EXHIBIT 3.3.1
AMENDMENT AND JOINDER TO CELLCO PARTNERSHIP
AMENDED AND
RESTATED PARTNERSHIP AGREEMENT
This Amendment and Joinder dated as of July 10, 2000 (the "Amendment"), by
and among the Xxxx Atlantic Group, the Vodafone Group, GTE Wireless of Ohio
Incorporated, GTE Wireless Incorporated, GTE Wireless of the South
Incorporated, and GTE Consumer Services, Incorporated (together with GTE
Wireless of Ohio Incorporated, GTE Wireless Incorporated, and GTE Wireless of
the South Incorporated, the "Admitted Partners").
WITNESSETH:
WHEREAS, the undersigned members of the Xxxx Atlantic Group and the
Vodafone Group constitute all of the parties to that certain Cellco Partnership
Amended and Restated Partnership Agreement dated as of April 3, 2000 by and
among the members of the Xxxx Atlantic Group and the members of the Vodafone
Group (the "Partnership Agreement") and desire to amend the Partnership
Agreement as set forth herein and admit the Admitted Partners as Partners in the
Company; and
WHEREAS, the Admitted Partners wish to be admitted as Partners in the
Company and accept and adopt the provisions of the Partnership Agreement; and
WHEREAS, the undersigned Admitted Partners desire to amend the Partnership
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto do hereby agree as follows (capitalized terms used
but not defined herein have the meanings ascribed to such terms in the
Partnership Agreement):
1. Admission of Admitted Partners; Joinder by Admitted Partners. The Admitted
Partners are hereby admitted to the Company as Partners of the Company effective
as of the date hereof. The Admitted Partners hereby irrevocably agree that, upon
the execution of this Amendment, the Admitted Partners shall have joined in the
execution and delivery of the Partnership Agreement and shall be bound by and a
party to the Partnership Agreement in accordance with its provisions.
Furthermore, the Admitted Partners agree to perform all of the duties and
obligations under the Partnership Agreement from and after the date hereof. From
and after the date of this Amendment, the Admitted Partners shall be considered
part of the Xxxx Atlantic Group for purposes of the Partnership Agreement.
2. Amendments to the Partnership Agreement. The Partnership Agreement shall be
amended as follows:
(a) Schedules A-1 and A-2 are hereby amended and restated as follows:
"Schedule A-1
XXXX ATLANTIC PARTNERS
----------------------
Xxxx Atlantic Cellular Holdings, L.P.
3. Miscellaneous.
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(a) The laws of the State of Delaware shall govern the validity,
interpretation, construction, performance, and enforcement of this
Agreement, excluding the choice of laws provisions of the State of
Delaware.
(b) Except as modified herein, all other terms and provisions of the
Partnership Agreement (including the Schedules thereto) are unchanged
and remain in full force and effect.
(c) This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute
one and the same instrument. This Agreement shall become effective
when each party to this Agreement shall have received a counterpart
hereof signed by the other party to this Agreement.
(d) This Amendment shall be binding upon any permitted assignee,
transferee, successor or assign to any of the parties hereto.
[THIS SPACE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their duly authorized representatives as of the date first
written above.
XXXX ATLANTIC CELLULAR HOLDINGS, L.P.
By: Xxxx Atlantic Mobile Systems
of Northern New Jersey, Inc.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: VP
NYNEX PCS INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: VP
PCSCO PARTNERSHIP
By:
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: VP
PCS NUCLEUS L.P.
By: ___________________________________
Name:
Title:
JV PARTNER CO, LLC
By: ___________________________________
Name:
Title:
AIRTOUCH PAGING
By: ___________________________________
Name:
Title:
GTE WIRELESS INCORPORATED
By: /s/ Xxxx X. X. Xxxx
-----------------------------------
Name: Xxxx P. Z. Kent
Title: Vice President-Taxes
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary
GTE CONSUMER SERVICES INCORPORATED
By: /s/ Xxxx X. X. Xxxx
-----------------------------------
Name: Xxxx P. Z. Kent
Title: Vice President-Taxes
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary
GTE WIRELESS OF OHIO INCORPORATED
By: /s/ Xxxx X. X. Xxxx
-----------------------------------
Name: Xxxx P. Z. Kent
Title: Vice President-Taxes
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary
GTE WIRELESS OF THE SOUTH INCORPORATED
By: /s/ Xxxx X. X. Xxxx
-----------------------------------
Name: Xxxx P. Z. Kent
Title: Vice President-Taxes
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary
