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
