Fourth Amendment to Loan Agreement



 Exhibit 10.1 
 Fourth Amendment to Loan Agreement 
 This Fourth Amendment to Loan
Agreement (the “Amendment”) is made and entered into as of June 29, 2011, between inContact, Inc. (“Borrower”) and Zions First National Bank (“Lender”). 

Recitals 

1. Borrower and Lender have entered into a Loan Agreement dated July 16, 2009, as amended by that certain (i) Amendment to Loan
Agreement dated February 22, 2010, (ii) Second Amendment to Loan Agreement dated August 3, 2010, and (iii) Third Amendment to Loan Agreement dated March 1, 2011 (collectively the “Loan Agreement”).

 2. Borrower and Lender desire to modify and amend the Loan Agreement, as provided herein. 

Amendment 

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower hereby agree and
amend and modify the Loan Agreement as follows: 
 1. Recitals. Borrower and Lender each hereby acknowledge the accuracy
of the Recitals, which are incorporated herein by reference. 
 2. Definitions. Except as otherwise provided herein,
terms defined in the Loan Agreement shall have the same meaning when used herein. Terms defined in the singular shall have the same meaning when used in the plural and vice versa. 

3. Amendments. The Loan Documents are hereby modified and amended as follows: 

(a) Borrowing Base Certificates. Section 6.7(d) of the Loan Agreement is deleted and replaced in its entirety with the
following: 
 d. Borrower shall submit to Lender a Borrowing Base Certificate as of the 5th and 20th day of each
month in a form provided by or acceptable to Lender demonstrating that the outstanding balance on the Loan is in compliance with the terms and conditions of this Loan Agreement. The Borrowing Base Certificate shall be due within five (5) days
after the 5th and 20th day of each month. The Borrowing Base Certificates shall include an accounts receivable aging report, in a form acceptable to Lender. However, Borrower is not required to submit a Borrowing Base Certificate if the outstanding
balance on the Loan is $0. If Borrower elects not to submit a Borrowing Base Certificate because the outstanding balance on the Loan is $0, prior to receiving any further advances on the Loan, Borrower must submit to Lender a Borrowing Base
Certificate demonstrating that the outstanding balance on the Loan after the proposed advance is in compliance with the terms and conditions of this Loan Agreement. 







 (b) Minimum Liquidity Position and Minimum Quarterly EBITDA. Section 6.14(a)
Minimum Quarterly EBITDA of the Loan Agreement is deleted and replaced in its entirety with the following: 
 a. Minimum Liquidity Position and Minimum Quarterly EBITDA. Borrower shall at all times maintain cash, cash equivalents, and marketable securities having an aggregate value, as determined in
accordance with Accounting Standards and as reasonably acceptable to Lender, of not less than the outstanding balance on the Loan plus $2,500,000 (“Minimum Liquidity Position”). If the aggregate value of Borrower’s cash, cash
equivalents, and marketable securities is at any time less than the Minimum Liquidity Position, Borrower shall maintain a minimum quarterly EBITDA, measured as of the last day of each quarter, of $1,000,000.00. 

4. References. Each reference in the Loan Documents to any of the Loan Documents shall be deemed to be a reference to such
documents as modified hereby. 
 5. Borrower Representations and Warranties. Borrower hereby affirms and again makes the
representations and warranties set forth in Section 5 of the Loan Agreement as of the date of this amendment, except to the extent that any such representations and warranties refer specifically to an earlier date. 

6. Borrower Covenants. Borrower covenants with Lender as follows: 

(a) Borrower shall execute, deliver, and provide to Lender such additional agreements, documents, and instruments as reasonably required
by Lender to effectuate the intent of this Amendment. 
 (b) Borrower hereby fully, finally, and forever releases and discharges
Lender and its successors, assigns, directors, employees, agents, and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits of whatever kind or nature, in law or equity, that Borrower
has or in the future may have, whether known or unknown, arising from or relating to the Loan, the Loan Documents, or the actions or omissions of Lender in respect to the Loan or the Loan Documents arising from events, acts or omissions occurring
prior to the date hereof. 
 7. Payment of Expenses and Attorneys Fees. Borrower shall pay all reasonable expenses of
Lender relating to the negotiation, drafting of documents, and documentation of this Amendment, including, without limitation, all reasonable attorneys fees and legal expenses. Lender is authorized and directed to disburse a sufficient amount of the
Loan proceeds to pay these expenses in full. 
 8. Agreement Remains in Full Force and Effect. The Loan Documents are
ratified and affirmed by Borrower and shall remain in full force and effect as modified hereby. Any property rights or rights to or interests in property granted as security in the Loan Documents shall remain as security for the Loan and the
obligations of Borrower in the Loan Documents. 

  
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 9. Integrated Agreement; Amendment. This Amendment, together with the Loan Agreement
and the Loan Documents, constitutes the entire agreement between Lender and Borrower concerning the subject matter hereof, and may not be altered or amended except by written agreement signed by Lender. PURSUANT TO UTAH CODE SECTION 25-5-4,
BORROWER IS NOTIFIED THAT THESE AGREEMENTS ARE A FINAL EXPRESSION OF THE AGREEMENT BETWEEN LENDER AND BORROWER AND THESE AGREEMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED ORAL AGREEMENT. 

10. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Utah. 

11. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Amendment to physically form one document. Receipt by Lender of an executed copy of this Amendment
by facsimile or electronic mail shall constitute conclusive evidence of execution and delivery by the signatory thereto. 
 All
other prior and contemporaneous agreements, arrangements, and understandings between the parties hereto as to the subject matter hereof are, except as otherwise expressly provided herein, rescinded. 

This Amendment and the Loan Agreement shall be read and interpreted together as one agreement. 

[Signature Pages(s) Follow] 

  
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 IN WITNESS WHEREOF, the parties here executed this Amendment upon the day and year first
indicated above. 
  

			
	Lender:
	
	Zions First National Bank
		
	By:	 	  

	Name: Thomas C. Etzel
	Title: Senior Vice President



			
		
	Borrower:	 	
	
	inContact, Inc.



			
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	  



 FOURTH AMENDMENT TO LOAN 
 AGREEMENT 
 Signature Page