FIRST AMENDMENT AND WAIVER
TO CREDIT AGREEMENT
This
FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of May 2,
2008 (this “ Amendment ”), to the Credit
Agreement referred to below, by and among the lenders identified on
the signature pages hereof (such lenders, together with their
respective successors and permitted assigns, are referred to
hereinafter each individually as a “ Lender ”
and collectively as the “ Lenders ”), GoAmerica,
Inc., a Delaware corporation (“ Borrower ”), the
letter of credit issuers thereto (the “ L/C Issuers
”), Churchill Financial LLC, as administrative agent for the
Lenders and the L/C Issuers (in such capacity, and together with
its successors and permitted assigns, the “ Administrative
Agent ”) and Ableco Finance LLC, as collateral agent for
the Lenders and the L/C Issuers (in such capacity, and together
with its successors and permitted assigns, the “
Collateral Agent ”, and together with the
Administrative Agent, the “ Agents
”).
W I T N E S S E
T H
WHEREAS, Borrower,
Agents, the Lenders and L/C Issuers signatory thereto from time to
time are parties to that certain Credit Agreement, dated as of
January 10, 2008 (as amended, restated, supplemented or otherwise
modified from time to time, the “ Credit Agreement
”); and
WHEREAS, Agents and Required Lenders have agreed
to waive, pursuant to and in accordance with the terms of the
Credit Agreement, certain Events of Default, in the manner, and on
the terms and conditions
provided for herein; and
WHEREAS, Borrower has requested, and Agents and
Required Lenders have agreed, to amend the Credit Agreement in the
manner, and on the terms and conditions, provided for
herein.
NOW THEREFORE , in consideration of the promises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the Loan Parties, Agents and Lenders
hereby agree as follows:
1.
Definitions .
Capitalized terms not otherwise defined herein (including in the
Recitals hereto) shall have the meanings ascribed to them in the
Credit Agreement.
2.
Waiver . Pursuant to
Section 11.1(a)(2) of the Credit Agreement, as of the First
Amendment Effective Date (as hereinafter defined), Agents and
Required Lenders hereby waive the Events of Default under
Section 9.1(c) of the Credit Agreement resulting solely from
the failure of the Borrower to comply with Schedule 7.15(2)
of the Credit Agreement prior to the First Amendment Effective
Date; provided , that the Borrower complies with such
Schedule 7.15(2) as amended hereby.
3.
Amendment . Pursuant to
Section 11.1(a)(3) of the Credit Agreement, as of the First
Amendment Effective Date, Schedule 7.15(2) of the Credit
Agreement is hereby amended by deleting “90” where it
appears in such Schedule 7.15(2) and substituting in lieu
thereof “180”.
4.
Remedies . This
Amendment shall constitute a Loan Document. The breach by any Loan
Party of any covenant or agreement in this Amendment (including
Section 2 hereof) shall constitute an immediate Event
of Default hereunder and under the other applicable Loan
Documents.
5.
Representations and Warranties
. To induce Agents and Required Lenders to enter
into this Amendment, the Borrower (and, to the extent set forth in
any other Loan Document, each other Loan Party) hereby jointly and
severally represents and warrants that:
(a)
The execution, delivery and performance by each Loan Party of this
Amendment and the performance of the Credit Agreement as amended by
this Amendment (the “ Amended Credit Agreement
”) (i) are within such Loan Party’s corporate or
similar powers and, at the time of execution thereof, have been
duly authorized by all necessary corporate and similar action
(including, if applicable, consent of the holders of its
Securities), (ii) do not (A) contravene such Loan Party’s
Constituent Documents, (B) violate any material Requirement of Law
in any material respect, (C) in any material respect, conflict
with, contravene, constitute a default or breach under any material
Contractual Obligation of any Loan Party or any of its
Subsidiar
