EXHIBIT 10.1

EXECUTION VERSION


SECOND AMENDMENT TO CREDIT AGREEMENT


     This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June 12, 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, 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. Amendments to the Credit
  Agreement.

           (a)
  Amendment to Section 1.1 of the Credit Agreement. Section 1.1 of
  the Credit Agreement is amended as of the date hereof by inserting the following
  new definitions therein in the appropriate alphabetical order:

           “Merger Agreement” means the Agreement and Plan of Merger to be entered
  into by and among Borrower,  Acquisition Corporation, a XXXXXXXXXXXXXXXXXXXX
  corporation, XXXXXXXXXXXXXXXXXXXXXXXX, Inc., a XXXXXXXXXXXXXXXXXXXX corporation,
  and XXXXXXXXXXXXXXX, as Stockholders’ Agent, in form and substance reasonably
  satisfactory to the Agents.

           ‘Merger Agreement’ means the Agreement and Plan of Merger to be entered
  into by and among Borrower,  Acquisition Corporation, a XXXXXXXX corporation,
  XXXXXXXXXXXXXXXXXXXXXXXXXXXX Inc., a XXXXXXXX corporation, and XXXXXXXXXXXXXX,
  as Stockholders’ Agent, in form and substance reasonably satisfactory to
  the Agents.”

           (b)
  Amendment to Section 8.1(l) of the Credit Agreement. Section 8.1(l)
  of the Credit Agreement is amended and restated as of the date hereof by
  deleting such Section 8.1(l) in its entirety and substituting in lieu
  thereof, the following new Section 8.1(l):

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           “(l)
  (i) customary indemnification, adjustment of purchase price or similar obligations
  of the Loan Parties arising under any of the Verizon TRS Acquisition Agreement,
  Hands On Merger Agreement or the documents pertaining to a Permitted Acquisition
  or a Sale permitted hereunder, (ii) the Installment Merger Consideration (as
  defined in the XXX Merger Agreement) in an amount not to exceed $XXXXXXX,
  payable in accordance with Section 2.9 of the XXX Merger Agreement and
  (iii) the Installment Merger Consideration (as defined in the XXX Merger Agreement)
  in an amount not to exceed $XXXXXXXXX, payable in accordance with Section
  2.9 of the XXX Merger Agreement.”


     3. Remedies. This Amendment shall constitute a Loan Document. The breach by any Loan Party of any covenant or agreement in this Amendment shall constitute an immediate Event of Default hereunder and under the
other applicable Loan Documents.


     4. 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 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 Party or any of its Subsidiaries and (iii) do not require any Permit
  of, or filing with, any Governmental Authority or any consent of, or notice
  to, any Person.

           (b)
  From and after its delivery to the Administrative Agent, this Amendment has
  been duly executed and delivered to the other parties hereto by each Loan Party
  party hereto and this Amendment and the Amended Credit Agreement is the legal,
  valid and binding obligation of such Loan Party and is enforceable against such
  Loan Party in accordance with its terms, except as may be limited by applicable
  bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
  creditors' rights generally or by general equitable principles relating to enforceability.

           (c)
  No Default or Event of Default has occurred and is continuing after giving effect
  to this Amendment.

           (d)
  No action, claim or proceeding is now pending or, to the knowledge of any Loan
  Party, threatened against any Loan Party, at law, in equity or otherwise, before
  any court, board, commission, agency or instrumentality of any federal, state,
  or local government or of any agency or subdivision thereof, or before any arbitrator
  or panel of arbitrators, which (i) challenges any Loan Party’s right, power,
  or competence to enter into this Amendment or perform any of its obligations
  under this Amendment, the Amended Credit Agreement or any other Loan Document,
  or the validity or enforceability of this Amendment, the Amended Credit Agreement
  or any other Loan Document or any action taken under this Amendment, the Amended
  Credit Agreement or any other Loan Document or (ii) if determined adversely,
  is reasonably likely to have or result in a Material Adverse Effect.

           (e)
  After giving effect to this Amendment, the representations and warranties of
  Borrower and the other Loan Parties contained in the Amended Credit Agreement
  and each


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other Loan Document are true and correct in all material respects (provided, that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of the
First Amendment Effective Date with the same effect as if such representations and warranties had been made on and as of such date, except that any such representation or warranty which is expressly made only as of a specified date need be true only
as of such date.


     5. No Amendments/Waivers. The Credit Agreement and the other Loan Documents shall continue to be in full force and effect in accordance with their respective terms and, except as expressly provided herein, shall
be unmodified. In addition, except as expressly provided herein, this Amendment shall not be deemed an amendment, consent or waiver of any term or condition of any Loan Document or a forbearance by Agents or Lenders with respect to any right or
remedy which Agents or Lenders may now or in the future have under the Loan Documents, at law or in equity or otherwise or be deemed to prejudice any rights or remedies which Agents or Lenders may now have or may have in the future under or in
connection with any Loan Document or under or in connection with any Default or Event of Default which may now exist or which may occur after the date hereof.


     6. Expenses. Each of Borrower and each other Loan Party hereby reconfirms its respective obligations pursuant to Section 11.3 of the Credit Agreement and to pay and reimburse Agents, for all reasonable
costs and expenses (including, without limitation, reasonable fees of one legal counsel) incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and all other documents and instruments delivered in
connection herewith.


     7. Affirmation of Existing Loan Documents. After giving effect to this Amendment, each Loan Party (a) confirms and agrees that its obligations under each of the Loan Documents to which it is a party shall
continue without any diminution thereof and shall remain in full force and effect on and after the date hereof, and (b) confirms and agrees that the Liens granted pursuant to the Collateral documents to which it is a party shall continue without any
diminution thereof and shall remain in full force and effect on and after the date hereof.


     8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


     9. Counterparts. This Amendment may be executed by the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same
instrument.


[Signature pages follow]

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      IN WITNESS WHEREOF, the parties
  hereto have caused this Amendment to be duly executed and delivered as of the
  day and year first above written.

	 	GOAMERICA, INC., as Borrower
	   	 
	   	 By: /s/ Daniel
      R. Luis 
	 	 Name: Daniel R. Luis 
	 	 Title: CEO 




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	    	 AGENTS AND LENDERS:
      

	 	  
	 	      CHURCHILL FINANCIAL
      LLC, as 
	 	      Administrative
      Agent 
	 	  
	 	  
	 	  
	 	      By:
      /s/ Chris Cox
    
	 	      Name:
      Chris Cox 
	 	      Title:
      Managing Director 
	 	  
	 	  
	 	      CHURCHILL
      FINANCIAL FUNDING LLC, as 
	 	      Lender
    
	 	  
	 	      By:
      /s/ Chris Cox
    
	 	      Name:
      Chris Cox 
	 	      Title:
      Managing Director 
	 	  
	 	  
	 	      CHURCHILL
      FINANCIAL CAYMAN LTD., as 
	 	      Lender
    
	 	  
	 	      By:
      Churchill Financial LLC, as its Collateral 
	 	      Manager
    
	 	  
	 	      By:
      /s/ Chris Cox
    
	 	      Name:
      Chris Cox 
	 	      Title:
      Managing Director 




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	   	      ABLECO
      FINANCE LLC, as Collateral Agent 
	 	      and
      Lender 
	 	  
	 	  
	 	      By:
      /s/ Kevin Genda
    
	 	      Name:
      Kevin Genda 
	 	      Title:
      Vice Chairman 




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