REPLACEMENT
RENEWAL AND EXTENSION
PROMISSORY NOTE
$2,785,000.00
Oklahoma City, Oklahoma
March 26, 2004
For value
received, the undersigned, The Beard Company, an Oklahoma
corporation (the "Maker"), agrees to all of the terms of this
Promissory Note
(this "Note") and promises to pay to the
order of William M. Beard and Lu Beard
as Trustees of the William M. Beard and Lu Beard 1988 Charitable Unitrust
(individually and collectively called the
"Holder"), at
Enterprise Plaza, Suite
320, 5600 N. May, Oklahoma City, Oklahoma 73112, or at such other
place as may
be designated in writing by the Holder of this
Note, the principal
sum of Two
Million Seven Hundred Eighty-Five Thousand Dollars ($2,785,000.00) plus all
interest accruing thereon. This Note will
be payable as follows:
Prior to
Default the unpaid principal balance of this Note will bear
interest at the
rate of ten percent (10%) (the "Applicable Rate"). Interest
will commence to
accrue on the unpaid principal balance of this Note on the
date hereof and
thereafter until this
Note is paid in full.
Interest will
be computed for the actual number of days elapsed at a per diem charge
based on a year
consisting of three
hundred sixty (360) days. All payments
will
be applied first to any accrued interest on this Note and the
remainder to the
principal balance of
the Note. The outstanding principal
balance plus
unpaid accrued interest are due and payable on April 1, 2006.
Except as
otherwise defined
herein, all terms
defined in the Restated and
Amended Letter Loan Agreement of even date herewith
between the Maker and
the
Holder (the "Loan Agreement") will have the same meanings as
therein, and the
Holder recognizes that it is subject to all of the
provisions set forth in the
Amendment to Restated and Amended Letter
Loan Agreement dated June 25, 2004 (the
"Amended Loan Agreement). 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 available funds. All payments made
on this Note will
be applied to this Note when received by
the Holder hereof in
collected funds.
Any sum not paid when due will bear
interest at the rate equal to the Applicable
Rate plus five percent (5.0%) and will be paid at the time of, and as a
condition precedent to, the curing of any
Event of Default. During the existence
of any Event of Default, the Holder of t
