PROMISSORY NOTE
Exhibit:
10.4
Principal
Amount: $459,170
Dated:
October 1, 2007
This
Promissory Note (“Note”) is made and entered into as of this 1st day of October,
2007 by and between ATSI Communications, Inc., a Nevada corporation ("ATSI")
with its principal place of business located at 0000 Xxxxxx Xxxxx, Xxxxx X-000,
Xxx Xxxxxxx, Xxxxx, 00000 and Xx. Xxxxxxx Xxxxxx Xxxxxxx, (“Lender”) of Blvd.
Xxxxxx Xxxxx Xxxxxxx No. 184, Piso 16, Col. Lomas de San Xxxxxx, Mexico City,
Mexico.
For
value
received, ATSI promises to pay FOUR HUNDRED FIFTY NINE THOUSAND ONE HUNDRED
AND
SEVENTY U.S. Dollars ($459,170) to the order of Lender at Blvd. Xxxxxx Xxxxx
Xxxxxxx No. 184, Piso 16, Col. Lomas de San Xxxxxx, Mexico City, Mexico, or
such
other location as Lender may designate in writing, on October 1, 2010.
Interest
shall accrue at 6% (six percent) per annum. Lender shall not impose any penalty
for ATSI’s pre-payment of this Note.
Upon
and
at any time after any Default (as defined below) all amounts due under this
Note, at the option of Lender and without demand, notice or legal process of
any
kind, may be declared and immediately shall become due and payable. "Default"
shall mean the occurrence or existence of any one or more of the following
events or conditions: (i) ATSI fails to pay when due any amount due under this
Note and fails to cure such late payment within five (5) days following written
receipt of notice of the late payment; or (ii) ATSI makes an assignment for
the
benefit of creditors, or any proceeding is filed or commenced by or against
ATSI
under any bankruptcy, reorganization, arrangement of debt insolvency,
readjustment of debt or receivership law or statute, and any such proceeding
remains undismissed or unstayed for a period of 30 days, or any of the actions
sought in any such proceeding (including, without limitation, the entry of
an
order for relief against, or the appointment of a receiver, trustee, custodian
or other similar official for, ATSI or for any substantial part of its property)
shall occur, or ATSI shall take any action to authorize any of the actions
set
forth above in this subsection.
ATSI
hereby waives presentment, demand of payment, protest or notice with respect
to
the indebtedness evidenced by this Note including, without limitation, notice
that the Note or any portion thereof, is due.
If
Lender
prevails in any action to collect on or enforce this Note or claims arising
from
the execution of this Note, then Lender's reasonable attorneys' fees and costs
will also be payable under this Note.
Neither
party may assign this Note without the prior written consent of the other,
which
shall not be unreasonably withheld.
This
Note
may be modified only by a written document that refers specifically to this
Note
and is signed by both parties. A party's failure or delay in enforcing any
provision of this Note will not be deemed a waiver of that party's rights with
respect to that provision or any other provision of this Note. A party's waiver
of any of its rights under this Note is not a waiver of any of its other rights
with respect to a prior, contemporaneous or future occurrence, whether similar
in nature or not. This Note shall be binding upon and inure to the benefit
of
the successors and assigns of the parties hereto.
THIS
NOTE
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, AND LENDER AGREES TO SUBMIT
TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS FOR ALL PURPOSES. SOLE
AND EXCLUSIVE VENUE FOR ANY DISPUTE OR DISAGREEMENT ARISING UNDER OR RELATING
TO
THIS NOTE SHALL BE IN A COURT SITTING IN BEXAR COUNTY, SAN ANTONIO, TEXAS.
MADE
this
1st day of October, 2007
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Xxxxxxx
Xxxxxx Roqueñi/Xxxxxx Xxxxx
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By:
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/s/
Xxxxxx X. Xxxxx
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By:
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/s/
Xxxxxxx Xxxxxx Xxxxxxx
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Xxxxxx
X. Xxxxx
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Xxxxxxx
Xxxxxx Xxxxxxx
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CEO
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