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Exhibit
10.11
PROMISSORY NOTE
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$7,500,000
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June 7, 2004
Tulsa,
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Oklahoma
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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
(“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):
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a.
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Principal .
Principal shall be payable on September 28, 2005.
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b.
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Interest . Interest
shall be payable on the first day of each month, commencing the 1
st day of July, 2004, 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).
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“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:
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Funded Debt to Cash Flow
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Adjusted
LIBOR Rate
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Adjusted
Prime Rate
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Greater than or equal to 2.50 to 1
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LIBOR Rate
plus
2.50%
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Prime
Rate
minus .375%
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Greater than or equal to 2.0 to 1 but less than
2.5 to 1
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LIBOR Rate
plus
2.00%
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Prime
Rate
minus .375%
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Greater than or equal to 1.50 to 1 but less than
2.0 to 1
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LIBOR Rate
plus
1.75%
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Prime
Rate
minus .875%
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Greater than or equal to 1.0 to 1 but less than
1.5 to 1
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LIBOR Rate
plus
1.50%
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Prime
Rate
minus 1.125%
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Less than 1.0 to 1
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LIBOR Rate
plus
1.25%
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Prime
Rate
minus 1.125%
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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 1.75 percent (1.75%), and the
Adjusted Prime Rate shall be set at the Prime Rate minus .875
percent (-.875%). 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 one and one hundred twenty-five
thousandths of one percent (1.125%). 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.
“Cash
Flow” (for purposes of this Note) shall mean EBITDA less Cash
Taxes.
“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 day
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