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EXHIBIT 10.43
SECOND AMENDMENT TO THE
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
PALMETTO MOBILENET, L.P.
A SOUTH CAROLINA LIMITED PARTNERSHIP
This Second
Amendment to the Amended and Restated Agreement of Limited
Partnership of Palmetto MobileNet, L.P.
("Amendment") is entered into to be
effective as of the 8th day of October
2003, by and among PMN, Inc., a South
Carolina corporation ("General Partner"),
and those persons, firms,
cooperatives, or corporations who 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
Amended and Restated Agreement of Limited
Partnership, effective September 1,
1998, as amended (the "Partnership
Agreement") relative to the Purchase Price
(as defined in the Partnership Agreement)
of the Units (as defined in the
Partnership Agreement); and
WHEREAS,
pursuant to Section 9.8 of the Partnership Agreement, a change
in
the Purchase Price must be approved by a
Majority-In-Interest; and
WHEREAS,
pursuant to Section 11.2 of the Partnership Agreement, the
Partnership Agreement may be modified or
amended with the consent of a
Majority-In-Interest (except those
provisions requiring a vote greater than a
Majority-In-Interest); and
WHEREAS, a
Majority-In-Interest is defined in Article I of the Partnership
Agreement as Partners holding 66 2/3% or
mo
