PROMISSORY NOTE
$500,000.00 Oklahoma City, Oklahoma
March 7, 1997
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 Five
Hundred Thousand Dollars ($500,000.00) 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:
Interest will accrue on the unpaid principal balance of this Note
at the per annum interest rate of ten percent (10%) (the "Applicable
Rate"). Interest will commence to accrue on the date thereof and there-
after 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 obligations evidenced
by and owing pursuant to the terms of this Note, including princi-
pal and interest, are due and payable March 7, 1999.
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. 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 "Default", as that term is
hereinafter defined in this Note. During the existence of any 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.
HMJR
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. The payment of all
indebtedness evidenced by this Note is unsecured. However, in the event of
any 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.
At the option of the Holder, the unpaid balance of this Note, and all
other obligations of the Maker to the Holder, whether direct or indirect,
absolute or contingent, now existing or hereafter arising, shall become
immediately due and payable without presentment, protest, notice or demand
upon the occurrence or existence of one or more of the following events or
conditions ("Default"):
1. any payment required by this Note or any other note or obligation
of the Maker to the Holder or to others is not made when due in the amount
required; and
2. any default or breach occurs in the performance of any covenant,
obligation, representation, warranty, or provision contained in this Note
or in any other note or obligation of the Maker to Holder or to others;
No waiver of any payment or other right under this Note by the Holder
shall operate as a waiver of any other payment or right. Any payments
hereunder may, at the option of the Holder, be recorded on this Note and
shall be prima facie evidence of such payments and the unpaid balance of
this Note.
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
HMJR