Item 1.01 Entry into a Material Definitive Agreement.

On August 21, 2009, XETA Technologies, Inc. (the "Company") obtained a waiver from Bank of Oklahoma, N.A. (the "Bank") to Section 8.1 Funded Debt to EBIDTA Ratio and Section 8.3 Debt Service Coverage Ratio (collectively the "Ratios"), of the Revolving Credit and Term Loan Agreement between the Company and the Bank dated October 31, 2003, as subsequently and most recently amended by the Sixth Amendment to Revolving Credit and Term Loan Agreement dated August 29, 2008 (the "Credit Agreement").

The Ratios were not met for the four quarters ended as of July 31, 2009 due to impairment charges to goodwill and other assets taken for the quarter ended July 31, 2009. The Bank has agreed to waive this non-compliance and any consequences thereof under the Credit Agreement. The waiver applies only to the Ratios and dates referenced above. A copy of the waiver letter is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.02 Results of Operations and Financial Condition.

On August 27, 2009, the Company issued a news release reporting the Company's financial results for the third quarter of the fiscal year ending October 31, 2009. A copy of the Company's news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1-Waiver from Bank of Oklahoma dated August 21, 2009 under Revolving Credit and Term Loan Agreement.

99.1-News Release dated August 27, 2009 entitled "XETA Technologies Reports Third Quarter Fiscal 2009 Financial Results."