Exhibit 10.13


PROMISSORY
NOTE


	
  $7,500,000

  	
  September 28, 2006

  
	
   

  	
  Tulsa, Oklahoma

  



 


FOR
VALUE RECEIVED, the undersigned, XETA
TECHNOLOGIES, INC., an Oklahoma corporation (“Maker”), promises to
pay to the order of BANK OF OKLAHOMA, N.A.
(“Lender”), at its offices in Tulsa, Oklahoma, the principal sum of Seven Million
Five Hundred Thousand and No/100 Dollars ($7,500,000), or, if less, the
aggregate sum of advances made by Lender to Maker under the Revolving Credit
and Term Loan Agreement dated October 1, 2003 (as amended, the “Credit
Agreement”) between Maker and Lender, payable as follows (all capitalized terms
used but not defined herein shall have the meanings given in the Credit
Agreement):


a.                  Principal.
Principal shall be payable on September 28, 2007.


b.                 Interest.
Interest shall be payable on the first day of each month, commencing the 1st
day of October, 2006, and at maturity. Interest shall accrue on the principal balance
outstanding hereunder and on any past due interest hereunder at a rate at all
times equal to the Note Rate (defined below).


“Note Rate” shall mean a rate at all times equal to the Adjusted Prime
Rate or the Adjusted LIBOR Rate, as elected by Maker pursuant to a properly
made Interest Rate Election (defined below); provided, that at the end of any
applicable Interest Period (defined below), the Note Rate shall revert to the
Adjusted Prime Rate unless a new Interest Rate Election has been properly made by
Maker. The Adjusted Prime Rate and the Adjusted LIBOR Rate shall be calculated,
on any date of determination thereof, as follows:


	
  Funded Debt to Cash Flow

  	
   

  	
  Adjusted

  LIBOR Rate

  	
   

  	
  Adjusted

  Prime Rate

  
	
  Greater than or equal to 2.50 to 1

  	
   

  	
  LIBOR Rate plus
  2.50%

  	
   

  	
  Prime Rate minus
  .375%

  
	
  Greater than or equal to 2.0 to 1 but less than 2.5
  to 1

  	
   

  	
  LIBOR Rate plus
  2.00%

  	
   

  	
  Prime Rate minus
  .375%

  
	
  Greater than or equal to 1.50 to 1 but less than 2.0
  to 1

  	
   

  	
  LIBOR Rate plus
  1.75%

  	
   

  	
  Prime Rate minus
  .875%

  
	
  Greater than or equal to 1.0 to 1but less
  than 1.5 to 1

  	
   

  	
  LIBOR Rate plus
  1.50%

  	
   

  	
  Prime Rate minus
  1.125%

  
	
  Less than 1.0 to 1

  	
   

  	
  LIBOR Rate plus
  1.25%

  	
   

  	
  Prime Rate minus
  1.125%

  



 


The
Adjusted LIBOR Rate and Adjusted Prime Rate shall be recalculated on not less
than a quarterly basis, on the date on which the Lender is in receipt of Maker’s
most recent financial statements (and, in the case of the year-end financial
statements, audit report) for the fiscal quarter then ended (“Pricing Date”).
From the date of this Agreement to the first recalculation, the Adjusted LIBOR
Rate shall be set at the LIBOR Rate plus 2.50 percent (2.50%), and the
Adjusted Prime Rate shall be set at the Prime Rate minus .375 percent (-.375%).
The Note Rate shall be established based on the ratio of Funded Debt to Cash
Flow for the most recently completed fiscal quarter and the Note Rate
established on a Pricing Date shall remain in effect until the next Pricing
Date.  If the Maker has not delivered its
financial statements by the date such financial statements (and, in the case of









 



the
year-end financial statements, audit report) are required to be delivered under
the Credit Agreement, until such financial statements and audit report are
delivered, the Note Rate shall be the Prime Rate minus three hundred
seventy-five thousandths of one percent (0.375%). If the Maker subsequently
delivers such financial statements before the next Pricing Date, the Note Rate
established by such late delivered financial statements shall take effect from
the date of delivery until the next Pricing Date, In all other circumstances,
the Note Rate established by such financial statements shall be in effect from
the Pricing Date that occurs immediately after the end of the fiscal quarter
covered by such financial statements until the next Pricing Date. Each
determination of the Note Rate made by the Lender in accordance with the
foregoing shall be conclusive and binding on the Maker and the Lender if
reasonably determined. Any change in the Note Rate resulting from a change in
the Prime Rate shall be effective as of the opening of business on the day on
which such change in the Prime Rate becomes effective.


“Funded Debt” (for purposes of this Note) shall mean all interest
bearing debt.


“EBITDA” shall have the meaning given in the Credit Agreement.


“Interest Rate Election”
means written notice from Maker to Lender no earlier than twenty (20) days and
no later than five (5) days prior to the contemplated effective date,
substantially in form and content as set forth on Exhibit “A” hereto,
whereby Maker may elect from time to time that interest shall accrue hereunder
at the Adjusted Prime Rate or the Adjusted LIBOR Rate.


“LIBOR Rate” means the London Interbank Offered Rate composite rate per
annum for U.S. Dollars for the applicable Interest Period which appears on the
LIBOR 01 page of the Reuters information service on the day the Interest Rate
Election is received by Lender.  The
LIBOR Rate shall remain fixed during the applicable Interest Period.


“Interest Period” shall mean
a period of time equal to the lesser of: (i) at the election of the Maker, thirty
(30), sixty (60), or ninety (90) days; or (ii) the number of days between the
contemplated effective date specified by the Maker in the applicable Interest
Rate Election and the maturity date hereunder.


“Prime
Rate” means a rate which is subject to change from time to time based on
changes in an index which is the BOKF National Prime Rate, described as the
rate of interest set by BOK Financial Corporation, in its sole discretion, on a
daily basis as published by BOK Financial Corporation (“BOKF”) from time to
time (the “Index”).  The Index is not
necessarily the lowest rate charged by Lender on its loans and is set by Lender
at its sole discretion.  If the Index
becomes unavailable during the term of this loan, Lender may designate a
substitute index after notifying Borrower. Lender will tell Borrower the
current index rate upon Borrower’s request. 
The interest rate change will not occur more often that each day.  Borrower understands that Lender may make
loans based on other rates as well. 
NOTICE: Under no circumstances will the interest rate on this Note be
more than the maximum rate allowable by applicable law.  Whenever increases occur in the interest
rate, Lender, at its option, may do one or more of the following: (A) increase
Borrower’s payments to ensure Borrower’s loan will pay off by its original
final maturity date, (B) increase Borrower’s payments to cover accruing
interest, (C) increase the number of Borrower’s payments, and (D) continue
Borrower’s payments at the same amount and increase Borrower’s final payment.


If
any payment shall be due on a Saturday or Sunday or upon any other day on which
state or national banks in the State of Oklahoma are closed for business by
virtue of a legal holiday for such banks, such payment shall be due and payable
on the next succeeding banking day and interest shall accrue to such day. All
interest due hereon shall be computed on the actual number of days elapsed (365
or 366) based upon a 360-day year.









 



All
payments under this Note shall be made in legal tender of the United States of
America or in other immediately available funds at Lender’s office described
above, and no credit shall be given for any payment received by check, draft or
other instrument or item until such time as the holder hereof shall have
received credit therefor from the holder’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.


From
time to time the maturity date of this Note may be extended or this Note may be
renewed, in whole or in part, or a new note of different form may be
substituted for this Note and/or the rate of interest may be changed, or
changes may be made in consideration of loan extensions, and the holder, from
time to time, may waive or surrender, either in whole or in part, any rights,
guarantees,  security interests or liens
given for the benefit of the holder in connection herewith; but no such
occurrences shall in any manner affect, limit, modify or otherwise impair any
rights, guarantees or security of the holder not specifically waived, released
or surrendered in writing, nor shall any maker, guarantor, endorser or any
person who is or might be liable hereon, either primarily or contingently, be
released from such liability by reason of the occurrence of any such event. The
holder hereof, from time to time, shall have the unlimited right to release any
person who might be liable hereon; and such release shall not affect or
discharge the liability of any other person who is or might be liable hereon.


If
any payment required by this Note to be made is not made when due, or if any
default occurs  under any loan agreement
or under the provisions of any mortgage, security agreement, assignment, pledge
or other document or agreement which provides security for the indebtedness evidenced
by this Note, the holder hereof may, at its option, without notice or demand,
declare this Note in default and all indebtedness due and owing hereunder
immediately due and payable. Interest from the date of default on such
principal balance and on any past due interest hereunder shall accrue at the
rate of five percent (5%) per annum above the nondefault interest rate accruing
hereunder. The Maker and any endorsers, guarantors and sureties hereby
severally waive protest, presentment, demand, and notice of protest and
nonpayment in case this Note or any payment due hereunder is not paid when due;
and they agree to any renewal, extension, acceleration, postponement of the time
of payment, substitution, exchange or release of collateral and to the release
of any party or person primarily or contingently liable without prejudice to
the holder and without notice to the Maker or any endorser, guarantor or
surety. Maker and any guarantor, endorser, surety or any other person who is or
may become liable hereon will, on demand, pay all costs of collection,
including reasonable attorney fees of the holder hereof in attempting to
enforce payment of this Note and reasonable attorney fees for defending the
validity of any document securing this Note as a valid first and prior lien.


Upon
the occurrence of any default hereunder, Lender shall have the right,
immediately and without further action by it, to set off against this Note all
money owed by Lender in any capacity to the Maker or any guarantor, endorser or
other person who is or might be liable for payment hereof, whether or not due,
and also to set off against all other liabilities of Maker to Lender all money
owed by Lender in any capacity to Maker; and Lender shall be deemed to have
exercised such right of setoff and to have made a charge against such money
immediately upon the occurrence of such default even though such charge is made
or entered into the books of Lender subsequently thereto.


The
holder of this Note may collect a late charge not to exceed an amount equal to
five percent (5%) of the amount of any payment which is not paid within ten
(10) days from the due date thereof, for the purposes of covering the extra
expenses involved in handling delinquent payments. This late charge provision
shall not be applicable in the event the holder hereof, at its option, elects
to receive interest at the increased rate as provided hereunder in the event of
default.


This
Note is given for an actual loan of money for business purposes and not for
personal, agricultural









 



or
residential purposes, and is executed and delivered in the State of Oklahoma
and shall be governed by and construed in accordance with the laws of the State
of Oklahoma.


This Note constitutes an extension and renewal of the $7,500,000
Revolving Line Note dated September 30, 2005, from Maker to Lender.


	
  

  	
  XETA TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert B. Wagner

  	
   

  
	
   

  	
  Robert B. Wagner,
  Chief Financial Officer