EXHIBIT 10.2

EXECUTION VERSION


SECOND AMENDMENT TO

SECOND LIEN CREDIT AGREEMENT


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

           (a)
  Amendment to Section 1.1 of the Second Lien Credit Agreement. Section
  1.1 of the Second Lien 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 Administrative Agent.

           ‘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 Administrative Agent.”

           (b)
  Amendment to Section 8.1(l) of the Second Lien Credit Agreement. Section
  8.1(l) of the Second Lien 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 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 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 Second Lien 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 Second Lien Credit Agreement or any other
  Loan Document, or the validity or enforceability of this Amendment, the Amended
  Second Lien Credit Agreement or any other Loan Document or any action taken
  under this Amendment, the Amended Second Lien Credit Agreement or any other
  Loan Document or (ii) if determined adversely, is reasonably likely to have
  or result in a Material Adverse Effect.


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           (e)
  After giving effect to this Amendment, the representations and warranties of
  Borrower and the other Loan Parties contained in the Amended Second Lien Credit
  Agreement and each 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 date hereof 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 Second Lien 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 Administrative Agent or Lenders with
respect to any right or remedy which Administrative Agent 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 Administrative Agent 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 Second Lien Credit Agreement and to pay and reimburse Administrative
Agent, 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 




 [Signature Page to Amendment No. 2]










	   	 ADMINISTRATIVE AGENT AND LENDERS:
    
	 	  
	 	  
	 	     CLEARLAKE
      CAPITAL GROUP, L.P., 
	 	     as
      Administrative Agent 
	 	     By:
      CCG Operations, LLC 
	 	     Its:
      General Partner 
	 	  
	 	  
	 	     By:
      /s/ Behdad Eghbali
	 	     Name:
      Behdad Eghbali 
	 	     Title:
      Authorized Signatory 




 [Signature Page to Amendment No. 2]










	   	     RESERVOIR
      CAPITAL PARTNERS, 
	 	     L.P.,
    
	 	     as
      Lender 
	 	     By:
      RCP GP, LLC, its general partner 
	 	  
	 	  
	 	     By:
      /s/ Celia A. Felsher
	 	     Name:
      Celia A. Felsher 
	 	     Title:
      Chief Operating Officer and General 
	 	     Counsel
    
	 	  
	 	  
	 	  
	 	     RESERVOIR
      CAPITAL INVESTMENT 
	 	     PARTNERS,
      L.P., 
	 	     as
      Lender 
	 	     By:
      RCIP GP, LLC, its general partner 
	 	  
	 	  
	 	     By:
      /s/ Celia A. Felsher
	 	     Name:
      Celia A. Felsher 
	 	     Title:
      Chief Operating Officer and General 
	 	     Counsel
    
	 	  
	 	  
	 	  
	 	     RESERVOIR
      CAPITAL MASTER FUND 
	 	     II,
      L.P., 
	 	     as
      Lender 
	 	     By:
      Reservoir Capital Group, L.L.C., its 
	 	     general
      partner 
	 	  
	 	  
	 	     By:
      /s/ Celia A. Felsher
	 	     Name:
      Celia A. Felsher 
	 	     Title:
      Chief Operating Officer and General 
	 	     Counsel
    




 [Signature Page to Amendment No. 2]