and unconditionally after consultation with outside legal counsel
and with full knowledge of its significance and consequences, with the
understanding that events giving rise to any defense or right waived may
diminish, destroy or otherwise adversely affect rights which such Guarantor
otherwise may have against the Company, any Creditor Party or any other person
or entity or against any collateral.  If, notwithstanding the intent
of the parties that the terms of this Guaranty shall control in any and all
circumstances, any such waivers or consents are determined to be unenforceable
under applicable law, such waivers and consents shall be effective to the
maximum extent permitted by law.

     

    17. Severability.  To
the extent permitted by applicable law, any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     

    18. Amendments,
Waivers.  No amendment or waiver of any provision of this
Guaranty nor consent to any departure by the undersigned therefrom shall in any
event be effective unless the same shall be in writing executed by each of the
undersigned directly affected by such amendment and/or waiver and the
Agent.

     

    19. Notice.  All
notices, requests and demands to or upon the undersigned, shall be in writing
and shall be deemed to have been duly given or made (a) when delivered, if by
hand, (b) three (3) days after being sent, postage prepaid, if by
registered or certified mail, (c) when confirmed electronically, if by
facsimile, or (d) when delivered, if by a recognized overnight delivery service
in each event, to the numbers and/or address set forth beneath the signature of
the undersigned.

     

    20. Successors.  Each
Creditor Party may, from time to time, without notice to the undersigned, sell,
assign, transfer or otherwise dispose of all or any part of the Obligations
and/or rights under this Guaranty.  Without limiting the generality of
the foregoing, each Creditor Party may assign, or grant participations to, one
or more banks, financial institutions or other entities all or any part of any
of the Obligations.  In each such event, the Creditor Parties, their
Affiliates and each and every immediate and successive purchaser, assignee,
transferee or holder of all or any part of the Obligations shall have the right
to enforce this Guaranty, by legal action or otherwise, for its own benefit as
fully as if such purchaser, assignee, transferee or holder were herein by name
specifically given such right.  The Creditor Parties shall have an
unimpaired right to enforce this Guaranty for its benefit with respect to that
portion of the Obligations which the Creditor Parties have not disposed of,
sold, assigned, or otherwise transferred.

     

    21. Joinder.  It
is understood and agreed that any person or entity that desires to become a
Guarantor hereunder, or is required to execute a counterpart of this Guaranty
after the date hereof pursuant to the requirements of any Document, shall become
a Guarantor hereunder by (x) executing a joinder agreement in form and substance
satisfactory to the Agent, (y) delivering supplements to such exhibits and
annexes to such Documents as the Agent shall reasonably request and/or as may be
required by such joinder agreement and (z) taking all actions as specified in
this Guaranty as would have been taken by such Guarantor had it been an original
party to this Guaranty, in each case with all documents required above to be
delivered to the Agent and with all documents and actions required above to be
taken to the reasonable satisfaction of the Agent.

     

     

     

    
      
        
        

      

      
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    22. Release.  Nothing
except indefeasible payment in full of the Obligations shall release any of the
undersigned from liability under this Guaranty.

     

    23. Remedies Not
Exclusive.  The remedies conferred upon the Creditor Parties in
this Guaranty are intended to be in addition to, and not in limitation of any
other remedy or remedies available to the Creditor Parties.

     

    24. Limitation of Obligations
under this Guaranty.  Each Guarantor and each Creditor Party
(by its acceptance of the benefits of this Guaranty) hereby confirms that it is
its intention that this Guaranty not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent
Conveyance Act of any similar Federal or state law.  To effectuate the
foregoing intention, each Guarantor and each Creditor Party (by its acceptance
of the benefits of this Guaranty) hereby irrevocably agrees that the Obligations
guaranteed by such Guarantor shall be limited to such amount as will, after
giving effect to such maximum amount and all other (contingent or otherwise)
liabilities of such Guarantor that are relevant under such laws and after giving
effect to any rights to contribution pursuant to any agreement providing for an
equitable contribution among such Guarantor and the other Guarantors (including
this Guaranty), result in the Obligations of such Guarantor under this Guaranty
in respect of such maximum amount not constituting a fraudulent transfer or
conveyance.

     

    [REMAINDER
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    IN
WITNESS WHEREOF, this Guaranty has been executed by the undersigned as of the
date and year here above written.

     

    
    

    


    
    

     

    
      	 	 MR. PREPAID,
      INC.
	 	 
	 	 
	 	 By:                                                                          
      
	 	        
      Name:
	 	        
      Title:
	 	 
	 	 
	 	 Address:
	 	                                                             
      
	 	                                                             
      
	 	 Telephone:
	 	 Facsimile:
	 	 State of
      Formation: Florida


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
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