Exhibit 10.8


FIRST AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT

           This
  First Amendment to Revolving Credit and Term Loan Agreement is dated as of June
  7, 2004, between XETA TECHNOLOGIES, INC., an Oklahoma corporation (“Borrower”),
  and BANK OF OKLAHOMA, NA (“Bank”).


RECITALS


          A.          Reference is made to the Revolving Credit and Term Loan Agreement dated as of October 1, 2003 (“Credit Agreement) between Borrower and Bank, pursuant to which currently exists: (i) a term loan in the amount of $3,374,734.33, with a current outstanding principal balance of $2,509,895.72 (“Term Loan”), (ii) a real estate loan in the amount of $2,238,333.48, with a current outstanding principal balance of $2,124,796.94 (“Real Estate Loan”), and (iii) a revolving line of credit in the amount of $7,500,000 (“Revolving Line”). Terms used herein shall have the meanings ascribed them in the Credit Agreement unless otherwise defined herein.


          B.          Borrower has requested that Bank extend the commitment of the Revolving Line an additional three hundred and sixty-four (364) days; and Bank has agreed to accommodate such request, subject to the terms and conditions set forth below.


AGREEMENT


          For valuable consideration received, it is agreed as follows:


          1.          AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is herby amended as follows:


	
  
 
  	
  
            1.1.          The   Revolving Line Note, attached to the Credit Agreement as Schedule “1.49”   is hereby replaced by the $7,500,000 Promissory Note in form and content as   set forth on Schedule “1.1” attached hereto (“Renewal Note”).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
            1.2.          Section   1.53 (Termination Date) is hereby amended to reflect that the date “December   31, 2004” shall now mean and read “September 28, 2005”.
  
	
  
 
  	
  
 
  
	
  
          2.          CONDITIONS   PRECEDENT. Borrower shall deliver to Bank at or before closing:
  
	
  
 
  
	
  
 
  	
  
            2.1.          This   Amendment and all schedules hereto;
  
	
   
  	
  
 
  
	
  
 
  	
  
            2.2.          the   Renewal Note; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
            2.3.          Any   other instruments, documents or agreements reasonably requested by Bank in   connection herewith.
  




          3.          Borrower Ratification. Borrower hereby ratifies and confirms the Credit Agreement, Security Agreement and all other instruments, documents and agreements executed by Borrower in connection with the Credit Agreement, and acknowledges and agrees that they remain in full force and effect, binding and enforceable against the Borrower in accordance with their terms.


          4.          Representations. Borrower represents and warrants that (i) no Event of Default exists under the Credit Agreement or any instruments, documents or agreements executed by Borrower in connection therewith (collectively, the “Loan Documents”), and (ii) all representations and warranties made in the Loan Documents remain true and correct as of the date hereof. Borrower further represents and warrants that all authority documents delivered to Bank in connection with the Credit Agreement remain in full force and effect and have not been modified or changed whatsoever.








          5.          Governing Law and Binding Effect. This document shall be governed by and construed in accordance with the laws of the State of Oklahoma, and shall inure to the benefit of and be binding upon the parties hereto, their successors and assigns.


          6.          No Change. Except as expressly amended hereby, the Credit Agreement, and all instruments, documents and agreements executed and/or delivered by Borrower to Bank in connection therewith, shall remain in full force and effect and unchanged.


          7.          Costs, Expenses and Fees. Borrower agrees to pay all costs, expenses and fees incurred by Bank or otherwise in connection herewith, including, without limitation, all reasonable attorney fees, costs and expenses of Riggs, Abney, Neal, Turpen, Orbison & Lewis.


          8.          Multiple Counterparts. This Amendment may be executed in multiple counterparts.


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	
  
 
  	
  
“Borrower”
  
	
   
  	
  
 
  
	
  
 
  	
  
XETA   TECHNOLOGIES, INC.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By
  	
  
/s/ ROBERT B. WAGNER
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name
  	
  
/s/ Robert B. Wagner
  
	
  
 
  	
  
Title
  	
  
CFO
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  “Bank”
  
	
   
  	
   
  
	
   
  	
  BANK    OF OKLAHOMA,   N.A.
  
	
   
  	
   
  
	
   
  	
  By
  	
  /s/ STEPHEN R. WRIGHT
  
	
   
  	
   
  	
  


  
	
   
  	
   
  	
  Stephen R. Wright, Senior Vice President
  



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