Exhibit 10.2


 


PROMISSORY NOTE


 


	
  $8,500,000.00

  	
   

  	
  November 6, 2009

  
	
   

  	
   

  	
  Tulsa,
  Oklahoma

  



 


FOR VALUE
RECEIVED, the undersigned, XETA TECHNOLOGIES, INC., an Oklahoma corporation  (“Borrower”), promises to pay to the order of COMMERCE BANK, N.A., a national banking association  (“Lender”), at 6130 East 81st Street, Tulsa,
Oklahoma 74137, or at such other place as Lender shall designate, in lawful
money of the United States of America, the principal sum of Eight Million Five Hundred Thousand and no/100 Dollars ($8,500,000.00),
or so much thereof as is advanced and outstanding under the “Loan” as that term
is defined in that certain Loan Agreement between Borrower and Lender of even
date herewith (as it may hereafter be amended or modified and in effect from
time to time, the “Loan Agreement”),  together with interest on the unpaid principal amount of the
Loan at the rates and on the dates set forth in the Loan Agreement.  Borrower shall pay the entire unpaid principal
balance of the Loan and all unpaid accrued interest under the Loan in full on
the Termination Date.  Capitalized terms
used but not defined herein shall have the meanings assigned to them in the
Loan Agreement.


 


If any amount payable under this Note shall be due upon a day that is
not a Business Day, such payment shall be due and payable on the next
succeeding Business Day and interest shall accrue to such day.


 


This Note may be prepaid, in whole or in part, without penalty or
premium, in accordance with the terms of the Loan Agreement.


 


All payments under this Note shall be made in legal tender of the
United States of America, in immediately available funds, and no credit shall
be given for any payment received by check, draft or other instrument or item
until such time as Lender shall have received credit therefor from Lender’s
collecting agent or, in the event no collecting agent is used, from the bank or
other financial institution upon which said check, draft or other instrument or
item is drawn.


 


This Note is secured, inter  alia, by the Security
Instruments.


 


At the option of the Lender, upon the occurrence of any Event of
Default, the entire principal balance and all accrued and unpaid interest shall
at once become due and payable, without presentment, demand, protest, notice of
protest, notice or grace.  The failure to
exercise the foregoing option upon the happening of any Event of Default shall
not constitute a waiver of the right to exercise the same at any subsequent
time with respect to the same Event of Default or any other Event of
Default.  The acceptance by Lender of any
payment hereunder which is less than the payment in full of all amounts due and
payable at the time of such payment, shall not constitute a waiver of the right
to exercise the foregoing option at that time or at any subsequent time or
nullify any prior exercise of such option. 
Further, upon an Event of Default, Lender hereof shall have the right to
pursue any and all legal and equitable remedies provided by law or in the Loan
Documents and Lender shall have the right to set-off against this Note any sum
or sums owed by Lender to Borrower, and all collateral given to secure this
Note shall be subject to enforcement under applicable law.


 

















 


Borrower and any endorsers and sureties of this Note, as well as all
persons to become liable hereon, jointly and severally, waive presentment for
payment, notice of non-payment, demand of payment, protest, notice of protest
and notice of dishonor and diligence in the collection of this Note and agree
and consent that the time for payment of this Note or any payment hereunder may
be extended or this Note renewed from time to time by agreement between Lender
and Borrower without notice, and that after such extension or extensions,
renewal or renewals, the liabilities of all parties will remain as if no
extension or renewal had been had. In addition, Lender may, without notice and
without releasing the liability of the Borrower or any endorsers and sureties,
add or release one or more of such parties, acquire additional security or
release any security in whole or in part. 
Lender will not be liable for or prejudiced by failure to collect or for
lack of diligence in bringing suit on this Note or any renewal or extensions
hereof.


 


If this Note is placed in the hands of any attorney for collection, Borrower,
Guarantors and any endorsers and sureties, jointly and severally, agree to pay,
in addition to the unpaid principal and interest due hereon, all costs of
collection, including, but not limited to, reasonable attorney’s fees and all
court costs incurred.


 


If any provisions of this Note or the application thereof to any party
or encumbrance is held invalid or unenforceable, the remainder of this Note and
the application of such provision to other parties or circumstances shall not
be affected thereby, the provisions of this Note being severable in such
instance.


 


Any notice required or permitted hereby shall be given in accordance
with the Loan Agreement.


 


Any reference herein to the term “Lender” shall include the Lender
herein named and any subsequent holder of this Note.


 


This Note shall be governed by and construed in accordance with the
laws of the State of Oklahoma (without regard to any conflicts of laws
principles) and applicable United States federal law.


 


This Note may not be amended except in writing specifically intended
for such purpose and executed by the party against which enforcement is sought.


 


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  XETA
  TECHNOLOGIES, INC.,

  
	
   

  	
  an
  Oklahoma corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert B. Wagner

  
	
   

  	
   

  	
  Robert
  B. Wagner, Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                                            “Borrower”

  



 


MAKER HEREBY ACKNOWLEDGES RECEIPT
OF A COPY OF THIS NOTE.


 


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