Exhibit 10.3December 19, 2007**Financing Commitment**XATA Corporation151 E. Cliff Road, Suite 10Burnsville, Minnesota 55337Attention: Mr. Mark Ties, Chief Financial OfficerLadies and Gentlemen:Silicon Valley Bank **(“*****SVB*****”)**is pleased to advise you (**“*****you*****”**or **“*****Company*****”**) of its commitment toprovide you with the financing (the **“*****Financing*****”**) outlined in the Summary of Terms and Conditionsattached as Exhibit A hereto and incorporated herein by this reference (the **“*****Summary of Terms*****”**) andsubject to the following general terms. (This letter and the Summary of Terms are togetherreferred to herein as the “Commitment Letter”.)1. Conditions. The commitment of SVB is subject to the satisfaction of each of thefollowing conditions precedent in a manner acceptable to SVB: (a) the accuracy and completeness ofall representations that you and your affiliates make to SVB and your compliance with the terms ofthis Commitment Letter; (b) the negotiation, execution and delivery of definitive documentation forthe Financing consistent with the Summary of Terms and otherwise satisfactory to SVB; and (c) nochange, occurrence or development shall have occurred since September 30, 2007, or become known bySVB on or after the date hereof, that has had or could reasonably be expected to have a materialadverse effect on the operations, business, assets, properties, liabilities (actual or contingent),condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as awhole, or result in a material impairment of the rights and remedies of SVB under any loandocumentation.2. Representations. You represent, warrant and covenant that (a) all financial projectionsconcerning the Company and its subsidiaries that have been or are hereafter made available to SVBby you or any of your representatives (or on your or their behalf) (the **“*****Projections*****”**) have been orwill be prepared in good faith based upon reasonable assumptions, and (b) all other information,which has been or is hereafter made available to SVB by you or any of your representatives (or onyour or their behalf) in connection with the Financing (the **“*****Information*****”**), as and when furnished,is and will be complete and correct in all material respects and does not and will not contain anyuntrue statement of a material fact or omit to state a material fact necessary to make thestatements contained therein not misleading. You agree to furnish us with further and supplementalinformation from time to time until the date of the initial borrowing under the Financing (the**“*****Closing Date*****”**), so that the representation, warranty and covenant in the immediately precedingsentence are correct on the Closing Date as if the Information were being furnished, and suchrepresentation, warranty and covenant were being made, on such date. In issuing this commitment,SVB is and will be using and relying on the Information without independent verification thereof.
 

 
3. Reimbursement. By executing this Commitment Letter, you agree to reimburse SVB fromtime to time on demand for all reasonable out-of-pocket fees and expenses incurred in connectionwith the Financing (including, but not limited to, the reasonable fees, disbursements and othercharges of its counsel and due diligence expenses in connection with the preparation of thedefinitive documentation therefor and otherwise) (collectively, **“*****Costs*****”**).4. Indemnity. You agree to indemnify and hold harmless SVB, and each of its affiliates,officers, directors, employees, agents, advisors and other representatives (each an **“*****IndemnifiedParty*****”**) from and against any and all claims, damages, losses, liabilities and expenses (including,without limitation, the reasonable fees, disbursements and other charges of counsel) that may beincurred by or asserted or awarded against any Indemnified Party, in each case arising out of or inconnection with or by reason of (including, without limitation, in connection with anyinvestigation, litigation or proceeding or preparation of a defense in connection therewith) theFinancing, or any use made or proposed to be made with the proceeds thereof, except to the extentsuch claim, damage, loss, liability or expense is found in a final, nonappealable judgment by acourt of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence orwillful misconduct. In the case of an investigation, litigation or proceeding to which theindemnity in this paragraph applies, such indemnity shall be effective whether or not suchinvestigation, litigation or proceeding is brought by you, your equityholders or creditors or anIndemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether ornot any aspect of the Financing is consummated. You also agree that no Indemnified Party shallhave any liability (whether direct or indirect, in contract or tort or otherwise) to you or yoursubsidiaries or affiliates or to your or their respective equity holders or creditors arising outof, related to or in connection with any aspect of the Financing, except to the extent of direct,as opposed to special, indirect, consequential or punitive, damages determined in a final,nonappealable judgment by a court of competent jurisdiction to have resulted from such IndemnifiedParty’s gross negligence or willful misconduct. Notwithstanding any other provision of thisCommitment Letter, no Indemnified Party shall be liable for any damages arising from the use byothers of information or other materials obtained through electronic telecommunications or otherinformation transmission systems, other than for direct or actual damages resulting from the grossnegligence or willful misconduct of such Indemnified Party as determined by a final andnonappealable judgment of a court of competent jurisdiction.5. Confidentiality. This Commitment Letter is confidential and, except for disclosurehereof on a confidential basis to your accountants, attorneys and other professional advisorsretained by you in connection with the Financing or as otherwise required by law, may not bedisclosed in whole or in part to any person or entity without our prior written consent. SVBhereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L.107-56 (signed into law October 26, 2001) (the **“Act”**), it is required to obtain, verify and recordinformation that identifies you, which information includes your name and address and otherinformation that will allow SVB to identify you in accordance with the Act.6. Acknowledgments. You acknowledge that SVB or its affiliates may be providing financingor other services to parties whose interests may conflict with yours. SVB agrees that it will notfurnish confidential information obtained from you to any of its other customers and that it willtreat confidential information relating to you with the same degree of care as it treats its ownconfidential information. In connection with the services and transactions contemplated
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hereby, you agree that SVB is permitted to access, use and share with any of its bank or non-bankaffiliates, agents, advisors (legal or otherwise) or representatives any information concerningyou, or any of your affiliates that is or may come into the possession of SVB or any of suchaffiliates. In connection with all aspects of each transaction contemplated by this CommitmentLetter, you acknowledge and agree that: (a) (i) the Financing is an arm’s-length commercialtransaction between you and your affiliates, on the one hand, and SVB, on the other hand, (ii) youhave consulted your own legal, accounting, regulatory and tax advisors to the extent you havedeemed appropriate, and (iii) you are capable of evaluating, and understand and accept, the terms,risks and conditions of the transactions contemplated hereby; (b) SVB has been, is, and will beacting solely as a principal and has not been, is not, and will not be acting as an advisor, agentor fiduciary for you, any of your affiliates or any other person or entity; (c) SVB has noobligation to you or your affiliates with respect to the transactions contemplated hereby exceptthose obligations expressly set forth herein; and (d) SVB and its respective affiliates may beengaged in a broad range of transactions that involve interests that differ from yours and those ofyour affiliates, and SVB has no obligation to disclose any of such interests to you or youraffiliates. To the fullest extent permitted by law, you hereby waive and release any claims thatyou may have against SVB with respect to any breach or alleged breach of any alleged agency orfiduciary duty in connection with any aspect of any transaction contemplated by this CommitmentLetter, and the parties agree that no such agency or fiduciary relationship exists between them.7. Survival. The provisions of Sections 1 through 11 hereof shall remain in full force andeffect regardless of whether any definitive documentation for the Financing shall be executed anddelivered, and notwithstanding the termination of this Commitment Letter or any commitment orundertaking of SVB hereunder.8. General. This Commitment Letter may be executed in counterparts which, taken together,shall constitute an original. Delivery of an executed counterpart of this Commitment Letter bytelecopier or facsimile shall be effective as delivery of a manually executed counterpart thereof.The commitments and undertakings of SVB may be terminated by us if you fail to perform yourobligations under this Commitment Letter on a timely basis. This Commitment Letter embodies theentire agreement and understanding between SVB and you with respect to the Financing and supersedesall prior agreements and understandings relating to the specific matters hereof. However, pleasenote that the terms and conditions of the commitment of SVB and the undertaking of SVB hereunderare not limited to those set forth herein or in the Summary of Terms. Those matters that are notcovered or made clear herein are subject to mutual agreement of the parties. No party has beenauthorized by SVB to make any oral or written statements that are inconsistent with this CommitmentLetter. This Commitment Letter is not assignable by you without our prior written consent and isintended to be solely for the benefit of the parties hereto and the Indemnified Parties. ThisCommitment Letter shall be governed by, and construed in accordance with, the internal laws of theState of California. Each of you and SVB hereby irrevocably waives any and all right to trial byjury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise)arising out of or relating to this Commitment Letter or any transactions contemplated hereby or theactions of SVB in the negotiation, performance or enforcement hereof (collectively, an **“*****Action*****”**.**IF ANY ACTION IS FILED IN A COURT OF THE STATE OF CALIFORNIA BY OR AGAINST ANY PARTY HERETO ANDEACH PARTY HERETO DOES NOT SUBSEQUENTLY WAIVE**
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**IN AN EFFECTIVE MANNER UNDER CALIFORNIA LAW ITS RIGHT TO A TRIAL BY JURY, THE COURT SHALL, AND ISHEREBY DIRECTED TO, MAKE A GENERAL REFERENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION638 TO A REFEREE OR REFEREES TO HEAR AND DETERMINE ALL OF THE ISSUES IN SUCH ACTION OR PROCEEDING(WHETHER OF FACT OR OF LAW) AND TO REPORT A STATEMENT OF DECISION, PROVIDED THAT ANY SUCH ISSUESPERTAINING TO A “PROVISIONAL REMEDY” AS DEFINED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION1281.8 SHALL BE HEARD AND DETERMINED BY THE COURT.**9. Commitment Acceptance. This Commitment Letter must be accepted by delivery to SVB nolater than 5:00 pm. on December 21, 2007 of a signed copy of this Commitment Letter accepting itsterms. Otherwise, this commitment of SVB to provide the Financing set forth in this CommitmentLetter shall expire and be of no further force or effect.10. Commitment Fee. —Waived—11. Deposit. Company has provided SVB with a cost deposit in the amount of $15,000 (the**“Deposit”**). Whether or not the definitive documentation providing for the Financing is executed,the Deposit shall be applied to the Costs. If the Deposit exceeds the Costs, the excess shall bereturned to the Company. If the Costs exceed the Deposit, the Company shall pay the excess to SVBon demand.[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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We are pleased to have the opportunity to work with you in connection with this importantfinancing.      Very truly yours,