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 or securities of,
or any other interest in, make any capital contribution to, or
otherwise make in any investment in, any Person, or commit to do
any of the foregoing, except :
(i)
negotiable instruments endorsed for collection in the ordinary
course of business;
(ii)
obligations backed by the full faith and credit of the United
States Government (whether issued by the United States Government
or an agency thereof), and obligations guaranteed by the United
States Government, in each case which mature within one year from
the date acquired;
(iii)
demand and time deposits with, or certificates of deposit issued
by, any commercial
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