FIRST AMENDMENT AND WAIVER
TO
SECOND LIEN CREDIT AGREEMENT
This FIRST
AMENDMENT AND WAIVER TO SECOND LIEN CREDIT AGREEMENT, dated as of
May 1, 2008 (this “ Amendment ”), to the Second
Lien 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 ”) and Clearlake Capital Group,
L.P., as administrative agent for the Lenders (in such capacity,
and together with its successors and permitted assigns, the “
Administrative Agent ”).
W I T N E S S E
T H
WHEREAS, Borrower,
Administrative Agent and the Lenders are parties to that certain
Second Lien Credit Agreement, dated as of January 10, 2008 (as
amended, restated, supplemented or otherwise modified from time to
time, the “ Second Lien Credit Agreement ”);
and
WHEREAS, Administrative Agent and Required
Lenders have agreed to waive, pursuant to and in accordance with
the terms of the Second Lien Credit Agreement, certain Events of
Default, in the manner, and on the terms and
conditions provided for herein;
and
WHEREAS, Borrower has requested, and
Administrative Agent and Required Lenders have agreed, to amend the
Second Lien 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, Administrative
Agent 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
Second Lien Credit Agreement.
2.
Waiver . Pursuant to
Section 11.1(a)(2) of the Second Lien Credit Agreement, as
of the First Amendment Effective Date (as hereinafter defined),
Administrative Agent and Required Lenders hereby waive the Events
of Default under Section 9.1(c) of the Second Lien Credit
Agreement resulting solely from the failure of the Borrower to
comply with Schedule 7.15(2) of the Second Lien 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 Second Lien Credit Agreement, as
of the First Amendment Effective Date, Schedule 7.15(2) of
the Second Lien Credit Agreement is hereby amended by deleting
“90” where it appears in such Schedule 7.15(2)
and substituting in lieu thereof “180” and by deleting
“at least one year after the Scheduled Term Loan Maturity
Date” and substituting in lieu thereof “no earlier than
January 10, 2015”.
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 Administrative Agent 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 Second Lien Credit Agreement
as amended by this Amendment (the “ Amended Second Lien
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 Subsidiaries, or result in or permit the
termination or acceleration of any such material Contractual
Obligation, or (D) result in the imposition of any Lien (other
than a Permitted Lien) upon any property of any Loan Par
