-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OFs6VNpOw0VKBFzO5Pcle68zpBBwLA5zHZqw2qxJwF1Sm2d1+fTmpmYO9Y2yCjL+ 7wqU2PrQbdfzukHUKtwb1g== 0000929638-08-000849.txt : 20081118 0000929638-08-000849.hdr.sgml : 20081118 20081118161939 ACCESSION NUMBER: 0000929638-08-000849 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081118 DATE AS OF CHANGE: 20081118 GROUP MEMBERS: ABRAMS CAPITAL PARTNERS II, L.P. GROUP MEMBERS: DAVID C. ABRAMS GROUP MEMBERS: PAMET CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: PAMET CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USA Mobility, Inc CENTRAL INDEX KEY: 0001289945 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 161694797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80173 FILM NUMBER: 081198554 BUSINESS ADDRESS: STREET 1: 6677 RICHMOND HIGHWAY CITY: ALEXANDRIA STATE: VA ZIP: 22306 BUSINESS PHONE: 703-718-6600 MAIL ADDRESS: STREET 1: 6677 RICHMOND HIGHWAY CITY: ALEXANDRIA STATE: VA ZIP: 22306 FORMER COMPANY: FORMER CONFORMED NAME: Wizards-Patriots Holdings, Inc. DATE OF NAME CHANGE: 20040512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABRAMS CAPITAL LLC CENTRAL INDEX KEY: 0001112443 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 222 BERKELEY ST. 22ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6176466100 MAIL ADDRESS: STREET 1: 222 BERKELEY ST. 22ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 abramssch13d_a.htm SCHEDULE 13D AMENDMENT - USA MOBILITY, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

USA Mobility, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

90341G103

(CUSIP Number)

David C. Abrams

c/o Abrams Capital, LLC

222 Berkeley Street, 22nd Floor

Boston MA 02116

(617) 646-6100

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 16, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 90341G103

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Abrams Capital Partners II, L.P. Abrams Capital, LLC Pamet Capital Management, L.P. Pamet Capital Management, LLC David Abrams
2.	Check the Appropriate Box if a Member of a Group
	(a) o (b) o
3.	SEC Use Only
4.	Source of Funds
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Abrams Capital Partners II, L.P. - Delaware Abrams Capital, LLC - Delaware Pamet Capital Management, L.P. - Delaware Pamet Capital Management, LLC - Delaware David Abrams - United States
Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power David Abrams – 9,880 (See Item 5)
	8.	Shared Voting Power Abrams Capital Partners II, L.P. – 0 shares Abrams Capital, LLC - 0 shares Pamet Capital Management, L.P. - 0 shares Pamet Capital Management, LLC - 0 shares David Abrams - 0 shares
	9.	Sole Dispositive Power David Abrams – 9,880 shares (See Item 5)
	10.	Shared Dispositive Power Abrams Capital Partners II, L.P. – 0 shares Abrams Capital, LLC - 0 shares Pamet Capital Management, L.P. - 0 shares Pamet Capital Management, LLC - 0 shares David Abrams - 0 shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person Abrams Capital Partners II, L.P. – 0 shares Abrams Capital, LLC - 0 shares Pamet Capital Management, L.P. - 0 shares Pamet Capital Management, LLC - 0 shares David Abrams - 9,880 shares (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13.	Percent of Class Represented by Amount in Row (11) Abrams Capital Partners II, L.P. – 0.0% Abrams Capital, LLC - 0.0% Pamet Capital Management, L.P. - 0.0% Pamet Capital Management, LLC - 0.0% David Abrams – Less than 0.1% (See Item 5)
14.	Type of Reporting Person (See Instructions) Abrams Capital Partners II, L.P. – OO (Limited Partnership) Abrams Capital, LLC – OO (Limited Liability Company) Pamet Capital Management, L.P. – OO (Limited Partnership) Pamet Capital Management, LLC – OO (Limited Liability Company) David Abrams – IN

Item 1.

Security and Issuer

Title of Class of Equity Securities: This statement relates to certain shares of common stock, par value $0.0001 per share (“Shares”), of USA Mobility, Inc. (the “Issuer”), a Delaware corporation with principal offices at 6677 Richmond Highway, Alexandria, Virginia 22306.

Item 2.

Identity and Background

(a) The names of the Reporting Persons filing this statement are Abrams Capital Partners II, L.P. (“ACP II”), Abrams Capital, LLC (“Abrams Capital”), Pamet Capital Management, L.P. (“Pamet L.P.”), Pamet Capital Management, LLC (“Pamet LLC”), and David C. Abrams. This statement on Schedule 13D is filed on behalf of all such Reporting Persons.

(b) The business address of each of the Reporting Persons is c/o Abrams Capital, LLC, 222 Berkeley Street, 22nd Floor, Boston MA 02116.

(c) ACP II is a Delaware limited partnership formed for the purpose of making investments. The principal business of Abrams LLC is serving as the general partner of ACP II and certain other private investment funds (“Funds”). The principal business of Pamet L.P. is providing investment management services to ACP II and certain other Funds. The principal business of Pamet LLC is serving as general partner of Pamet L.P. Mr. Abrams’s principal occupation is serving as managing member of investment management companies and related entities.

(d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or

mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) ACP II is a Delaware limited partnership. Abrams Capital is a Delaware limited liability company. Pamet L.P. is a Delaware limited partnership. Pamet LLC is a Delaware limited liability company. Mr. Abrams is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

Not applicable.

Item 4.

Purpose of Transaction

As further described in Item 5 below, pursuant to a Stock Repurchase Agreement, dated as of November 16, 2008, by and among ACP II and such other Funds as are named therein (the “Selling Funds”) and the Issuer (the “Agreement”), the Selling Funds have sold all of their Shares to the Issuer for $8.75 per Share. Although Mr. Abrams continues to own certain Shares directly (as reported below), following the sales made pursuant to the Agreement, none of the other Reporting Persons shall continue to be deemed to be the beneficial owners of any Shares.

None of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a) and (b)

As further described in Item 5(c) below, ACP II and certain other Funds have disposed of a total of 4,020,797 Shares. Of such Shares:

2,530,163 Shares, representing approximately 9.3% of the Shares outstanding (based on information provided by the Issuer), were sold by ACP II, of which Abrams Capital is the general partner and of which Pamet L.P. is the investment manager. Mr. Abrams is the managing member of Abrams Capital and of Pamet LLC, the general partner of Pamet L.P. and in such capacities had the power to vote and dispose of the Shares.

3,263,384 Shares, representing approximately 12.0% of the Shares outstanding (based on information provided by the Issuer), were held beneficially by Abrams Capital. Such Shares include the Shares sold by ACP II and an aggregate of 733,221 Shares sold by other Selling Funds for which Abrams Capital serves as general partner. Mr. Abrams is the managing member of Abrams LLC and in such capacity had the power to vote and dispose of the Shares.

3,511,557 Shares, representing approximately 12.9% of the Shares outstanding (based on information provided by the Issuer), were held beneficially by Pamet L.P. Such Shares include the Shares sold by ACP II and an aggregate of 981,394 Shares sold by other private investment funds for which Pamet L.P. serves as investment manager. Mr. Abrams is the managing member of Pamet LLC, the general partner of Pamet L.P., and in such capacity had the power to vote and dispose of the Shares.

3,511,557 Shares, representing approximately 12.9% of the Shares outstanding (based on information provided by the Issuer), were held beneficially by Pamet LLC. Such Shares represent the Shares that were held beneficially by Pamet L.P., of which Pamet LLC is the general partner. Mr. Abrams is the managing member of Pamet LLC and in such capacity had the power to vote and dispose of the Shares.

4,020,797 Shares, representing approximately 14.8% of the Shares outstanding (based on information provided by the Issuer), were held beneficially by Mr. Abrams. Such Shares included the Shares that were held beneficially by Abrams Capital and by Pamet LLC. Mr. Abrams is the managing member of Abrams Capital and of Pamet LLC and in such capacities had the power to vote and dispose of the Shares. Mr. Abrams remains the holder of record of 9,880 Shares (including restricted stock units, each of which represents a contingent right to receive one Share), and has the power to vote and dispose of the Shares. The Shares held by Mr. Abrams represent less than 0.1% of the Shares outstanding (based on information provided by the Issuer).

Following the dispositions set forth above, ACP II and each of the other Reporting Persons (except Mr. Abrams) each currently holds 0 Shares, representing 0.0% of the Shares outstanding (based on information provided by the Issuer).

Each of the Reporting Persons disclaims beneficial ownership of all of the above-described shares, except to the extent of its or his pecuniary interest therein, and the filing of this Schedule 13D shall not be deemed an admission of beneficial ownership of such shares for any purpose.

(c) All of the transactions in the Issuer’s securities in the last sixty days through accounts over which the Reporting Persons may exercise voting and/or investment discretion are set forth in Item 4 above. Each of the sales listed therein were made to the Issuer pursuant to the Agreement, with effectiveness as of November 16, 2008, at a price of $8.75 per Share.

(d) Not applicable.

(e) November 16, 2008.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Item 4 above.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1 – Joint Filing Agreement, dated as of August 15, 2006, by and among the Reporting Persons, is hereby incorporated by referenced to Exhibit 1 to the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on August 15, 2006.

Exhibit 7.2 - Stock Repurchase Agreement, dated as of November 16, 2008, by and among the Issuer, ACP II and such Funds as are named therein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 18, 2008

ABRAMS CAPITAL PARTNERS II, L.P.

By: Abrams Capital, LLC,

its General Partner

By: /s/ David Abrams

David Abrams, Managing Member

ABRAMS CAPITAL, LLC

By: /s/ David Abrams

David Abrams, Managing Member

PAMET CAPITAL MANAGEMENT, L.P.

By: Pamet Capital Management, LLC,

its General Partner

By: /s/ David Abrams

David Abrams, Managing Member

PAMET CAPITAL MANAGEMENT, LLC

By: /s/ David Abrams

David Abrams, Managing Member

DAVID ABRAMS

By: /s/ David Abrams

David Abrams, individually

EX-99 2 abramssch13d_aex99.htm STOCK REPURCHASE AGREEMENT

STOCK REPURCHASE AGREEMENT

Between

USA MOBILITY, INC.

And

THE SELLERS SET FORTH ON SCHEDULE I HERETO

November 16, 2008

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THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into effective as of November 16, 2008 between USA Mobility, Inc., a Delaware corporation (the “Company”), and the several sellers set forth on Schedule Ihereto (each a “Seller” and collectively, the “Sellers”).

WHEREAS, the Company and each Seller desire that Seller will sell to the Company and the Company will purchase from each Seller, upon the terms and conditions set forth in this Agreement, the aggregate amount of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), set forth next to each Seller’s name on Schedule I hereto (the “Shares”), for a per share purchase price of $8.75 per share.

NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Agreement to Sell and Purchase the Shares. At the Closing (as defined in Section 2), each Seller will sell to the Company, and the Company will purchase from each Seller, upon the terms and subject to the conditions hereinafter set forth, the Shares for the aggregate purchase price set forth opposite each Seller’s name under the heading “Aggregate Purchase Price” on Schedule I hereto.

2. Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on the date of this Agreement (the “Closing Date”) (or upon such other date as the Company and Seller shall agree), at the offices of Latham & Watkins LLP, 555 Eleventh Street, NW, Suite 1000, Washington, DC 20004, the Company’s counsel. At the Closing, each Seller shall deliver to the Company one or more stock certificates, registered in the Seller’s name and address representing the Shares or, to the extent any (a) of such certificates have been lost, an affidavit of lost certificate, in form satisfactory to the Company, or (b) of the Shares are held in book entry form through the Depository Trust Corporation electronic system, irrevocable written stock transfer instructions (“Irrevocable Instructions”) addressed to Computershare, P.O. Box 43069, Providence, Rhode Island 02940-3069, the Company’s transfer agent, for delivery to the Company causing such shares to be transferred to and retired by the Company, against receipt by each Seller of a wire transfer by the Company of immediately available funds to an account designated in writing by each Seller, in the full amount of the total purchase price payable by the Company to each Seller for the Shares that such Seller is hereby agreeing to sell set forth opposite the name of such Seller under the heading “Aggregate Purchase Price” on Schedule I hereto. Each Seller’s obligation to deliver the Shares and the Irrevocable Instructions (if applicable) to the Company shall be subject to the accuracy, in all material respects, of the representations and warranties made by the Company and the fulfillment, in all material respects, of those undertakings of the Company to be fulfilled prior to the Closing. The Company’s obligation to purchase the Shares from each Seller shall be subject to the following conditions, any one or more of which may be waived by the Company (provided that no such waiver shall be deemed given unless in writing and executed by the Company): (a) the receipt by the Company of one or more stock certificates (or the affidavit as described above) and/or the Irrevocable Instructions representing the Shares; and (b) the accuracy, in all material respects, of the representations and warranties made by each Seller and the fulfillment, in all material respects, of those undertakings of each Seller to be fulfilled prior to the Closing.

Representations, Warranties and Covenants of the Company.

3.1 Due Authorization. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, and has taken all necessary corporate action to enter and perform this Agreement. This Agreement has been duly authorized and validly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting

DC\1151689.2

parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.2 Non-Contravention. The execution and delivery of this Agreement and the purchase of the Shares under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (A) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (i) any bond, debenture, note or other evidence of indebtedness, or under any lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company is a party, (ii) the charter, by-laws or other organizational documents of the Company, as applicable, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or its property, or (B) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the properties or assets of the Company or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which any of them is bound or to which any of the property or assets of the Company is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement and the purchase of the Shares by the Company.

4. Representations, Warranties and Covenants of Seller. Each Seller severally for itself, and not jointly with the other Seller, represents and warrants to, and covenants with the Company, as follows:

4.1 Title. Seller is the record and beneficial owner of the Shares and has good and marketable title to the Shares subject to any obligations to register any offer to sell or sale of the Shares under the Securities Act of 1933, as amended, and upon consummation of the transaction contemplated by this Agreement, the Company will acquire title to the Shares, free and clear of any and all liens, claims or encumbrances.

4.2 Due Authorization. Seller has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, and has taken all necessary corporate, partnership and company action to enter and perform this Agreement. This Agreement has been duly authorized and validly executed and delivered by Seller and constitutes a legal, valid and binding agreement of Seller enforceable against Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.4 Non-Contravention. The execution and delivery of this Agreement, the sale of the Shares under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (A) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (i) any bond, debenture, note or other evidence of indebtedness, or under any lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which Seller is a party, (ii) the organizational documents of Seller, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to Seller or its property, or (B) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the properties or assets of Seller or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other agreement or instrument to which Seller is a party or by which any of them is bound or to which any of the property or assets of Seller is subject. No consent, approval, authorization or other order of, or

DC\1151689.2

registration, qualification or filing with, any regulatory body, administrative agency, self -regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement and the sale of the Shares by Seller.

4.5 Accredited Investor. Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and is able to bear the risk of its sale of the Shares. Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the sale of the Shares.

5. Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and each Seller herein shall survive the execution of this Agreement, the delivery to the Company of the Shares being purchased and the payment therefor.

6. Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed (A) if within domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if delivered from outside the United States, by International Federal Express or facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed, and (iv) if delivered by facsimile, upon electric confirmation of receipt and shall be delivered as addressed as follows:

(a)

if to the Company, to:

USA Mobility, Inc.

6677 Richmond Highway

Alexandria, VA

Attn: Vince D. Kelly

Phone: (703) 718-6650 Fax: (703) 768-9625

with a copy to:

Latham & Watkins LLP

555 Eleventh Street, N.W.

Suite 1000

Washington, DC 20004

Attn: William P. O’Neill

Phone: (202) 637-2200

Fax: (202) 637-2201

(b) if to any Seller, at his address set forth under each Seller’s name pursuant to the administrative details provided to the Company by each Seller, or at such other address or addresses as may have been furnished to the Company in writing

(c)

Copies delivered to counsel shall not constitute notice.

7. Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and each Seller.

DC\1151689.2

8. Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

9. Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to the principles of conflicts of law.

11. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to such subject matter are expressly cancelled.

12. Finders Fees. Except with respect to fees and commissions paid to Credit Suisse Securities (USA) LLC by the Company in connection with the transactions contemplated hereby, which shall be the sole responsibility of the Company, neither the Company nor any Seller nor any affiliate thereof has incurred any obligation which will result in the obligation of the other party to pay any finder’s fee, brokerage commissions, sales charges or other such commissions or fees in connection with this transaction.

13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

14. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and each Seller No party hereto may assign this Agreement without the prior written consent of all parties hereto.

15. Expenses. The Company and each Seller shall bear its own expenses in connection with the preparation and negotiation of the Agreement.

16. Dividends. The Company acknowledges that each Seller was the record holder as of the November 14, 2008 record date for the dividend payable on December 10, 2008 in the amount of $0.25 per share in the form of a return of capital and the Company agrees that each Seller remains entitled to, and shall be paid, such dividend when paid.

17. Financial Capacity. The Company hereby represents and warrants that it has sufficient unrestricted cash readily available to pay the Aggregate Purchase Price and fulfill its obligations hereunder.

[Signature pages follow.]

DC\1151689.2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

USA MOBILITY INC.

By: /s/ Vince D. Kelly

Name: Vince D. Kelly

Title: President and Chief Executive Officer

ABRAMS CAPITAL PARTNERS I, L.P.

By: Pamet Capital Management, L.P.

By: Pamet Capital Management, LLC

By: /s/ David Abrams

Name: David Abrams

Title: Managing Member

Address: 222 Berkeley Street

Boston, MA 02116

ABRAMS CAPITAL PARTNERS II, L.P.

By: Pamet Capital Management, L.P.

By: Pamet Capital Management, LLC

By: /s/ David Abrams

Name: David Abrams

Title: Managing Member

Address: 222 Berkeley Street

Boston, MA 02116

WHITECREST PARTNERS, L.P.

By: Pamet Capital Management, L.P.

By: Pamet Capital Management, LLC

By: /s/ David Abrams

Name: David Abrams

Title: Managing Member

Address: 222 Berkeley Street

Boston, MA 02116

Signature Page to Stock Repurchase Agreement

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ABRAMS CAPITAL INTERNATIONAL, LTD

By: Pamet Capital Management, L.P.

By: Pamet Capital Management, LLC

By: /s/ David Abrams

Name: David Abrams

Title: Managing Member

Address: 222 Berkeley Street

Boston, MA 02116

RIVA CAPITAL PARTNERS, LP

By: Abrams Capital Management, LLC

By: /s/ David Abrams

Name: David Abrams

Title:

Managing Member

Address: 222 Berkeley Street

Boston, MA 02116

Signature Page to Stock Repurchase Agreement

| DC\1151689.2

SCHEDULE I

SCHEDULE OF SELLERS

Seller	Number of Shares to be Repurchased	Aggregate Purchase Price
Abrams Capital Partners I, L.P.	239,871	$2,098,871.25
Abrams Capital Partners II, L.P.	2,530,163	$22,138,926
Whitecrest Partners, L.P.	493,350	$4,316,812.50
Abrams Capital International, Ltd	248,173	$2,171,513.75
Riva Capital Partners, LP	509,240	$4,455,850.00
Total	4,020,797	$35,181,973.75

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