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Second Amendment To Forbearance Agreement

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Exhibit 10.3

SECOND AMENDMENT TO FORBEARANCE AGREEMENT

AND FORTH AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO FORBEARANCE AGREEMENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this " Amendment" ) is made and entered into as of November 4, 2009, by and among the Lenders identified in the signature page 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" ), Purple Communications, Inc. (f/k/a GoAmerica, Inc.), a Delaware corporation (" Borrower" ), the other Loan Parties signatory hereto, Churchill Financial LLC, as L/C Issuer and 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, collectively, the " Agents" ).

W I T N E S S E T H

WHEREAS, Borrower, the other Loan Parties signatory hereto, Agents, the Lenders and the L/C Issuers party 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 prior to the date hereof, the " Credit Agreement" ); and

WHEREAS, Borrower, the other Loan Parties signatory hereto, Agents and the Lenders are parties to that certain Forbearance Agreement and Fourth Amendment to Credit Agreement, dated as of October 15, 2009, as amended by that certain First Amendment to Forbearance Agreement and Fourth Amendment to Credit Agreement, dated as of October 30, 2009 (as amended restated, supplemented or otherwise modified from time to time prior to the date hereof (the " Forbearance Agreement" ); and WHEREAS, the Borrower and the Loan Parties have requested. and Agents and Required Lenders have agreed, to amend the Forbearance 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 Required 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. Amendment to Forbearance Agreement . The Forbearance Agreement is hereby amended as of the Second Amendment Effective Date (as hereinafter defined) as follows:

(i) Section 3 of the Forbearance Agreement is hereby amended by deleting such Section 3 in its entirety and substituting in lieu thereof the following new Section 3 : " 3. Amendments to Credit Agreement . The Credit Agreement is hereby amended as follows:

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(a) Section 1.1 of the Credit Agreement is amended as of October 15, 2009 by amending the definition of " Eurodollar Base Rate" by deleting such definition in its entirety and substituting in lieu thereof the following new definition: "' Eurodollar Base Rate' means, with respect to any Interest Period for any Eurodollar Rate Loan, the rate determined by the Administrative Agent to be the offered rate for deposits in Dollars for an Interest Period of one month (notwithstanding which Interest Period is selected) appearing on the Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on the second full Business Day next preceding the first day of each Interest Period. In the event that such rate does not appear on the Reuters Screen LIBOR01 Page (or otherwise on the Reuters screen) at such time, the " Eurodollar Base Rate" shall be determined by reference to such other comparable publicly available service for displaying the offered rate for deposit in Dollars in the London interbank market as may be selected by the Administrative Agent and, in the absence of availability, such other method to determine such offered rate as may be selected by the Administrative Agent in its sole discretion."

(b) Section 1.1 of the Credit Agreement is amended as of the Second Amendment Effective Date by amending the definition of " Intercreditor Agreement" by deleting such definition in its entirety and substituting in lieu thereof the following new definition:

' Intercreditor Agreement' means the Intercreditor Agreement, dated as of the Closing Date, substantially in the form of Exhibit I , among the Administrative Agent, Collateral Agent and the Second Lien Administrative Agent and acknowledged by the Borrower and the other Loan Parties and as may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.' (c) Section 8.1(g) of the Credit Agreement is amended as of the Second Amendment Effective Date by deleting such Section 8.1(g) in its entirety and substituting in lieu thereof the following new Section 8.1(g) :

' (g) Indebtedness under the Second Lien Loan Documents in an aggregate outstanding principal amount not to exceed the Maximum Second Lien Principal Amount (as defined in the Intercreditor Agreement) at any time and any Permitted Refinancing thereof to the extent permitted under the Intercreditor Agreement.'"

(b) Section 5(a) of the Forbearance Agreement is hereby amended by deleting " November 4, 2009" where it appears in such Section 5(a) and substituting in lieu thereof " November 20, 2009" . 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 loan Documents after giving Effect to any grace or cure periods set forth therein.


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4. Representation and Warranties . To induce Agents and required Lenders to enter into this Amendment, each of the Borr
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