Exhibit 3.3
First Amendment to
Agreement of Limited Partnership
This First Amendment (the "Amendment") to that certain Agreement of Limited
Partnership of Sprint Spectrum L.P. (formerly known as MajorCo Sub, L.P.), dated
as of March 28, 1995 (the "Agreement") between Sprint Spectrum Holding Company,
L.P. (formerly known as MajorCo, L.P.) and MinorCo, L.P. is effective as of
February 29, 2000. Capitalized terms used herein and not otherwise defined have
the meaning given them in the Agreement.
1. Modification to Section 1.3. Section 1.3 of the Partnership Agreement is
deleted in its entirety and replaced with the following language:
1.3 Purpose.
(a) Subject to, and upon the terms and conditions of this Agreement,
the purposes of the Partnership are to (i) engage in the Wireless Business,
either directly or through one or more Subsidiaries, and to perform
activities in furtherance of such Wireless Business as may be approved from
time to time by the General Partner; (ii) engage in any other business and
perform any other services as may be approved by the General Partner; and
(iii) engage in any other business and perform any other services as
contemplated or required by actions or business plans approved by the
General Partner.
(b) The Partnership shall have all powers now or hereafter conferred
by the laws of the State of Delaware on limited partnership formed under
the Act and, subject to the limitations of this Agreement, may do any and
all lawful acts or things that are necessary, appropriate, incidental or
convenient for the furtherance and accomplishment of the purposes of the
Partnership. Without limiting the generality of the foregoing, and subject
to the terms of this Agreement, the Partnership may enter into, deliver and
perform all contracts, agreements and other undertakings and engage in all
activities and transactions as may be necessary or appropriate to carry out
its purposes and conduct it business.
2. Modifications to Section 1.10. The definitions for "NonExclusive
Services" and "Wireless Exclusive Services" are deleted in their entirety, and
the following definition for "Wireless Business" is added:
"Wireless Business" means (i) the business of providing wireless
services including wireless personal communication services and (ii)
engaging in activities that support, facilitate or relate to the business
described in clause (i)."
3. Continuing Effect. Except as expressly modified by this Amendment,
the Agreement continues unchanged and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
SPRINT SPECTRUM
HOLDING COMPANY, L.P.
By: /s/ Xxx X. Xxxxxx
Name: Xxx X. Xxxxxx
Title: Vice President and Secretary
MINORCO, L.P.
By: SPRINT ENTERPRISES, L.P.,
Its General Partner
By: US TELECOM, INC.,
Its General Partner
By: /s/ Xxx X. Xxxxxx
Name: Xxx X. Xxxxxx
Title: Vice President and Secretary
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