Exhibit 10(dd)
PROMISSORY NOTE
$1,000,000.00 Oklahoma City, Oklahoma
April 3, 2000
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 Unittrust (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 One Million Dollars ($1,000,000.00) 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. This Note will be payable as follows:
Prior to Default the unpaid principal balance of this
Note will bear interest at the per annum interest 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. All obligations
evidenced by and owing pursuant to the terms of this
Note, including principal and interest, are due and
payable July 2, 2001.
Except as otherwise defined herein, all terms defined in the
Letter Loan Agreement of even date herewith between the Maker and
the Holder (the "Loan Agreement") will have the same meanings as
therein. 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. The Holder
may disburse the principal of this Note to the Maker in one or
more advances or loans as determined by the Holder in his sole
discretion. Advances and payments hereunder shall be recorded on
Schedule 1 to this Note and initialed by Maker. 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%) 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 payments received on any amount due hereunder or
under the terms of any instrument hereafter evidencing or
securing said indebtedness as the Holder may determine.
The Maker agrees that if, and as often as, this Note is
placed in the hands of an attorney for collection or to defend or
enforce any of the Holder's rights hereunder, the Maker will pay
to the Holder all reasonable attorney's fees and all expenses
incurred by the Holder in connection therewith.
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THIS NOTE IS GIVEN BY THE MAKER AND ACCEPTED BY THE HOLDER
PURSUANT TO A LENDING TRANSACTION CONTRACTED, CONSUMMATED, AND TO
BE PERFORMED IN OKLAHOMA CITY, OKLAHOMA COUNTY, OKLAHOMA, AND
THIS NOTE SHALL BE CONSTRUED ACCORDING TO THE LAWS OF THE STATE
OF OKLAHOMA. In the event of any Event of Default, the Holder may
request, and the Maker agrees to furnish to the Holder, agreeable
collateral and such security agreements as the Maker may
reasonably require to secure the indebtedness.
This Note is issued subject to the terms of the Loan
Agreement. On the breach of any provision of this Note, or any
provision of the Loan Agreement at the option of the Holder, the
entire unpaid indebtedness evidenced by this Note will become
due, payable and collectible then or thereafter as the Holder may
elect, regardless of the date of maturity of this Note. Notice
of the exercise of such option is hereby expressly waived.
Failure by the Holder to exercise such option will not constitute
a waiver of the right to exercise the same in the event of any
subsequent default.
The failure of the Holder to exercise any of the remedies or
options set forth in this Note, or in any instrument securing
payment hereof, upon the occurrence of one or more Events of
Default, shall not constitute a waiver of the right to exercise
the same or any other remedy at any subsequent time in respect to
the same or any other Event of Default. The acceptance by the
Holder of any payment which is less than the total of all amounts
due and payable at the time of such payment shall not constitute
a waiver of the right to exercise any of the foregoing remedies
or options at that time or any subsequent time, or nullify any
prior exercise of such remedy or option, without the express
consent of the Holder.
Time is of the essence of each obligation of the Maker
hereunder.
The makers, endorsers, sureties, guarantors and all other
persons who may become liable for all or any part of this
obligation severally waive presentment for payment, protest,
demand and notice of nonpayment. Said parties consent to any
extension of time (whether one or more) of payment hereof, the
modification (whether one or more) of payment hereof, release or
substitution of all or part of the security for the payment
hereof or release of any party liable for payment of this
obligation. Any such extension or release may be made without
notice to any such party and without discharging such party's
liability hereunder.
The Maker has the right to prepay this Note in whole or in
part at any time and from time to time without premium or
penalty, but with accrued interest to the date of the prepayment
on the amount prepaid.
The Maker waives presentment for payment, protest and notice
of nonpayment.
IN WITNESS WHEREOF, the Maker has executed this instrument
effective on the date first above written.
ATTEST: THE BEARD COMPANY
REBECCA G. WITCHER HERB MEE, JR.
Rebecca G. Witcher, Secretary Herb Mee, Jr., President
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