Promissory Note
Revolving Line of Credit
July 16, 2009
Borrower: inContact,
Inc.
Lender: Zions First National
Bank
Amount: $8,500,000.00
Maturity: July 1, 2011
For value received, Borrower promises to pay to
the order of Lender at Corporate Banking Group, One South Main,
Suite 200, Salt Lake City, Utah 84111, the sum of eight million
five hundred thousand dollars ($8,500,000.00) or such other
principal balance as may be outstanding, with interest thereon
calculated and payable as provided herein.
Terms used in the singular shall have the same
meaning when used in the plural and vice versa. As used in this
Promissory Note, the term:
“Banking Business Day” means any day
other than a Saturday, Sunday or other day on which commercial
banks in the State of Utah are authorized or required to
close.
“Dollars” and the sign
“$” mean lawful money of the United States.
“Event of Default” shall have the
meaning set forth in the Loan Agreement.
“Loan Agreement” means that certain
Loan Agreement dated July 16, 2009, by and between Zions First
National Bank, as Lender and inContact, Inc. as Borrower identified
therein, together with any exhibits, amendments, addenda, and
modifications.
“Ninety Day Federal Home Loan Bank (FHLB)
Rate” means the rate per annum quoted by Lender as
Lender’s Ninety Day FHLB rate based upon the FHLB Seattle
rate as quoted in Bloomberg, or on the FHLB Seattle internet web
site at www.FHLBsea.com, or other comparable service selected by
Lender. The definition of “Ninety Day Federal Home Loan Bank
(FHLB) Rate” is to be strictly interpreted and is not
intended to serve any purpose other than providing an index to
determine the rate used herein. It is not necessarily the lowest
rate charged by Lender on its loans. If the Ninety Day FHLB Rate
becomes unavailable during the term of this Promissory Note, Lender
may designate a substitute index after notifying
Borrower.
“Ninety Day LIBOR Rate”
means the rate per annum quoted by Lender as its Ninety Day LIBOR
Rate based upon quotes from the London Interbank Offered Rate from
the British Bankers Association Interest Settlement Rates as quoted
for United States Dollars by Bloomberg
or other comparable services selected by Lender.
This definition of “Ninety Day LIBOR Rate” is to be
strictly interpreted and is not intended to serve any purpose other
than providing an index to determine the interest rate used herein.
It is not the lowest rate at which Lender may make loans to any of
its customers, either now or in the future.
“Security Documents” shall have the
meaning set forth in the Loan Agreement.
Interest shall accrue on the outstanding
principal balance hereunder from the date of disbursement until
paid, both before and after judgment, at a variable rate computed
on the basis of a three hundred sixty (360) day year as follows:
four and five-tenths percent (4.5%) per annum above the Ninety Day
LIBOR Rate, from time to time in effect, adjusted as of the date of
any change in the Ninety Day LIBOR Rate. Notwithstanding the
foregoing, if Lender reasonably determines (which determination
shall be conclusive) that (i) quotations of interest rates referred
to in the definition of Lender’s Ninety Day L
