Exhibit 10.1
SEVENTH AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
This Seventh Amendment to Revolving Credit and Term Loan Agreement is dated as
of September 30, 2009, between XETA TECHNOLOGIES, INC., an Oklahoma corporation
("Borrower"), and BANK OF OKLAHOMA, N.A. ("Bank").
RECITALS
A.
Reference is made to the Revolving Credit
and Term Loan Agreement dated as of October 1, 2003, and amended June 7, 2004,
September 30, 2005, December 21, 2005, September 28, 2006, September 5, 2007,
and August 29, 2008 (as amended, the "Credit Agreement") between Borrower and
Bank, pursuant to which currently exists: (i) a real estate loan in the current
principal amount of $1,197,732.81 ("Real Estate Loan"), and (ii) a revolving
line of credit in the amount of $7,500,000.00 ("Revolving Line").
Terms used
herein shall have the meanings ascribed to them in the Credit Agreement unless
otherwise defined herein.
B.
Borrower has requested that Bank extend
the maturity of the Real Estate Loan and the Revolving Line, and the commitment
under the Revolving Line, from September 30, 2009 to November 30, 2009, 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 HEREBY AMENDED AS FOLLOWS, EFFECTIVE AS OF THE DATE
HEREOF:
1.1.
THE MATURITY OF THE REAL ESTATE LOAN AND THE REVOLVING LINE, AND
THE COMMITMENT UNDER THE REVOLVING LINE, IS HEREBY EXTENDED FROM SEPTEMBER 30,
2009; TO NOVEMBER 30, 2009.
1.2.
SECTION 1.53 (TERMINATION DATE) OF THE CREDIT AGREEMENT IS HEREBY
AMENDED TO REFLECT THAT THE DATE "SEPTEMBER 30, 2009" SHALL NOW READ
"NOVEMBER 30, 2009."
1.3.
THE FORMS OF REAL ESTATE NOTE AND REVOLVING LINE NOTE ATTACHED TO
THE CREDIT AGREEMENT AS SCHEDULES "1.47" AND "1.49," RESPECTIVELY, ARE HEREBY
REPLACED BY THE FORMS OF SUBSTITUTE NOTES SET FORTH ON SCHEDULE "1.3" ATTACHED
HERETO (COLLECTIVELY, THE "EXTENSION NOTES").
1.4.
QUALIFIED RECEIVABLES MAY NO LONGER INCLUDE ACCRUED ACCOUNTS
RECEIVABLE FOR MATERIALS WHICH HAVE BEEN SHIPPED TO THE CUSTOMER, BUT WHICH HAVE
NOT BEEN BILLED OR INVOICED). ACCORDINGLY, SECTION 1.46.13 OF THE CREDIT
AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY.
1.5.
SECTION 7.6 OF THE CREDIT AGREEMENT IS HEREBY
AMENDED TO DELETE THE SECOND SENTENCE THEREOF READING:
NOTWITHSTANDING THE ABOVE, COMMENCING OCTOBER 1, 2006, BORROWER MAY PURCHASE ITS
OWN CAPITAL STOCK, AND MAY ALLOCATE AND SET APART ALL SUMS NECESSARY FOR THE
PURCHASE OF SUCH CAPITAL STOCK.
BORROWER HEREBY CONFIRMS THAT, AS OF THE DATE HEREOF, NO SUMS HAVE BEEN
ALLOCATED OR SET APART FOR THE PURCHASE OF SHARES OF CAPITAL STOCK OF BORROWER.
1.6.
A NEW SECTION 7.11 IS HEREBY ADDED TO THE
CREDIT AGREEMENT READING AS FOLLOWS:
7.11
LOANS AND INVESTMENTS.
BORROWER WILL NOT AND
WILL NOT PERMIT ANY SUBSIDIARY TO MAKE OR PERMIT TO REMAIN OUTSTANDING ANY LOAN
OR ADVANCE TO, OR EXTEND CREDIT OTHER THAN CREDIT EXTENDED IN THE NORMAL COURSE
OF BUSINESS TO ANY PERSON, OR OWN, PURCHASE OR ACQUIRE ANY STOCK, OBLIGATIONS