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