AMENDED AND RESTATED CREDIT AGREEMENT by and among USA MOBILITY, INC. ARCH WIRELESS, INC., USA MOBILITY WIRELESS, INC. and AMCOM SOFTWARE, INC. as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO CAPITAL FINANCE, LLC...Credit Agreement • March 4th, 2011 • USA Mobility, Inc • Radiotelephone communications • Illinois
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of March 3, 2011, 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”), WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), USA MOBILITY, INC., a Delaware corporation (“Parent”), ARCH WIRELESS, INC., a Delaware corporation (“Arch”), USA MOBILITY WIRELESS, INC., a Delaware corporation (“Wireless”) and AMCOM SOFTWARE, INC., a Delaware corporation (“Amcom”; Parent, Arch, Wireless and Amcom are collectively, the “Borrowers” and individually, a “Borrower”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG USA MOBILITY, INC., ARCH WIRELESS, INC., USMO ACQUISITION CO., AMCOM SOFTWARE, INC., the SELLING STOCKHOLDERS specified herein AND NORWEST EQUITY PARTNERS IX, L.P. as STOCKHOLDERS’ REPRESENTATIVE Dated as of...Merger Agreement • March 4th, 2011 • USA Mobility, Inc • Radiotelephone communications • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 3, 2011 (this “Agreement”), by and among USA Mobility, Inc., a Delaware corporation (“Parent”), Arch Wireless, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Holding Company”), USMO Acquisition Co., a Delaware corporation and a wholly owned subsidiary of the Holding Company (“Merger Sub”), Amcom Software, Inc., a Delaware corporation (the “Company”), solely for purposes of Section 5.3 and Article 7 hereof, the Selling Stockholders (as defined herein), solely for purposes of Section 5.4, the Selling Executive Stockholders (as defined herein) and, solely for purposes of Sections 2.2, 2.4, 7.5, 7.7 and 7.8, Norwest Equity Partners IX, L.P. in its capacity as Stockholders’ Representative (as defined herein). Certain capitalized terms used herein have the meanings assigned to them in Section 8.2 or elsewhere in this Agreement as described in Section 8.3.
