Exhibit
10.1


 


FIRST AMENDMENT TO

LOAN AGREEMENT


 


This
First Amendment (the “Amendment”) dated effective as of November 5,
2010, amends the Loan Agreement dated as of November 6, 2009 (the “Agreement”)
between Commerce Bank, N.A., a national banking
association (“Lender”), and XETA Technologies, Inc.,
an Oklahoma corporation (“Borrower”).


 


NOW
therefore, Borrower and Lender agree as follows:


 


1.             Definitions.  Capitalized terms used but not defined in
this Amendment have the meanings given to them in the Agreement.


 


2.             Amendments.  The Agreement is hereby amended as follows:


 


(a)           The term “Termination
Date” is hereby amended to mean November 5, 2011.


 


(b)           In subparagraph (e) of Section 5.07,
the words “capital acquisitions” are modified to be “acquisitions of assets”.


 


(c)           In subparagraph (d) of Section 5.08,
the reference to $250,000.00 is hereby modified to be $2,000,000.00.


 


3.             Representations and
Warranties.  By signing
this Amendment, Borrower represents and warrants to Lender that:


 


(a)           there is no event that is,
or with notice or lapse of time or both would be, a default under the Agreement
except those events, if any, that have been disclosed in writing to Lender or
waived in writing by Lender;


 


(b)           the representations and
warranties in the Agreement are true as of the date of this Amendment as if
made on the date of this Amendment;


 


(c)           this Amendment does not
conflict with any law, agreement, or obligation by which Borrower is bound; and


 


(d)           this Amendment is within
Borrower’s powers, has been duly authorized, and does not conflict with any of
Borrower’s organizational papers.


 


4.             Conditions.  This Amendment will be effective when Lender
receives the following items:


 


(a)           the Consent and
Reaffirmation attached as Exhibit “A”, executed and delivered by a
duly authorized officer of Pyramid Communication Services, Inc., a Texas
corporation (“Guarantor”);


 


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(b)           evidence
acceptable to Lender that the execution, delivery and performance by Borrower
and/or Guarantor of any instrument or agreement required under this Amendment
have been duly authorized;


 


(c)           payment by Borrower of all
costs, expenses and attorneys’ fees incurred by Lender in connection with this
Amendment; and


 


(d)           payment of all fees and
other amounts due to Lender.


 


5.             Ratification.  Borrower hereby ratifies and reaffirms all
the Loan Documents to which Borrower is a party, as they may be amended hereby
or contemporaneously herewith.


 


6.             Effect of Amendment.  Except as provided in this Amendment, all of
the terms and conditions of the Agreement remain in full force and effect.


 


7.             Defaults Unaffected.  Except as expressly provided in this
Amendment, nothing in this Amendment will prejudice, act, or be deemed to be a
waiver of, any Default or Event of Default or any right or remedy available to
Lender by reason of the occurrence or existence of any fact, circumstance or
event constituting a Default or Event of Default.


 


8.             Counterparts.  This Amendment may be executed in
counterparts, each of which when so executed will be deemed an original, but
all such counterparts together will constitute but one and the same instrument.


 


[SIGNATURE PAGES ATTACHED]


 


2

















 


THIS
FIRST AMENDMENT TO LOAN AGREEMENT is executed effective as of November 5,
2010.


 


 


	
   

  	
  “BORROWER”

  
	
   

  	
   

  
	
   

  	
  XETA Technologies, Inc., an Oklahoma corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory D. Forrest

  
	
   

  	
   

  	
  Gregory D. Forrest,

  
	
   

  	
   

  	
  President & Chief Financial
  Officer

  



 


SIGNATURE PAGE


FIRST AMENDMENT TO LOAN AGREEMENT


 

















 


THIS
FIRST AMENDMENT TO LOAN AGREEMENT is executed effective as of November 5,
2010.


 


 


	
   

  	
  “LENDER”

  
	
   

  	
   

  
	
   

  	
  COMMERCE BANK, N.A., a national banking association

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Amburgy

  
	
   

  	
   

  	
  Chris Amburgy, Executive Vice President

  



 


SIGNATURE PAGE


FIRST AMENDMENT TO LOAN AGREEMENT


 

















 


Exhibit “A”


 


CONSENT AND REAFFIRMATION

OF GUARANTOR