Exhibit 10.5
UNSECURED
PROMISSORY NOTE
$850,000.00
Oklahoma City, Oklahoma
February 14, 2005
For
value received, the undersigned, BEE/7HBF, 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 7HBF, Ltd.,
a Texas
limited partnership (the payee, its successors and assigns are
hereinafter
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 EIGHT HUNDRED FIFTY
THOUSAND
DOLLARS ($850,000.00) 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. Advances will be made by the Holder
to the Maker
in accordance with the Terms Sheet contained at Pages 1-2 of the
revised
Confidential Private Placement Memorandum dated February 7, 2005
between The
Beard Company and John Harvison, or as subsequently agreed to by
the parties.
This Note will be payable as follows:
Prior to Default the unpaid principal balance of this Note will
bear
interest at the current Applicable Federal Mid Term Rate of 3.83%
(the
"Applicable Rate"). Interest will commence to accrue on the
date
advances or loans are made on the Note and thereafter until the
Note is
paid in full. Payments of accrued interest shall be due and
payable
annually commencing on February 14, 2006. The Maker will have the
sole
power to determine when and in what amounts principal payments will
be
made on the Note from available LLC funds. All obligations
evidenced by
and owing pursuant to the terms of this Note, including unpaid
principal and interest, are due and payable February 14, 2010
(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 available fu
