EXHIBIT 4.4
NOTE
Las Vegas, Nevada
U.S. $80,000 Date: December 3, 2004
FOR VALUE RECEIVED, and intending to be legally bound,
WHISTLER INVESTMENTS, INC., a Nevada corporation with offices at 0000 Xxxx
Xxxxxxx Xxxx, Xxxxx 000-000, Xxx Xxxxx, Xxxxxx, 00000 ("Borrower"), hereby
promises to pay to the order of Trade Winds Telecom, LLC ("Lender"), at its
principal office in Fort Lauderdale, Florida, or the holder hereof, the
principal sum of Eighty Thousand Dollars ($80,000) ("Loan") together with
interest thereon at the rate set forth below.
The principal sums owing under the Loan shall bear interest
at the rate of Ten Percent (10%) per annum.
The entire unpaid principal amount hereof, together with all
accrued and unpaid interest thereon and all other amounts payable hereunder
shall be due and payable without further demand therefor on December 3, 2005.
Interest shall be due and payable at maturity and on the first
day of each month following each month after maturity for which the Note remains
unpaid.
The outstanding principal balance of the Loan may be prepaid
without penalty at any time or from time to time in whole or in part. Any such
prepayment shall be first applied to accrued and unpaid interest and then to
principal.
The occurrence of any one or more of the following events with
respect to Borrower shall constitute an event of default:
(i) the non-payment of any amount payable hereunder when due and the
continuance of such failure for a period of ten (10) days,
(ii) the filing by or against Borrower of a petition for relief under
any chapter of the Federal Bankruptcy Code or commencement of state
reorganization, arrangement or liquidation proceedings or the inability of
Borrower to pay its debts as they mature or the Borrower's making of a trust
mortgage or an assignment for the benefit of its creditors or the appointment of
a receiver, trustee or conservator to manage Borrower's affairs, except that if
any such petition for relief or appointment is not filed or made by Borrower or
at its request, only if such petition or appointment is not dismissed or removed
within sixty (60) days, or
(iii) Borrower's liquidation or dissolution.
(iv) In the event of such default hereunder, the entire unpaid amount
due hereunder shall, at the Lender's option, become immediately due and payable
in full without further notice to or demand on Borrower of any kind and without
presentment, demand or protest, all of which are hereby waived.
This Note shall be governed by and construed in accordance
with the laws of the State of Florida. If any provision hereof is found to be
illegal, invalid or unenforceable for any reason whatsoever, same shall not
affect or diminish the rights of Lender with respect to the remaining provisions
hereof.
Borrower waives presentment, demand, protest, notice of
default, non-payment, partial payments and all other notices and formalities.
IN WITNESS WHEREOF and intending to be legally bound, Xxxxxxxx
has executed this Note the day and year first above written.
WHISTLER INVESTMENTS, INC.
/s/ Xxxxx Xxxxxxxxx
By_________________________________
