CREDIT AGREEMENT dated as of November 16, 2004, amongCredit Agreement • November 17th, 2004 • USA Mobility, Inc • Radiotelephone communications • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of November 16, 2004, among METROCALL, INC., a Delaware corporation (“Metrocall”), and ARCH WIRELESS OPERATING COMPANY, INC., a Delaware corporation (“Arch” and, together with Metrocall, “Borrowers”), USA MOBILITY, INC., a Delaware corporation (“Holdings”), the other Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), as documentation agent (in such capacity, “Documentation Agent”) and as syndication agent (in such capacity, “Syndication Agent”), and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.
EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2004 • USA Mobility, Inc • Radiotelephone communications • Virginia
This Employment Agreement, dated as of November 16, 2004 (the “Agreement”) is made by and between USA Mobility, Inc., a Delaware corporation, (the “Company”) and Vincent D. Kelly (the “Executive”).
AMENDMENT NO. 2 Dated as of November 15, 2004 TO THE AGREEMENT AND PLAN OF MERGER Dated as of March 29, 2004, as amended by an amendment dated October 5, 2004, By and Among USA MOBILITY, INC. WIZARDS ACQUIRING SUB, INC. METROCALL HOLDINGS, INC.,...Agreement and Plan of Merger • November 17th, 2004 • USA Mobility, Inc • Radiotelephone communications
AMENDMENT NO. 2 (this “Amendment”), dated as of November 15, 2004, to the Agreement and Plan of Merger, dated as of March 29, 2004, as amended by an amendment dated October 5, 2004 (the “Agreement”), among USA Mobility, Inc. (formerly Wizards-Patriots Holdings, Inc.), a Delaware corporation (“Parent”), Wizards Acquiring Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Metrocall Acquiring Sub”), Metrocall Holdings, Inc., a Delaware corporation (“Metrocall”), Patriots Acquiring Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Arch Acquiring Sub”), and Arch Wireless, Inc., a Delaware corporation (“Arch”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 17th, 2004 • USA Mobility, Inc • Radiotelephone communications • Delaware
THIS INDEMNIFICATION AGREEMENT is to be effective as of , (this “Agreement”) by and between USA Mobility, Inc., a Delaware corporation, (the “Company”) and , of the Company (together with such person’s legal representatives or other successors, “Indemnitee”).
