0001104659-09-057976.txt : 20091006 0001104659-09-057976.hdr.sgml : 20091006 20091006165428 ACCESSION NUMBER: 0001104659-09-057976 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090930 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091006 DATE AS OF CHANGE: 20091006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XETA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000742550 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 731130045 STATE OF INCORPORATION: OK FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16231 FILM NUMBER: 091108473 BUSINESS ADDRESS: STREET 1: 1814 WEST TACOMA CITY: BROKEN ARROW STATE: OK ZIP: 74012 BUSINESS PHONE: 9186648200 MAIL ADDRESS: STREET 1: 1814 WEST TACOMA CITY: BROKEN ARROW STATE: OK ZIP: 74012 FORMER COMPANY: FORMER CONFORMED NAME: XETA CORP DATE OF NAME CHANGE: 19920703 8-K 1 a09-29946_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2009

XETA Technologies, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma	0-16231	73-1130045
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1814 West Tacoma, Broken Arrow, Oklahoma		74012
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 918-664-8200

(Former name or address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Credit Facility

On September 30, 2009 XETA Technologies, Inc. (the “Company”) and Bank of Oklahoma, N.A. (“the Bank”), entered into the Seventh Amendment to Revolving Credit and Term Loan Agreement (the “Amendment”) to temporarily extend until November 30, 2009 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 (the “Credit Agreement”), pending final negotiation of terms for a longer renewal agreement.

The temporary Amendment extends the maturity of the $7,500,000.00 Revolving Line Note and the $1,197,732.81 Real Estate Loan to November 30, 2009, and amends certain provisions of the Credit Agreement to: (i) exclude from “qualified receivables” accrued accounts receivable for materials which have been shipped to the customer but which have not been billed or invoiced; (ii) prohibit the Company from purchasing its capital stock; and (iii) limit capital expenditures during the extension period to $250,000.00.

In addition, during the temporary extension through November 30, 2009 the Amendment prohibits the Company from (i) making or permitting to remain outstanding any loan or advance to, or certain extensions of credit to any person; or owning, purchasing or acquiring any stock, obligations or securities of, or any other interest in, or making any capital contribution to, or otherwise making an investment in, any person except in limited circumstances identified in the Amendment; and (ii) making or entering into any acquisition except as expressly agreed to by the Bank.

The Company does not expect the amended terms in the Amendment to have any detrimental impact on the Company’s operations or the execution of its strategies during the temporary extension period.

The Amendment and related promissory notes are attached hereto as Exhibits 10.1, 10.2 and 10.3.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Seventh Amendment dated September 30, 2009 to Revolving Credit and Term Loan Agreement.

10.2 Promissory Note for $1,197,732.81 dated September 30, 2009.

10.3 Promissory Note for $7,500,000.00 dated September 30, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XETA Technologies, Inc.
	(Registrant)


Dated: October 5, 2009	By:	/s/ Robert B. Wagner
		Robert B. Wagner, Chief Financial Officer

EXHIBIT INDEX

SEC No.		Description

10.1		Seventh Amendment dated September 30, 2009 to Revolving Credit and Term Loan Agreement.

10.2		Promissory Note for $1,197,732.81 dated September 30, 2009.

10.3		Promissory Note for $7,500,000.00 dated September 30, 2009.

EX-10.1 2 a09-29946_1ex10d1.htm EX-10.1

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 bank or trust company (A) organized under the laws of the United States or any of its states or having branch offices therein, (B) having equity capital in excess of $250,000,000 and (C) which issues either (1) senior debt securities rated A or better by S&P, or by Moody’s or (2) commercial paper rated A-1 by S&P or Prime-1 by Moody’s, in each case payable in the United States in United States dollars, in each case which mature within one year from the date acquired;

(iv) readily marketable commercial paper rated as A-1 or better by S&P or Prime-1 or better by Moody’s (or, in either case, an equivalent rating from another nationally recognized credit rating agency) and maturing not more than 270 days from the date acquired; and

(v) bonds, debentures, notes or similar debt instruments issued by a state or municipality given a “AA” rating or better by

S&P or an equivalent rating by another nationally recognized credit rating agency and maturing not more than one year from the date acquired.

1.7. A new Section 7.12 is hereby added to the Credit Agreement reading as follows:

7.12 Acquisitions. Borrower will not and will not permit any Subsidiary to make or enter any into Acquisition. For purposes of this Section 7.12, the term “Acquisition” means any transaction, or any series of related transactions, by which Borrower or one or more of its Subsidiaries (i) acquires all or substantially all of any going business or all or substantially all of the assets of any firm, corporation, partnership or limited liability company, or a division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the shares of stock in a corporation which have ordinary voting power for the election of directors (other than shares of stock having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding partnership interests, membership interests or other equity interests of a partnership, limited liability company or other business entity.

1.8. Section 8.4 (Capital Expenditures) is hereby amended in its entirety to read as follows:

8.4 Capital Expenditures. Not make, incur or become obligated to make or incur Capital Expenditures during the period from September 30, 2009, through November 30, 2009, in excess of $250,000 in the aggregate. For purposes of this Section 8.4, the term “Capital Expenditures” means expenditures for the purchase or other acquisition, construction or improvement of any fixed or capital assets that are required to be capitalized under GAAP on a balance sheet as property, plant, equipment or other fixed assets.

2. CONDITIONS PRECEDENT. Borrower shall deliver to Bank at or before closing:

2.1. This Amendment;

2.2. The Extension Notes; and

2.3. Any other instruments, documents or agreements reasonably requested by Bank in connection herewith.

3. Effect of Amendment. Except as expressly amended hereby, the Credit Agreement and all Loan Documents executed or delivered by Borrower to Bank in

connection therewith shall remain in full force and effect, binding and enforceable against Borrower in accordance with their terms.

4. Borrower Ratification. Borrower hereby ratifies and reaffirms the Credit Agreement (as amended hereby), the Security Agreement and all other Loan Documents executed by it in connection with the Credit Agreement.

5. Representations and Warranties. Borrower represents and warrants that (i) no Event of Default exists under the Credit Agreement or any Loan Documents executed by Borrower in connection therewith, and (ii) all representations and warranties made in the Credit Agreement and other Loan Documents remain true and correct as of the date hereof. Borrower further represents and warrants that all authority documents delivered to Bank in connection with the Credit Agreement remain in full force and effect and have not been modified or changed whatsoever.

6. No Course of Performance. The agreement of Bank to the extensions set forth herein shall not obligate Bank to agree to any additional extensions which may be requested by Borrower in the future or to agree to any other amendments or modifications to the terms of the Credit Agreement.

7. Governing Law and Binding Effect. This Amendment shall be governed by and construed in accordance with the laws of the State of Oklahoma, and shall inure to the benefit of and be binding upon the parties hereto, their successors and assigns.

8. Costs, Expenses and Fees. Borrower agrees to pay all costs, expenses and fees incurred by Bank in connection herewith, including, without limitation, all reasonable attorney fees, costs and expenses of Conner & Winters, LLP.

9. Multiple Counterparts. This Amendment may be executed in multiple counterparts. Delivery of an executed counterpart of a signature page to this Amendment by telecopier (fax) or by electronic communication by portable document format (PDF) shall be effective as delivery of a manually executed counterpart of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, effective as of the date first above written.

	“Borrower”

	XETA TECHNOLOGIES, INC.


	By	/s/ Robert B. Wagner
		Robert B. Wagner, Chief Financial Officer

	“Bank”

	BANK OF OKLAHOMA, N.A.


	By	/s/ David Lamb
		David Lamb, Senior Vice President

Schedule “1.3”

(Extension Notes)

EX-10.2 3 a09-29946_1ex10d2.htm EX-10.2

Exhibit 10.2

PROMISSORY NOTE

$1,197,732.81		September 30, 2009
		Tulsa, Oklahoma

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 One Million One Hundred Ninety Seven Thousand Seven Hundred Thirty-Two and 81/100 Dollars ($1,197,732.81), 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.

Principal. A principal installment in the amount of $14,257.48 shall be due and payable on October 31, 2009. The entire unpaid principal balance of this Note shall be due and payable in full on the Maturity Date.

Interest. Accrued interest shall be due and payable on October 31, 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 “Real Estate 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 1/16th 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, draft or other instrument or item is drawn.

From time to time the maturity date of this Note may be extended or this Note may be renewed, in whole or in part, or a new note of different form may be substituted for this Note and/or the rate of interest may be changed, or changes may be made in consideration of loan extensions, and the holder, from time to time, may waive or surrender, either in whole or in part, any rights, guarantees, security interests or liens given for the benefit of the holder in connection herewith; but no such occurrences shall in any manner affect, limit, modify or otherwise impair any rights, guarantees or security of the holder not specifically waived, released or surrendered in writing, nor shall any maker, guarantor, endorser or any person who is or might be liable hereon, either primarily or contingently, be released from such liability by reason of the occurrence of any such event. The holder hereof, from time to time, shall have the unlimited right to release any person who might be liable hereon; and such release shall not affect or discharge the liability of any other person who is or might be liable hereon.

If any payment required by this Note to be made is not made when due, or if any default occurs under any loan agreement or under the provisions of any mortgage, security agreement, assignment, pledge or other document or agreement which provides security for the indebtedness evidenced by this Note, the holder hereof may, at its option, without notice or demand, declare this Note in default and all indebtedness due and owing hereunder immediately due and payable. Interest from the date of default on such principal balance and on any past due interest hereunder shall accrue at the rate of five percent (5%) per annum above the nondefault interest rate accruing hereunder. The Maker and any endorsers, guarantors and sureties hereby severally waive protest, presentment, demand, and notice of protest and nonpayment in case this Note or any payment due hereunder is not paid when due; and they agree to any renewal, extension, acceleration, postponement of the time of payment, substitution, exchange or release of collateral and to the release of any party or person primarily or contingently liable without prejudice to the holder and without notice to the Maker or any endorser, guarantor or surety. Maker and any guarantor, endorser, surety or any other person who is or may become liable hereon will, on demand, pay all costs of collection, including reasonable attorney fees of the holder hereof in attempting to enforce payment of this Note and reasonable attorney fees for defending the validity of any document securing this Note as a valid first and prior lien.

Upon the occurrence of any default hereunder, Lender shall have the right, immediately and without further action by it, to set off against this Note all money owed by Lender in any capacity to the Maker or any guarantor, endorser or other person who is or might be liable for payment hereof, whether or not due, and also to set off against all other liabilities of Maker to Lender all money owed by Lender in any capacity to Maker; and Lender shall be deemed to have exercised such right of setoff and to have made a charge against such money immediately upon the occurrence of such default even though such charge is made or entered into the books of Lender subsequently thereto.

The holder of this Note may collect a late charge not to exceed an amount equal to five percent (5%) of the amount of any payment which is not paid within ten (10) days from the due date thereof, for the purposes of covering the extra expenses involved in handling delinquent payments. This late charge provision shall not be applicable in the event the holder hereof, at its option, elects to receive interest at the increased rate as provided hereunder in the event of default.

This Note is given for an actual loan of money for business purposes and not for personal, agricultural or residential purposes, and is executed and delivered in the State of

Oklahoma and shall be governed by and construed in accordance with the laws of the State of Oklahoma.

This Note is made, executed and delivered by Maker and accepted by Lender in renewal and extension of, but not in payment or satisfaction of, that certain Promissory Note of Maker dated December 21, 2005 (the “Prior Note”), executed by Maker payable to the order of Lender in the stated principal amount of $1,853,904.82. All Loan Documents securing payment of the Prior Note shall continue in full force and effect as security for payment of this Note.

	XETA TECHNOLOGIES, INC.


	By	/s/ Robert B. Wagner
		Robert B. Wagner, Chief Financial Officer

EX-10.3 4 a09-29946_1ex10d3.htm EX-10.3

Exhibit 10.3

PROMISSORY NOTE

$7,500,000.00		September 30, 2009
		Tulsa, Oklahoma

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.

This Note is given for an actual loan of money for business purposes and not for personal, agricultural or residential purposes, and is executed and delivered in the State of

Oklahoma and shall be governed by and construed in accordance with the laws of the State of Oklahoma.

This Note is made, executed and delivered by Maker and accepted by Lender in renewal and extension of, but not in payment or satisfaction of, that certain Promissory Note of Maker dated August 29, 2008 (the “Prior Note”), executed by Maker payable to the order of Lender in the stated principal amount of $7,500,000.00. All Loan Documents securing payment of the Prior Note shall continue in full force and effect as security for payment of this Note.

	XETA TECHNOLOGIES, INC.


	By	/s/ Robert B. Wagner
		Robert B. Wagner, Chief Financial Officer