Exhibit 10.1
AMENDMENT NO. 1
This AMENDMENT NO. 1 (this "Amendment"), dated as of October 18, 2007, by
and among GoAmerica Relay Services Corp. (formerly Acquisition 1 Corp.)
("GoAmerica"), a wholly-owned subsidiary of GoAmerica, Inc. and a Delaware
corporation, and Stellar Nordia Services LLC ("Stellar"), a Nevada
corporation, to the Managed Services Agreement, dated as of August 1, 2007
(the "MSA"). Capitalized terms used herein but not defined herein shall
have the meanings set forth in the MSA.
A. Pursuant to Section 30.1 of the MSA, terms of such agreement may only
be changed or modified by a writing signed by both Parties.
B. GoAmerica and Stellar desire to amend certain provisions in the MSA to
(a) take into account that the Effective Date may occur on or prior to December
1, 2007, January 1, 2008, February 1, 2008 and March 1, 2008 and (b) make
certain other changes as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and other
valuable consideration, and intending to be legally bound hereby, the
parties hereto agree as follows:
AGREEMENT
1. Amendment to Exhibits. Exhibit B to the MSA is hereby deleted in its entirety
and replaced with Exhibit A to this Amendment.
2. Transition of Certain Traffic. After the Effective Date, GoAmerica and
Stellar shall cooperate to transition to a Stellar Call Center Location (or
Locations) in the Philippines any IP relay traffic attributable to or arising
out of the Acquisition and which is handled by an E-Performax Call Center in the
Philippines pursuant to a pre-existing or post-Effective Date contract with MCI,
GoAmerica or an affiliate of either company. Stellar shall use reasonable
efforts to complete the transition of any such "E-Performax" traffic to one or
more Philippine Call Centers within ten (10) months after the Effective Date.
3. Miscellaneous.
3.1. No Further Amendment. This Amendment shall be limited as written and
nothing herein shall be deemed to constitute a waiver or amendment of any other
term, provision or condition of the MSA in any other instance than as set forth
herein or prejudice any right or remedy that any party hereto may have or may in
the future have under the MSA. Except as set forth herein, the terms, provisions
and conditions of the MSA shall remain in full force and effect.
3.2. Successors. This Amendment is binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
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3.3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
3.4. Governing Law. This Amendment shall be governed by and construed in
accordance with the Laws of the State of New York applicable to agreements made
within such state, without regard to its conflict of law provisions.
3.5. Captions. The section numbers and captions appearing in this
Amendment and in the attached Exhibit are inserted only for the convenience of
the Parties and shall not be construed to define or limit any of the terms
herein or affect the meaning or interpretation of this Amendment.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the date
first written above.
Stellar Nordia Services LLC GoAmerica Relay Services Corp.
/s/ Xxxxxxx Xxxxxxxx /s/ Xxx Xxxx
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Authorized Signature Authorized Signature
Name: Xxxxxxx Xxxxxxxx Name: Xxx Xxxx
Title: CEO Title: CEO
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