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EXHIBIT 10.42
FIRST AMENDMENT TO THE
AGREEMENT OF LIMITED PARTNERSHIP
OF
PALMETTO MOBILENET, L.P.
A SOUTH CAROLINA LIMITED PARTNERSHIP
This First
Amendment to the Agreement of Limited Partnership of Palmetto
MobileNet, L.P. ("Amendment") is entered
into to be effective as of the 1st day
of January 1999, by and among PMN, Inc., a
South Carolina corporation ("General
Partner"), and those persons, firms,
cooperatives, or corporations who have
executed a signature page hereto and are
listed on Exhibit A ("Limited
Partners") and are partners in Palmetto
MobileNet, L.P. (the "Partnership") (the
General Partner and Limited Partners being
hereinafter sometimes together
referred to as the "Partners" and being
hereinafter sometimes individually
referred to as a "Partner").
WHEREAS, the
Partners believe that it is in the best interest of the
Partnership and of the Partners to amend
certain provisions of the Partnership's
Agreement of Limited Partnership, effective
September 1, 1998, as amended (the
"Partnership Agreement"); and
WHEREAS, the
Partnership Agreement pursuant to Section 11.2 thereof may be
modified or amended with the consent of 66
2/3% of the Partnership Interests;
and
WHEREAS, more
than 66 2/3% of the Partnership Interests have approved this
Amendment.
NOW, THEREFORE,
in consideration of the foregoing, the mutual promises
hereinafter set forth and other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto, intending to
be legally bound, hereby agree as
follows:
All capitalized
terms not otherwise defined hereinbelow shall have the same
meaning as set forth in the Partnership
Agreement unless otherwise expressly
provided herein or unless the context
otherwise requires.
1. Section 9.8 of the
Partnership Agreement is hereby deleted in its
entirety and the following shall be inserted in its place and
stead
effective as of the date first written above:
SECTION 9.8 Purchase Price. The following formula
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shall apply for determination of the
purchase price of the Units acquired by the
Partners pursuant to this Article IX (the
"Purchase Price"). The Purchase Price
shall be determined by dividing the Book
Value of the Partnership by the number
of outstanding Units and multiplying such
amount by the Offering Partner's or
the Change in Control Partner's Units and
applying any premium as described
below. For purposes of determining the
Purchase Price, the Book Value of the
Partnership shall be deemed to be
$100,000,000.
The Book Value of such Units shall be subject to the following
premiums according to the calendar year in
which such Units are to be acquired.
1995 - 10%
1996 - 20%
1997 - 30%
1998 - 40%
1999 (and thereafter) - 50%
Thus the Purchase Price shall be:
110% x Book Value (1995)
120% x Book Value (1996)
130% x Book Value (1997)
140% x Book Value (1998)
150% x Book Value (1999 and thereafter)
The Partners acknowledge and agree that (i) the amount set forth
as
the Book Value is intended to produce a
Purchase Price representing a realistic
fair market value for the Units and (ii)
the Partners will reconsider and, as
appropriate, adjust such amount at least
every two years to reflect changes in
the fair market value of the Units, as
determined
