**Exhibit10.17**

 

**MODIFICATIONAND/OR EXTENSION AGREEMENT**

 

Date:       April 29, 2002

 

Borrower (s):         Interactive Intelligence, Inc.

 

Lender:   KEYBANK NATIONAL ASSOCIATION

 

Note:  Dated December 21, 2000, in the principalamount of $5,000,000, including any and all amendments thereto.

 

Loan #:   1-100429074-10001

 

FOR VALUE RECEIVED,Borrower and Lender hereby agree to modify the above-referenced Loan andPromissory Note and/or Loan Agreement as follows:

 

1.                                       MODIFICATIONSAND/OR EXTENSION PROVISONS.

 

•                  Thematurity date of the Loan is hereby extended to June 22, 2002.

 

2.                                       CONDITIONS.  The modifications and/or extensiondescribed above are subject to and conditioned upon Borrower’s fullsatisfaction of all of the following conditions on or before the date firststated above, time being of the essence.

 

A.           Thereshall be no uncured event of Default under the Loan, nor any event of conditionwhich with notice or the passage of time would be an event of defaultthereunder.

B.             Borrowershall deliver to Lender a fully executed original of this Modification and/orExtension Agreement.

C.             Allexpenses incurred by Lender in connection with this Agreement (includingwithout limitation, attorney fees, recording charges, charges for title policyupdate(s), escrow charges, costs of obtaining updated or additionalappraisal(s) or collateral valuation, if required by Lender shall be paid byBorrower.

D.            Borrowershall comply with the following additional conditions:

•                  No additional conditions apply.

 

3.                                       GENERALPROVISIONS.  Except as modifiedabove, all other provisions of the Promissory Note and any other documentssecuring or relating to the loan (the “Loan Documents”) remain in full forceand effect.  All security given for theLoan and all guarantees of the Loan (as applicable) shall continue  in full force.  Borrower warrants and represents to Lender that it has fullright, power and authority to enter into this agreement and to perform all itsobligations hereunder, and that all information and materials submitted toLender in connection with this modification are accurate and complete.  Borrower warrants that no default existsunder the loan Documents.  Borrowerreaffirms its obligation to pay the Loan in full and reaffirms the valdity andenforceability of the Loan Documents, without set-off, counterclaim or defense.

 
| **LENDER**                        | **BORROWER:**                   |
|-----------------------------------|---------------------------------|
|                              |                            |
| **KEYBANK  NATIONAL ASSOCIATION** | Interactive  Intelligence, Inc. |
|                              |                            |
| By:                               | /s/ Kevin Hipskind              |   | By: | /s/ Donald E. Brown |   |
| Authorized Officer                | Donald E. Brown                 | President and CEO |   |
|                              |                            |   |
|                              | By:                             | /s/Keith A. Midkiff |   |
|                              | Keith A. Midkiff                | CFO |   |
|                                   |                                 |  |  |  |  |  |  |

 

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