EXHIBIT 10.36
AMENDED AND RESTATED
PROMISSORY NOTE
$1,100,000.00
Oklahoma City, Oklahoma
October 7, 2005
For
value received, the undersigned, BEARD PINNACLE, LLC, an
Oklahoma
limited liability company (the "Maker"), agrees to all of the terms
of this
Promissory Note (this "Note") and promises to pay to the order of
PinnOak
Resources, LLC, a Delaware limited liability company (the payee,
its successors
and assigns are hereinafter called the "Holder"), at Pointe Plaza
Suite 300, 601
Technology Drive, Canonsburg, PA 15317-9523, or at such other place
as may be
designated in writing by the Holder of this Note, the principal sum
of ONE
MILLION ONE HUNDRED THOUSAND DOLLARS ($1,100,000.00) or, if less
than such
amount, the aggregate unpaid principal amount of all advances or
loans made by
the Holder to the Maker, and all interest accruing thereon. This
Note will be
payable as follows:
1. Interest will
accrue on the unpaid principal balance of this Note at the
per
annum interest rate of four percent (4%) (the "Applicable
Rate").
Interest will commence to accrue as advances or loans are made on
the Note
and
thereafter until this Note is paid in full.
2. If Holder and
Maker enter into a Subscription Agreement on or before
December 31, 2005, providing for the sale and issuance of a
membership
interest in Maker to Holder (the "Subscription Agreement"), then
all unpaid
principal amounts advanced pursuant to the terms of this Note and
all
unpaid interest accrued thereon shall be immediately applied to
the
purchase or subscription price for that membership interest, and
this Note
shall then be cancelled and of no further force or effect.
3. If Holder and
Maker do not enter into a Subscription Agreement on or before
December 31, 2005, then all obligations evidenced by and owing
pursuant to
the
terms of this Note, including unpaid principal and interest, shall
be
due
and payable July 1, 2006 (the "Maturity Date").
Both
principal and interest owing pursuant to the terms of this Note
are
payable in the lawful currency of the United States of America and
in
immediately