Exhibit 10.3
PROMISSORY NOTE
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$7,500,000.00
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September 30, 2009
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Tulsa, 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”), on or before
November 30, 2009 (the “Maturity Date”), at
Lender’s offices in Tulsa, Oklahoma, the principal sum of
Seven Million Five Hundred Thousand and No/100 Dollars
($7,500,000.00) or such thereof as shall be advanced hereunder from
time to time and remain outstanding, together with interest accrued
from the date hereof on the principal balance outstanding hereunder
and on any past due interest hereunder at a floating rate equal to
the LIBOR Rate (defined below), adjusted as of each change therein,
plus six percent (6.0%), adjusted payable as follows.
a.
Principal . Principal shall be due and payable in full
on the Maturity Date.
b.
Interest . Interest shall be payable on
November 1, 2009, and on the Maturity Date.
This Note is issued under the terms
of the Revolving Credit and Term Loan Agreement dated
October 1, 2003, as amended (the “Credit
Agreement”), between Maker and Lender and is the
“Revolving Line Note” referred to in the Credit
Agreement. All capitalized terms used but not defined herein
shall have the meanings given in the Credit Agreement.
As used herein, “LIBOR
Rate” on any day means an interest rate per annum equal to
the “London Interbank Offered Rate” for U.S. dollars on
such day applicable to a one-month interest period (or, if such day
is not a Business Day, the immediately preceding Business Day)
appearing on the Reuters Screen LIBOR01 Page (or on any
successor or substitute page) at approximately 11:00 a.m.
Central time on such day, rounded to the nearest 1/16
th of 1%. Each change in the LIBOR Rate
shall become effective hereunder without notice to Maker (which
notice is hereby expressly waived by Maker) on the effective date
of each such change.
Notwithstanding any other provision
of this Note or the Credit Agreement, the rate of interest payable
upon the indebtedness evidenced by this Note shall not at any time
exceed the maximum rate of interest permitted under the laws of the
State of Oklahoma for loans of the type and character evidenced by
this Note.
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,
