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NOTE ASSUMPTION AGREEMENT AND RELEASE

Assumption Agreement

NOTE ASSUMPTION AGREEMENT AND RELEASE | Document Parties: Boatright Family, LLC You are currently viewing:
This Assumption Agreement involves

Boatright Family, LLC

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Title: NOTE ASSUMPTION AGREEMENT AND RELEASE
Date: 7/26/2005
Industry: Chemical Manufacturing     Sector: Basic Materials

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                      NOTE ASSUMPTION AGREEMENT AND RELEASE

 

     This Note Assumption Agreement and Release (this "Agreement") is made as of

July 22, 2005 (the "Effective   Date"),   by and among William Beard and Lu Beard,

as   trustees   for The   William M. Beard and Lu Beard   1988   Charitable   Unitrust

("Unitrust"),   The Beard   Company   ("Company"),   and   Boatright   Family,   L.L.C.

("Boatright").

 

                                    RECITALS

 

     Whereas, the Company has previously executed and delivered to Unitrust that

certain 10%   Participating   Note, dated May 21, 2004, in the original   principal

amount of   $500,000.00   (the "Company   Unitrust   Note"),   upon which,   as of the

Effective   Date, the unpaid   principal   balance is   $384,101.80   and all accrued

interest has been paid in full; and

 

     Whereas,   Unitrust has previously   executed and delivered to Boatright that

certain   Promissory Note (the "Unitrust   Boatright Note") dated May 21, 2004, in

the original principal amount of $500,000, upon which, as of the Effective Date,

the unpaid   principal   balance is $388,817.92 and all accrued   interest has been

paid in full.

 

     Whereas, the Company has previously executed and delivered, for the benefit

of McElmo Dome Nominee,   LLC as nominee (in such   capacity,   the   "Nominee") for

Boatright and others, two certain deeds of trust   (collectively,   the "2004 Deed

of   Trust"),   each dated May 21, 2004 and titled   Deed of Trust,   Assignment   of

Production,   Security Agreement and Financing Statement,   one such deed of trust

to the public trustee of Montezuma   County,   Colorado and one such deed of trust

to the public trustee of Dolores County,   Colorado,   covering certain   undivided

interests in oil, gas, and mineral   leases (the   "Collateral"),   each given,   in

part, in consideration   of, and to secure,   the loan made by the Unitrust to the

Company evidenced by the Company Unitrust Note.

 

     Now,   therefore,   in   consideration of the foregoing   premises,   the mutual

covenants   and   agreements   contained   in this   Agreement,   and   other   good and

valuable    considerations,    the   receipt   and   adequacy   of   which   are   hereby

acknowledged, Unitrust, Company, and Boatright agree as follows:

 

     1. Recitals.   Each of the parties   acknowledge   and confirm the accuracy of

the recitals set forth above.

 

     2.   Boatright   Representations   and   Warranties.   Boatright   represents and

warrants that   Boatright is the sole holder and owner of the Unitrust   Boatright

Note, free of all claims and encumbrances.

 

     3.   Unitrust   Representations   and   Warranties.    Unitrust   represents   and

warrants   that   Boatright   is the sole holder and owner of the Company   Unitrust

Note, free of all claims and encumbrances.

 

     4. Assumption of Obligations and


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