Exhibit 10.2
SECOND
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,
2008.
Except as
otherwise defined herein, all terms defined in the Restated and
Amended Letter Loan Agreement dated March 3, 2006, 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
third paragraph of the Amendment to Restated and Amended Letter
Loan Agreement
dated June 25, 2004 (the "6/25/04 Amendment"). 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
