Contract

EXHIBIT 10.20 PROMISSORY NOTE —————US$1,000,000 Dated: As of October 1, 2004 FOR VALUE RECEIVED, the undersigned, MARCELLUS GROUP, L.L.C. a New Yorklimited liability company (“Maker”), hereby promises to pay to the order ofCROWN MILL RESTORATION DEVELOPMENT, L.L.C. a New York limited liability company(“Holder”) the principal sum of One Million Dollars ($1,000,000)(the “PrincipalAmount”), on or by November 1, 2006 (the “Maturity Date”), plus accrued andunpaid interest as set forth below on the dates and in the installments setforth below. 1. The Maker shall pay to the Holder installments in the amount ofUS$25,946.98 which shall be due and payable on the first day of November, 2004and on the first day of each month thereafter through and including the MaturityDate or earlier termination of this Note. Payments on this Note shall be appliedfirst to reduce any interest which shall have accrued hereunder, and then toreduce the outstanding principal balance hereof. This Note may be prepaid byMaker at any time, in whole or in part, together with all interest accrued tothe date of such prepayment without premium or penalty, upon notice to Holder.Principal and interest shall be payable in lawful money of the United States ofAmerica in immediately available funds, without any deduction, setoff orcounterclaim, at the address of Holder specified herein. 2. This Note shall bear interest on the unpaid principal amount hereofcommencing on the date hereof at a rate of 8.0% per annum. Upon the occurrenceand during the continuance of an Event of Default, interest shall accrue on theunpaid principal amount of this Note, from the date of such default until theearlier of the date the principal sum is paid in full or, if applicable, thedate such default is cured, at the rate of 10% per annum (but not higher thanthe applicable maximum rate provided by law). Any unpaid Accrued interest on theoutstanding principal amount of this Note shall be payable on the Maturity Date,unless accelerated as a result of the occurrence of an Event of Default as setforth below. 3. The principal amount of this Note may be prepaid, at the option ofMaker, in whole at any time, together with all accrued interest upon ten (10)days prior written notice to Holder. 4. The unpaid principal amount of this Note, the accrued interest thereonand all other obligations of Maker hereunder (collectively, the “Obligations”),at the option of Holder, shall become immediately due and payable upon theoccurrence of any of the following events of default (“Events of Default”): (a) Maker shall fail to pay: (i) any installment payment pursuant toSection 1 above within thirty (30) days of its due date; (ii) any principal oraccrued interest under this Note within thirty (30) days after the MaturityDate; or (iii) any of the other monetary obligations to be paid by it under thisNote within thirty (30) days of the due date for payment of same. (b) Maker shall default in the observance or performance of any materialagreements, covenants or conditions contained in this Note or in any otherdocument or instrument referred to herein or therein (except the failure to paymonetary obligations) and fail to cure such default within thirty (30) businessdays of the date Maker obtains notice thereof whether from Holder or otherwise. (c) Any present or future representation or warranty made by or onbehalf of Maker whether contained herein shall be false or incorrect in anymaterial respect when such representation or warranty is made. (d) The occurrence of any of the following with respect to Maker:dissolution; termination of existence; insolvency; business cessation; callingof a meeting of creditors; appointment of a receiver for any property;assignment for the benefit of creditors or admit in writing its inability to payits debts as they become due; voluntary commencement of any proceeding under anybankruptcy or insolvency law; commencement of any involuntary proceeding underany bankruptcy or insolvency law and if any such involuntary proceeding is notdismissed within 45 days or the relief requested is granted; entry of a courtorder which enjoins or restrains the conduct of business in the ordinary course. 5. Maker shall reimburse Holder for all costs and expenses incurred byHolder and shall pay the reasonable fees, disbursements and out of pocketexpenses of counsel to Holder in connection with the enforcement of Holder’srights hereunder. Maker shall also pay any and all taxes (other than taxes on ormeasured by net income of the holder of this Note) recording fees, filingcharges, search fees or similar items incurred or payable in connection with theexecution and delivery of this Note. 6. Maker shall indemnify, defend and save Holder harmless from and againstany and all claims, liabilities, losses, costs and expenses (including, withoutlimitation, reasonable attorneys’ fees, disbursements and out of pocketexpenses) of any nature whatsoever which may be asserted against or incurred byHolder arising out of or in any manner occasioned by or any failure by Maker toperform any of its obligations hereunder. 7. Maker agrees to do such further acts and to execute and deliver toHolder such additional agreements, instruments and documents as Holder mayreasonably require or deem advisable to effectuate the purposes of this Note, orto confirm to Holder its rights, powers and remedies under this Note. 8. (a) Any notice or other communication required or permitted hereundershall be in writing and shall be delivered or transmitted personally bymessenger, by recognized overnight courier, telecopied or mailed (by registeredor certified mail, postage prepaid) as follows: (i) If to Maker, one copy to: MARCELLUS GROUP, LLC 22 West Main Street Marcellus, New York 13108 Attention: V. William Lucchetti, Jr. 2 (ii) If to the Holder: Crown Mill Restoration Development, LLC 25 Broad Street, Tower Suite I New York, New York 10004 Attention: V. William Lucchetti, Jr. (b) Each such notice or other communication shall be effective: (i) ifgiven by telecopier, when such telecopy is transmitted to the telecopier numberspecified in Section 8(a) (with confirmation of transmission received by thesender); or (ii) if given by any other means, when received at the addressspecified in Section 8(a). Any party by notice given in accordance with thisSection 8 to the other party may designate another address (or telecopiernumber) or person for receipt of notices hereunder. 9. This Note contains the entire agreement between the parties with respectto the subject matter hereof and supersedes all prior agreements, written ororal, with respect thereto. 10. This Note may be amended, superseded, cancelled, renewed or extendedonly by a written instrument signed by Holder and Maker. Any provisions hereofmay be waived by a party but any such waiver must be in writing signed by suchparty and any such waiver shall be effective only in the specific instance andfor the specific purpose for which given. No delay on the part of any party inexercising any right, power or privilege hereunder shall operate as a waiverthereof, nor shall any waiver on the part of any party of any such right, poweror privilege, nor any single or partial exercise of any such right, power orprivilege, preclude any further exercise thereof or the exercise of any othersuch right, power or privilege. The rights and remedies herein provided arecumulative and are not exclusive of any rights or remedies that any party mayotherwise have at law or in equity. 11. This Agreement shall be governed by and construed in accordance withthe laws of the State of New York applicable to agreements made and to beperformed entirely within such State, without regard to the conflict of lawsrules thereof. 12. Maker irrevocably: (a) agrees that any suit, action or other legalproceeding arising out of this Agreement may be brought in the courts of theState of New York or the courts of the United States located in New York County,New York; (b) consents to the jurisdiction of each court in any such suit,action or proceeding; (c) waives any objection which it may have to the layingof venue of any such suit, action or proceeding in any of such courts; (d)waives the right to assert any counterclaim in any such suit, action andproceeding; and (e) waives the right to a trial by jury in any such suit, actionor other legal proceeding. 13. This Note and all of its provisions, rights and obligations shall bebinding upon and shall inure to the benefit of the parties hereto and theirrespective successors, assigns and legal representatives. Nothing herein expressor implied is intended or shall be construed to confer upon or to give anyone 3other than the parties hereto and their respective heirs, legal representativesand successors any rights or benefits under or by reason of this Agreement andno other party shall have any right to enforce any of the provisions of thisAgreement. 14. If any provision of this Note for any reason shall be held to beillegal, invalid or unenforceable, such illegality shall not affect any otherprovision of this Note, but this Note shall be construed as if such illegal,invalid or unenforceable provision had never been included herein. IN WITNESS WHEREOF, the undersigned has executed this Promissory Noteas of the date first written above.ATTEST: MAKER: MARCELLUS GROUP, LLC/s/ By: /s/- —————————– ——————————- Name: V. William Lucchetti, Jr. Title: Manager 4