REPLACEMENT
RENEWAL AND EXTENSION
PROMISSORY NOTE
$2,782,900.59
Oklahoma City, Oklahoma
February 14, 2005
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-Two Thousand
Nine Hundred and 59/100ths Dollars
($2,782,900.59) 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, 2007.
Except as otherwise defined herein, all terms defined in the
Restated
and Amended Letter Loan Agreement dated
April 1, 2005, 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 this
Note may apply p
