-----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, PlnT/4eDOynUh3VYblDwoW4G3MgpKTUHc86acEx/+oS1hNYnaYKWVY4V6BAmJ7L2 6FGdtA4JNu9lMYMfsOyhhQ== 0000931763-99-001327.txt : 19990430 0000931763-99-001327.hdr.sgml : 19990430 ACCESSION NUMBER: 0000931763-99-001327 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19990429 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES CHOICE TV CORP CENTRAL INDEX KEY: 0000903275 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 061366643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42913 FILM NUMBER: 99603769 BUSINESS ADDRESS: STREET 1: 2 CORPORATE DRIVE STE 249 CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2039257900 MAIL ADDRESS: STREET 2: TWO CORPORATE DR SUITE 249 CITY: SHELTON STATE: CT ZIP: 06484 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY CITY: WESTWOOD STATE: KS ZIP: 66205 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 SC 13D/A 1 SCHEDULE 13-D AMENDMENT 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 ----------------------- People's Choice TV Corp. (Name of Issuer) ----------------------- Common Stock, $0.01 par value per share (Title of Class of Securities) ----------------------- 710847 10 4 (CUSIP Number) ---------------------- Don A. Jensen Vice President and Secretary Sprint Corporation P.O. Box 11315 Kansas City, Missouri 64112 (913) 624-3326 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Bruce N. Hawthorne, Esq. King & Spalding 191 Peachtree Street Atlanta, Georgia 30303-1763 Telephone: (404) 572-4600 April 23, 1999 (Date of Event which Requires Filing of this Amendment) ----------------------- 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 Rule 13d-1(e), (f) or (g), check the following box: [ ] *The remainder of this cover page shall be filled out for a reporting person's initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the 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 purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act, but shall be subject to all other provisions of the Exchange Act (however, see the Notes). ================================================================================ CUSIP No. 710847 10 4 ----------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Sprint Corporation 48-0457967 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Kansas - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 2,210,688 * ------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 5,908,751 ** ------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 2,210,688 * ------------------------------------------------------------- ------------------------------------------------------------- PERSON WITH 10. SHARED DISPOSITIVE POWER 5,908,751 ** - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,119,439 *** - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ X ] The foregoing amounts exclude any shares of Common Stock held by executive officers and directors of the Reporting Person, if any. The Reporting Person disclaims beneficial ownership of any shares held by such officers and directors. - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 49.997% The foregoing reflects the Owned Preferred, the Preferred Options and the Common Options (each defined in the Note following Line 14) and is calculated in accordance with Rule 13d-3, which requires that the Reporting Person assume that the total number of outstanding shares of Common Stock are equal to the number actually outstanding plus the number that would be issued upon conversion of the Owned Preferred and exercise and conversion of the Preferred Options held by the Reporting Person. See the Note following Line 14. - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Reflects the voting power of the 497,405 shares (the "Owned Preferred") of Convertible Cumulative Pay-in-Kind Preferred Stock, par value $0.01 per share (the "Preferred Stock"), held by the Reporting Person. The Preferred Stock possesses approximately 4.444 votes per share and is convertible at any time, at the option of the holder, into shares of Common Stock at a conversion price of $22.50 (or approximately 4.444 shares of Common Stock for each share of Preferred Stock), subject to certain adjustments. ** Reflects the irrevocable proxies (the "Proxies") granted to the Reporting Person with respect to 1,694,823, 881,600 and 2,227,000 shares of Common Stock, respectively, which entitle the Reporting Person to vote on all matters presented for a vote of stockholders (other than election of directors, as to which the grantors of such proxies retain voting power), as described in Item 4 below. Also reflects the Preferred Options, over which Sprint may be deemed to have beneficial ownership. *** Reflects the Owned Preferred and, in addition, shares covered by options held by the Reporting Person to purchase 123,699 shares and 125,000 shares of Preferred Stock, respectively (together, the "Preferred Options"). The shares of Preferred Stock underlying the Preferred Options are convertible at any time at the option of the holder into an aggregate of 1,105,328 shares of Common Stock, over which the Reporting Person may be deemed to possess beneficial ownership. The foregoing also reflects options to purchase an aggregate of 4,803,423 shares of Common Stock (together, the "Common Options") and proxies to vote such shares on certain matters. See Items 4 and 5. This Amendment No. 1 relates to the Schedule 13D filed by Sprint Corporation, a Kansas corporation ("Sprint" or the "Reporting Person") on April 13, 1999 (as so amended, the "Schedule 13D"). Capitalized terms used herein but not defined shall have the same meanings as in the original Schedule 13D. The Schedule 13D hereby is amended as follows: Item 3. Source and Amount of Funds or Other Consideration. The Section entitled "Common Stock" under Item 3 is hereby amended to read in its entirety as set forth below. Item 3 remains otherwise unchanged. Common Stock. - ------------ If Sprint acquires all of the Oristano Option Shares, Sprint will pay $13,558,584 for such shares, subject to adjustments described in Item 4. If Sprint acquires all of the Bay Option Shares, Sprint will pay $7,052,800 for such shares, subject to adjustments described in Item 4. If Sprint acquires all of the New Option Shares (as hereinafter defined), Sprint will pay an aggregate $22,270,000 for such shares, subject to the adjustments described in Item 4. If Sprint acquires all of the outstanding shares of Common Stock pursuant to the Merger, Sprint will pay $129,238,170 for such shares, subject to further adjustments as described in Item 4, based on the number of shares of Common Stock outstanding as of March 25, 1999 as reported in the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 1998. Sprint disclaims beneficial ownership of such shares. The Merger Agreement provides that shares of Common Stock that are owned by Sprint (and shares of Common Stock and Preferred Stock that are owned by the Company as treasury stock) will be canceled in the Merger. Item 4. Purpose of the Transaction. (a) The section entitled "Merger Agreement" under Item 4 is hereby amended and supplemented to add the following sentence at the end of the second paragraph of such section: As a result of Sprint's having entered into the New Option Agreements (as defined below), which provide for options to purchase an aggregate of 2,227,000 shares of Common Stock at an exercise price of $10.00 per share, the shares of Common Stock canceled in the Merger will be converted into the right to receive $10.00 in cash per share, without interest. (b) In addition, the section entitled "Common Option Agreements" under Item 4 hereby is amended to read in its entirety as follows: COMMON OPTION AGREEMENTS. Sprint has entered into: (i) a Stockholder ------------------------ and Option Agreement with Matthew Oristano, on his own behalf and as attorney-in - -fact for certain family members and related entities on Schedule I thereto (the "Oristano Holders"), dated April 12, 1999, covering 1,694,823 shares of common stock (the "Oristano Agreement"); (ii) a Stockholder and Option Agreement with Bay Harbour Management, LC ("Bay"), dated April 12, 1999, covering 881,600 shares of common stock (the "Bay Agreement"); (iii) a Stockholder and Option Agreement with Joe Moran ("Moran"), dated April 23, 1999, covering 268,000 shares of Common Stock; (iv) a Stockholder and Option Agreement with John Gorman ("Gorman"), dated April 28, 1999, covering 362,000 shares of Common Stock; (v) a Stockholder and Option Agreement with Loeb Partners Corporation ("Loeb"), dated April 23, 1999, covering 133,500 shares of Common Stock; (vi) a Stockholder and Option Agreement with Pequod Investments L.P. ("Pequod"), dated April 23, 1999, covering 75,000 shares of Common Stock; (vii) a Stockholder and Option Agreement with Pequod International Ltd. ("Pequod International"), dated April 23, 1999, covering 75,000 shares of Common Stock; (viii) a Stockholder and Option Agreement with John Glade ("Glade"), dated April 23, 1999, covering 100,000 shares of Common Stock; (ix) a Stockholder and Option Agreement with James B. Rubin Family Accounts ("Rubin Family Accounts"), dated April 23, 1999, covering 543,500 shares of Common Stock; and (x) a Stockholder and Option Agreement with various funds controlled by Tudor Investment Corporation ("Tudor"), dated April 26, 1999, covering 670,000 shares of Common Stock. Each of Moran, Gorman, Loeb, Pequod, Pequod International, Glade, Rubin Family Accounts and Tudor is referred to herein as a "New Holder." The agreements with each of Moran, Gorman, Loeb, Pequod, Pequod International, Glade, Rubin Family Accounts and Tudor are referred to herein as the "New Option Agreements" and, together with the Oristano Agreement and the Bay Agreement, as the "Option Agreements". The options granted pursuant to the Option Agreements are referred to as the "Common Options." Sprint entered into the Option Agreements with the purpose of facilitating its efforts to consummate the Merger. Pursuant to the Oristano Agreement and the Bay Agreement, the Oristano Holders and Bay granted to Sprint: (i) irrevocable options to purchase 1,694,823 and 881,600 shares of Common Stock, respectively (the "Oristano/Bay Option Shares"), at a purchase price equal to $8.00 in cash per share (the "Oristano/Bay Option Price"), and (ii) an irrevocable proxy to vote (or refrain from voting) the Oristano/Bay Option Shares with respect to any issue brought before the stockholders of the Company, other than with respect to the election of directors of the Company. Pursuant to the New Option Agreements, the New Holders granted to Sprint: (i) an irrevocable option to purchase an aggregate 2,227,000 shares of Common Stock (the "New Option Shares") at a purchase price equal to $10.00 in cash per share (the "New Option Price"), and (ii) an irrevocable proxy to vote (or refrain from voting) the New Option Shares with respect to any issue brought before the stockholders of the Company, other than with respect to the election of directors of the Company. If, prior to the purchase of Common Stock pursuant to the Oristano Agreement or the Bay Agreement (a "Purchase"), Sprint purchases any shares of the Common Stock for an amount per share in excess of the Oristano/Bay Option Price (the "Oristano/Bay Excess Amount"), then the amount per share to be paid by Sprint upon exercise of any of the options covered by the Oristano Agreement or the Bay Agreement, as applicable, shall equal the sum of the Oristano/Bay Option Price plus the Oristano/Bay Excess Amount. If, following the date of any Purchase, Sprint purchases any shares of Common Stock for an amount per share in excess of the sum of the Oristano/Bay Option Price plus, if applicable, the Oristano/Bay Excess Amount plus any other amount previously remitted pursuant to the Oristano Agreement or the Bay Agreement, as applicable (the "Subsequent Oristano/Bay Excess Amount"), then Sprint will remit to the Oristano Holders or Bay, as applicable, an amount equal to the Subsequent Oristano/Bay Excess Amount for each Oristano/Bay Option Share purchased at the closing of the Oristano Agreement or the Bay Agreement, as applicable. For example, if Sprint purchases any of the New Option Shares pursuant to any of the New Option Agreements, each of which provides for an exercise price of $10.00 per share, the Oristano/Bay Option Price automatically will increase to $10.00 per share pursuant to the Oristano Agreement and the Bay Agreement. If, prior to the purchase of Common Stock pursuant to the New Option Agreements, Sprint purchases any shares of the Common Stock for an amount per share in excess of the New Option Price or amends the Merger Agreement to increase the per share consideration to an amount per share in excess of the New Option Price (in either case, the "New Excess Amount"), then the amount per New Option Share to be paid by Sprint upon exercise of any of the options covered by the New Option Agreements shall equal the sum of the New Option Price plus the New Excess Amount. If, following the date of such purchase pursuant to the New Option Agreements, Sprint purchases any shares of Common Stock for an amount per share, or amends the Merger Agreement to increase the per share consideration in an amount per share, in excess of the sum of the New Option Price plus, if applicable, the New Excess Amount plus any other amount previously remitted pursuant to the applicable New Option Agreement (the "Subsequent New Excess Amount"), then Sprint will remit to the applicable New Holder an amount equal to the Subsequent New Excess Amount for each New Option Share purchased pursuant to the applicable New Option Agreement. Each of the Common Options expires 10 days after the transactions contemplated by such Option Agreement receives approval required by the HSR Act, if the Option has not been exercised by Sprint or its designee on or before such date (the "Expiration Date"). If the Common Options have not been exercised by Sprint on or before the Expiration Date, each of the Oristano Holders, Bay and each of the New Holders shall have the right at such time, and for a period of 30 days thereafter, to require Sprint or its designee to purchase the applicable Option Shares at the applicable Option Price, as adjusted (if necessary) in accordance with the Option Agreements. Sprint may in the future enter into additional option agreements or agreements by which Sprint receives a proxy to vote shares of Common Stock of the Company, but in no case prior to receipt of necessary approvals from the FCC shall Sprint acquire 50% or more of the voting power of the Company's capital stock. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended to read in its entirety as follows: The information set forth in Item 4 is hereby incorporated herein by reference. Sprint owns the Owned Preferred, the Preferred Options and the Common Options. Sprint has beneficial ownership of the shares of Common Stock underlying the Owned Preferred and the Common Options, and may be deemed to have beneficial ownership of the shares of Common Stock underlying the Preferred Options. The Owned Preferred and the Common Options are convertible into an aggregate of 7,014,111 shares of Common Stock. Such number of shares of Common Stock represents approximately 43.191% of the outstanding shares of Common Stock of the Company on an as-converted basis. If the shares of Common Stock underlying the Preferred Options are deemed beneficially owned by Sprint, then Sprint beneficially owns securities convertible and exercisable into an aggregate of 8,119,439 shares of Common Stock, or approximately 49.997% of the outstanding Common Stock on an as- converted basis. Such percentages are calculated in accordance with Rule 13d-3, pursuant to which total number of outstanding shares of Common Stock is assumed to be equal to the number actually outstanding plus the number that would be issued upon conversion of the Owned Preferred and the shares underlying the Preferred Options. (b) The number of shares of Common Stock beneficially owned: (i) with respect to which there is sole voting power is 2,210,688, (ii) with respect to which there is shared voting power is 5,908,751, (iii) with respect to which there is sole dispositive power is 2,210,688, and (iv) with respect to which there is shared dispositive power is 5,908,751. (c) Except as set forth in Item 4, Sprint has not effected any transactions in the Common Stock during the past 60 days. (d)--(e) Inapplicable. Item 7. Material to Be Filed as Exhibits. Item 7 hereby is amended to read in its entirety as follows: The following documents are filed herewith: Ex. No. - ------- *1. Securities Purchase and Option Agreement, dated as of April 2, 1999, between Sprint and Wireless Holding LLC *2. Agreement and Plan of Merger among Sprint, MM Acquisition Corp. and the Company, dated as of April 12, 1999 *3. Stockholder and Option Agreement between Sprint and Matthew Oristano, dated April 12, 1999 *4. Stockholder and Option Agreement between Sprint and Bay Harbour Management, LC, dated April 12, 1999 5. Stockholder and Option Agreement between Sprint and Joe Moran, dated April 23, 1999 6. Stockholder and Option Agreement between Sprint and John Gorman, dated April 28, 1999 7. Stockholder and Option Agreement between Sprint and Loeb Partners Corporation, dated April 23, 1999 8. Stockholder and Option Agreement between Sprint and Pequod Investments L.P., dated April 23, 1999 9. Stockholder and Option Agreement between Sprint and Pequod International Ltd., dated April 23, 1999 10. Stockholder and Option Agreement between Sprint and John Glade, dated April 23, 1999 11. Stockholder and Option Agreement between Sprint and James B. Rubin Family Accounts, dated April 23, 1999 12. Stockholder and Option Agreement between Sprint and various funds controlled by Tudor Investment Corp., dated April 26, 1999 _____________ * Previously filed. See original Schedule 13D filed by Sprint on April 13, 1999. 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. Dated: April 28, 1999 SPRINT CORPORATION By: /s/ Don A. Jensen -------------------------------------- Title: Vice President EX-5 2 STOCKHOLDER OPTION AGREEMENT DATED APRIL 23, 1999 EXHIBIT 5 STOCKHOLDER AND OPTION AGREEMENT -------------------------------- THIS STOCKHOLDER AND OPTION AGREEMENT (this "Agreement") dated as of April 23, 1999, is entered into between Sprint Corporation, a Kansas corporation ("Sprint"), and Joe Moran ("Stockholder"), with respect to the shares of common stock, par value $.01 per share (the "Company Common Stock"), of People's Choice TV Corp., a Delaware corporation (the "Company"), owned by Stockholder. W I T N E S S E T H: - - - - - - - - - - WHEREAS, as of the date hereof, the Stockholder beneficially owns and has the power to vote 268,000 shares of Company Common Stock (including any and all rights attached thereto to acquire shares of stock of the Company if the Company adopts a stockholders' rights plan, and any other rights associated therewith, the "Option Shares"); and WHEREAS, Sprint desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company. NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows: 15. Certain Covenants. ----------------- 15.1 Lock-Up. Stockholder hereby covenants and agrees during the term of ------- this Agreement that (a) except as consented to in writing by Sprint in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Option Shares, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. 15.2 Irrevocable Proxy. Stockholder has revoked or terminated any proxies, ----------------- voting agreements or similar arrangements previously given or entered into with respect to the Option Shares and hereby irrevocably appoints Sprint, during the term of this Agreement, as proxy for Stockholder to vote (or refrain from voting) in any manner as Sprint, in its sole discretion, may see fit, all of the Option Shares for Stockholder and in Stockholder's name, place and stead, at any annual, special or other meeting or action of the stockholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, with respect to any issue brought before the stockholders of the Company, other than with respect to the election of directors of the Company, for which the stockholders of the Company are entitled to vote. 15.3 Public Announcement. Stockholder shall consult with Sprint before ------------------- issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of Sprint, except as may be required by law. 15.4 Stop Transfer Instruction. Promptly following the date hereof, ------------------------- Stockholder and Sprint shall deliver joint written instructions to the Company and to the Company's transfer agent stating that the Option Shares may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of Sprint or except in accordance with the terms and conditions of this Agreement. 15.5 HSR Filing. Promptly following the date hereof, Sprint will make all ---------- filings with and give all notices to governmental or regulatory authorities required of Sprint pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), in connection with consummating the transactions contemplated by this Agreement. Sprint will use all commercially reasonable efforts to obtain early termination of all applicable waiting periods under the HSR Act. 16. Grant of Option. --------------- 2.1 Option. Upon the terms and subject to the conditions of this ------ Agreement, Stockholder hereby grants to Sprint or Sprint's designee an irrevocable option (the "Option") to purchase the Option Shares. Upon exercise of the Option and purchase of the Option Shares, Sprint shall not assume any liabilities or obligations (if any) of Stockholder related to or in connection with such Option Shares and arising prior to the Option Closing Date (as defined hereinafter). 2.2 Option Price. The purchase price payable by Sprint or its designee at ------------ the Option Closing (as hereinafter defined) for the Option Shares shall be an amount equal to $10.00 per Option Share (the "Option Price"); provided, however, -------- ------- if prior to the Option Closing, Sprint shall purchase any shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share in excess of the Option Price or amend the merger agreement with the Company to increase the per share consideration in an amount per share in excess of the Option Price or (in either case, the "Excess Amount"), then the amount per Option Share to be paid by Sprint shall equal the sum of the Option Price plus the Excess Amount. If following the Option Closing, Sprint shall purchase any shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share, or amend the merger agreement with the Company to increase the per share consideration in an amount per share, in excess of the sum of the Option Price plus, if applicable, the Excess Amount plus any other amount previously remitted pursuant to this Section 2.2 (the "Subsequent Excess Amount"), then Sprint shall forthwith remit to Stockholder an amount equal to the Subsequent Excess Amount for each Option Share purchased at the Option Closing. References in this Section 2.2 to the purchase of shares of Company Common Stock shall include such purchases pursuant to a merger agreement with the Company. 2.3 Exercise. -------- (a) Sprint or its designee shall be entitled to exercise the Option by giving written notice to Stockholder. Such notice shall specify a date (not earlier than one business day or later than three business days from the date such notice is delivered to Stockholder) and place for closing of the exercise of the Option (the "Option Closing"). Upon delivery of notice exercising the Option, the Option shall be deemed to have been exercised by Sprint or its designee irrespective of the actual date of the Option Closing (the actual date of the Option Closing is referred to hereinafter as the "Option Closing Date"). At the Option Closing, Sprint or its designee will deliver to Stockholder the Option Price (as adjusted pursuant to Section 2.2, if necessary) with respect to the Option Shares, by wire transfer of immediately available funds to an account designated in writing by Stockholder prior to the Option Closing Date. (b) Upon payment of the Option Price as provided in Section 2.3 hereof, the Stockholder shall deliver to Sprint or its designee at the Option Closing, (i) the certificates representing the Option Shares duly endorsed in blank for transfer, or accompanied by duly executed stock powers in blank, in each case with signatures guaranteed by a national bank or trust company or a member firm of the New York Stock Exchange, Inc. and (ii) all such other agreements, endorsements, assignments and other instruments as are necessary or desirable, in Sprint's sole and absolute discretion, to vest in Sprint or its designee good and marketable title to such Option Shares or to evidence of record the sale and assignment of such Option Shares to Sprint or its designee. 2.4 Option Expiration/Put Right. Except as provided below, the Option --------------------------- shall terminate and expire 10 days after the transactions contemplated by this Agreement receive approval required by the HSR Act, including early termination or lapse of the HSR Act waiting period ("HSR Approval"), if the Option has not been exercised by Sprint or its designee on or before such date (the "Expiration Date"). If the Option has not been exercised by Sprint on or before the Expiration Date, Stockholder shall have the right at such time, and for a period of 30 days thereafter, to deliver a written notice to Sprint (the "Stockholder Notice") requiring that Sprint or its designee purchase the Option Shares at the Option Price, as adjusted (if necessary), including payment of any Excess Amount or Subsequent Excess Amount that would be payable if Sprint exercised the Option, in accordance with Section 2.2 hereof (the "Put Right"). Upon the exercise by Stockholder of the Put Right, the parties hereto shall consummate the purchase and sale of the Option Shares in accordance with Section 2.3 hereof. 17. Representations and Warranties of Stockholder. Stockholder hereby --------------------------------------------- represents and warrants to Sprint, as of the date hereof and as of the Closing Date, as follows: 3.1 Ownership. Stockholder has good and marketable title to, and is the --------- sole legal and beneficial owner of the Option Shares, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever. At the Option Closing, Stockholder will transfer and convey to Sprint or its designee good and marketable title to the Option Shares, free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever created by or arising through Stockholder. 3.2 Authorization. Stockholder has all requisite power and authority to ------------- execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to all of the Option Shares owned by Stockholder with no restrictions on its voting rights or rights of disposition pertaining thereto. Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms. 3.3 Stockholder Has Adequate Information. Stockholder is a sophisticated ------------------------------------ seller with respect to the Option Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Option Shares and has independently and without reliance upon Sprint and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that Sprint has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the sale of the Option Shares by Stockholder to Sprint is irrevocable, and that Stockholder shall have no recourse to the Option Shares or Sprint, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement. 3.4 Sprint's Excluded Information. Stockholder acknowledges and confirms ----------------------------- that (a) Sprint may possess or hereafter come into possession of certain non- public information concerning the Option Shares and the Company which is not known to Stockholder and which may be material to Stockholder's decision to sell the Option Shares ("Sprint's Excluded Information"), (b) Stockholder has requested not to receive Sprint's Excluded Information and has determined to sell the Option Shares notwithstanding its lack of knowledge of Sprint's Excluded Information, and (c) Sprint shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases Sprint from, any claims which Stockholder or its successors and assigns may have against Sprint (whether pursuant to applicable Option Shares, laws or otherwise) with respect to the non-disclosure of Sprint's Excluded Information; provided, -------- however, nothing contained in this Section 3.4 shall limit Stockholder's right - ------- to rely upon the express representations and warranties made by Sprint in this Agreement, or Stockholder's remedies in respect of breaches of any such representations and warranties. 18. Survival of Representations and Warranties. The respective ------------------------------------------ representations and warranties of Stockholder and Sprint contained herein shall not be deemed waived or otherwise affected by any investigation made by the other party hereto, and each representation and warranty contained herein shall survive the closing of the transactions contemplated hereby until the expiration of the applicable statute of limitations, including extensions thereof. 19. Specific Performance. Stockholder acknowledges that Sprint will be -------------------- irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to Sprint upon the breach by Stockholder of such covenants and agreements, Sprint shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements. 20. Miscellaneous. ------------- 20.1 Binding Effect. This Agreement shall be binding upon and inure to the -------------- benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns. 20.2 Entire Agreement. This Agreement contains the entire understanding of ---------------- the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto. 20.3 Headings. The headings contained in this Agreement are for reference -------- purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement. 20.4 Assignment. This Agreement may not be transferred or assigned by ---------- Stockholder but may be assigned by Sprint to any of its affiliates or to any successor to its business and will be binding upon and inure to the benefit of any such affiliate or successor. 20.5 Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement. 20.6 Notices. All notices, requests, claims, demands and other ------- communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given if so given) by delivery, telegram or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any national courier service, provided that any notice delivered as herein provided shall also be delivered by telecopy at the time of such delivery. All communications hereunder shall be delivered to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof): (a) If to Sprint: Sprint Corporation 2330 Shawnee Mission Parkway Westwood, Kansas 66205 Attention: Corporate Secretary Telecopy: (913) 624-2256 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303-1763 Attention: Bruce N. Hawthorne, Esq. Telecopy: (404) 572-5146 (b) If to Stockholder: Joe Moran 2520 Tanglewood Trail Austin, Texas 78703 Attention: ________________ Telecopy: (___) ___________ with a copy to: ___________________________ ___________________________ ___________________________ Attention: ________________ Telecopy: (___) ___________ 20.7 Governing Law. This Agreement shall be governed by and construed ------------- and enforced in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. 20.8 Enforceability. The invalidity or unenforceability of any -------------- provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 20.9 Further Assurances. From time to time at or after the Option ------------------ Closing, at Sprint's request and without further consideration, Stockholder shall execute and deliver to Sprint such documents and take such action as Sprint may reasonably request in order to consummate more effectively the transactions contemplated hereby and to vest in Sprint good, valid and marketable title to the Option Shares, including, but not limited to, using its best efforts to cause the appropriate transfer agent or registrar to transfer of record the Option Shares. IN WITNESS WHEREOF, Sprint and Stockholder have caused this Agreement to be duly executed as of the day and year first above written. SPRINT CORPORATION By: /s/ Theodore Schell ___________________________ Name: __________________________ Title: _________________________ /s/ Joe Moran ________________________________ Joe Moran EX-6 3 STOCKHOLDER OPTION AGREEMENT DATED APRIL 28, 1999 EXHIBIT 6 STOCKHOLDER AND OPTION AGREEMENT -------------------------------- THIS STOCKHOLDER AND OPTION AGREEMENT (this "Agreement") dated as of April 28, 1999, is entered into between Sprint Corporation, a Kansas corporation ("Sprint"), and John Gorman ("Stockholder"), with respect to the shares of common stock, par value $.01 per share (the "Company Common Stock"), of People's Choice TV Corp., a Delaware corporation (the "Company"), owned by Stockholder. W I T N E S S E T H: - - - - - - - - - - WHEREAS, as of the date hereof, the Stockholder beneficially owns and has the power to vote 362,000 shares of Company Common Stock (including any and all rights attached thereto to acquire shares of stock of the Company if the Company adopts a stockholders' rights plan, and any other rights associated therewith, the "Option Shares"); and WHEREAS, Sprint desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company. NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows: 21. Certain Covenants. ----------------- 21.1 Lock-Up. Stockholder hereby covenants and agrees during the term ------- of this Agreement that (a) except as consented to in writing by Sprint in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Option Shares, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. 21.2 Irrevocable Proxy. Stockholder has revoked or terminated any ----------------- proxies, voting agreements or similar arrangements previously given or entered into with respect to the Option Shares and hereby irrevocably appoints Sprint, during the term of this Agreement, as proxy for Stockholder to vote (or refrain from voting) in any manner as Sprint, in its sole discretion, may see fit, all of the Option Shares for Stockholder and in Stockholder's name, place and stead, at any annual, special or other meeting or action of the stockholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, with respect to any issue brought before the stockholders of the Company, other than with respect to the election of directors of the Company, for which the stockholders of the Company are entitled to vote. 21.3 Public Announcement. Stockholder shall consult with Sprint ------------------- before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of Sprint, except as may be required by law. 21.4 Stop Transfer Instruction. Promptly following the date hereof, ------------------------- Stockholder and Sprint shall deliver joint written instructions to the Company and to the Company's transfer agent stating that the Option Shares may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of Sprint or except in accordance with the terms and conditions of this Agreement. 21.5 HSR Filing. Promptly following the date hereof, Sprint will make ---------- all filings with and give all notices to governmental or regulatory authorities required of Sprint pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), in connection with consummating the transactions contemplated by this Agreement. Sprint will use all commercially reasonable efforts to obtain early termination of all applicable waiting periods under the HSR Act. 22. Grant of Option. --------------- 2.1 Option. Upon the terms and subject to the conditions of this ------ Agreement, Stockholder hereby grants to Sprint or Sprint's designee an irrevocable option (the "Option") to purchase the Option Shares. Upon exercise of the Option and purchase of the Option Shares, Sprint shall not assume any liabilities or obligations (if any) of Stockholder related to or in connection with such Option Shares and arising prior to the Option Closing Date (as defined hereinafter). 2.2 Option Price. The purchase price payable by Sprint or its ------------ designee at the Option Closing (as hereinafter defined) for the Option Shares shall be an amount equal to $10.00 per Option Share (the "Option Price"); provided, however, if prior to the Option Closing, Sprint shall purchase any - -------- ------- shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share in excess of the Option Price or amend the merger agreement with the Company to increase the per share consideration in an amount per share in excess of the Option Price or (in either case, the "Excess Amount"), then the amount per Option Share to be paid by Sprint shall equal the sum of the Option Price plus the Excess Amount. If following the Option Closing, Sprint shall purchase any shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share, or amend the merger agreement with the Company to increase the per share consideration in an amount per share, in excess of the sum of the Option Price plus, if applicable, the Excess Amount plus any other amount previously remitted pursuant to this Section 2.2 (the "Subsequent Excess Amount"), then Sprint shall forthwith remit to Stockholder an amount equal to the Subsequent Excess Amount for each Option Share purchased at the Option Closing. References in this Section 2.2 to the purchase of shares of Company Common Stock shall include such purchases pursuant to a merger agreement with the Company. 2.3 Exercise. -------- (a) Sprint or its designee shall be entitled to exercise the Option by giving written notice to Stockholder. Such notice shall specify a date (not earlier than one business day or later than three business days from the date such notice is delivered to Stockholder) and place for closing of the exercise of the Option (the "Option Closing"). Upon delivery of notice exercising the Option, the Option shall be deemed to have been exercised by Sprint or its designee irrespective of the actual date of the Option Closing (the actual date of the Option Closing is referred to hereinafter as the "Option Closing Date"). At the Option Closing, Sprint or its designee will deliver to Stockholder the Option Price (as adjusted pursuant to Section 2.2, if necessary) with respect to the Option Shares, by wire transfer of immediately available funds to an account designated in writing by Stockholder prior to the Option Closing Date. (b) Upon payment of the Option Price as provided in Section 2.3 hereof, the Stockholder shall deliver to Sprint or its designee at the Option Closing, (i) the certificates representing the Option Shares duly endorsed in blank for transfer, or accompanied by duly executed stock powers in blank, in each case with signatures guaranteed by a national bank or trust company or a member firm of the New York Stock Exchange, Inc. and (ii) all such other agreements, endorsements, assignments and other instruments as are necessary or desirable, in Sprint's sole and absolute discretion, to vest in Sprint or its designee good and marketable title to such Option Shares or to evidence of record the sale and assignment of such Option Shares to Sprint or its designee. 2.4 Option Expiration/Put Right. Except as provided below, the --------------------------- Option shall terminate and expire 10 days after the transactions contemplated by this Agreement receive approval required by the HSR Act, including early termination or lapse of the HSR Act waiting period ("HSR Approval"), if the Option has not been exercised by Sprint or its designee on or before such date (the "Expiration Date"). If the Option has not been exercised by Sprint on or before the Expiration Date, Stockholder shall have the right at such time, and for a period of 30 days thereafter, to deliver a written notice to Sprint (the "Stockholder Notice") requiring that Sprint or its designee purchase the Option Shares at the Option Price, as adjusted (if necessary), including payment of any Excess Amount or Subsequent Excess Amount that would be payable if Sprint exercised the Option, in accordance with Section 2.2 hereof (the "Put Right"). Upon the exercise by Stockholder of the Put Right, the parties hereto shall consummate the purchase and sale of the Option Shares in accordance with Section 2.3 hereof. 23. Representations and Warranties of Stockholder. Stockholder hereby --------------------------------------------- represents and warrants to Sprint, as of the date hereof and as of the Closing Date, as follows: 3.1 Ownership. Stockholder has good and marketable title to, and is --------- the sole legal and beneficial owner of the Option Shares, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever. At the Option Closing, Stockholder will transfer and convey to Sprint or its designee good and marketable title to the Option Shares, free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever created by or arising through Stockholder. 3.2 Authorization. Stockholder has all requisite power and authority ------------- to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to all of the Option Shares owned by Stockholder with no restrictions on its voting rights or rights of disposition pertaining thereto. Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms. 3.3 Stockholder Has Adequate Information. Stockholder is a ------------------------------------ sophisticated seller with respect to the Option Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Option Shares and has independently and without reliance upon Sprint and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that Sprint has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the sale of the Option Shares by Stockholder to Sprint is irrevocable, and that Stockholder shall have no recourse to the Option Shares or Sprint, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement. 3.4 Sprint's Excluded Information. Stockholder acknowledges and ----------------------------- confirms that (a) Sprint may possess or hereafter come into possession of certain non-public information concerning the Option Shares and the Company which is not known to Stockholder and which may be material to Stockholder's decision to sell the Option Shares ("Sprint's Excluded Information"), (b) Stockholder has requested not to receive Sprint's Excluded Information and has determined to sell the Option Shares notwithstanding its lack of knowledge of Sprint's Excluded Information, and (c) Sprint shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases Sprint from, any claims which Stockholder or its successors and assigns may have against Sprint (whether pursuant to applicable Option Shares, laws or otherwise) with respect to the non-disclosure of Sprint's Excluded Information; provided, however, nothing contained in this Section 3.4 shall limit - -------- ------- Stockholder's right to rely upon the express representations and warranties made by Sprint in this Agreement, or Stockholder's remedies in respect of breaches of any such representations and warranties. 24. Survival of Representations and Warranties. The respective ------------------------------------------ representations and warranties of Stockholder and Sprint contained herein shall not be deemed waived or otherwise affected by any investigation made by the other party hereto, and each representation and warranty contained herein shall survive the closing of the transactions contemplated hereby until the expiration of the applicable statute of limitations, including extensions thereof. 25. Specific Performance. Stockholder acknowledges that Sprint will be -------------------- irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to Sprint upon the breach by Stockholder of such covenants and agreements, Sprint shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements. 26. Miscellaneous. ------------- 26.1 Binding Effect. This Agreement shall be binding upon and inure -------------- to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns. 26.2 Entire Agreement. This Agreement contains the entire ---------------- understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto. 26.3 Headings. The headings contained in this Agreement are for -------- reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement. 26.4 Assignment. This Agreement may not be transferred or assigned by ---------- Stockholder but may be assigned by Sprint to any of its affiliates or to any successor to its business and will be binding upon and inure to the benefit of any such affiliate or successor. 26.5 Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement. 26.6 Notices. All notices, requests, claims, demands and other ------- communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given if so given) by delivery, telegram or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any national courier service, provided that any notice delivered as herein provided shall also be delivered by telecopy at the time of such delivery. All communications hereunder shall be delivered to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof): (a) If to Sprint: Sprint Corporation 2330 Shawnee Mission Parkway Westwood, Kansas 66205 Attention: Corporate Secretary Telecopy: (913) 624-2256 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303-1763 Attention: Bruce N. Hawthorne, Esq. Telecopy: (404) 572-5146 (b) If to Stockholder: John Gorman 1255 S. Capital of Texas Highway #500 Austin, Texas 78746 Attention: ________________ Telecopy: (___) ___________ with a copy to: ___________________________ ___________________________ ___________________________ Attention: ________________ Telecopy: (___) ___________ 26.7 Governing Law. This Agreement shall be governed by and construed ------------- and enforced in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. 26.8 Enforceability. The invalidity or unenforceability of any -------------- provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 26.9 Further Assurances. From time to time at or after the Option ------------------ Closing, at Sprint's request and without further consideration, Stockholder shall execute and deliver to Sprint such documents and take such action as Sprint may reasonably request in order to consummate more effectively the transactions contemplated hereby and to vest in Sprint good, valid and marketable title to the Option Shares, including, but not limited to, using its best efforts to cause the appropriate transfer agent or registrar to transfer of record the Option Shares. IN WITNESS WHEREOF, Sprint and Stockholder have caused this Agreement to be duly executed as of the day and year first above written. SPRINT CORPORATION By: /s/ Theodore Schell ____________________________ Name: -------------------------- Title: ------------------------- /s/ John Gorman ________________________________ John Gorman EX-7 4 STOCKHOLDER OPTION AGREEMENT DATED APRIL 23, 1999 EXHIBIT 7 STOCKHOLDER AND OPTION AGREEMENT -------------------------------- THIS STOCKHOLDER AND OPTION AGREEMENT (this "Agreement") dated as of April 23, 1999, is entered into between Sprint Corporation, a Kansas corporation ("Sprint"), and Loeb Partners Corporation, a _______________________ corporation ("Stockholder"), with respect to the shares of common stock, par value $.01 per share (the "Company Common Stock"), of People's Choice TV Corp., a Delaware corporation (the "Company"), owned by Stockholder. W I T N E S S E T H: - - - - - - - - - - WHEREAS, as of the date hereof, the Stockholder beneficially owns and has the power to vote 133,500 shares of Company Common Stock (including any and all rights attached thereto to acquire shares of stock of the Company if the Company adopts a stockholders' rights plan, and any other rights associated therewith, the "Option Shares"); and WHEREAS, Sprint desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company. NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows: 27. Certain Covenants. ----------------- 27.1 Lock-Up. Stockholder hereby covenants and agrees during the term ------- of this Agreement that (a) except as consented to in writing by Sprint in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Option Shares, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. 27.2 Irrevocable Proxy. Stockholder has revoked or terminated any ----------------- proxies, voting agreements or similar arrangements previously given or entered into with respect to the Option Shares and hereby irrevocably appoints Sprint, during the term of this Agreement, as proxy for Stockholder to vote (or refrain from voting) in any manner as Sprint, in its sole discretion, may see fit, all of the Option Shares for Stockholder and in Stockholder's name, place and stead, at any annual, special or other meeting or action of the stockholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, with respect to any issue brought before the stockholders of the Company, other than with respect to the election of directors of the Company, for which the stockholders of the Company are entitled to vote. 27.3 Public Announcement. Stockholder shall consult with Sprint ------------------- before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of Sprint, except as may be required by law. 27.4 Stop Transfer Instruction. Promptly following the date hereof, ------------------------- Stockholder and Sprint shall deliver joint written instructions to the Company and to the Company's transfer agent stating that the Option Shares may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of Sprint or except in accordance with the terms and conditions of this Agreement. 27.5 HSR Filing. Promptly following the date hereof, Sprint will make ---------- all filings with and give all notices to governmental or regulatory authorities required of Sprint pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), in connection with consummating the transactions contemplated by this Agreement. Sprint will use all commercially reasonable efforts to obtain early termination of all applicable waiting periods under the HSR Act. 28. Grant of Option. --------------- 2.1 Option. Upon the terms and subject to the conditions of this ------ Agreement, Stockholder hereby grants to Sprint or Sprint's designee an irrevocable option (the "Option") to purchase the Option Shares. Upon exercise of the Option and purchase of the Option Shares, Sprint shall not assume any liabilities or obligations (if any) of Stockholder related to or in connection with such Option Shares and arising prior to the Option Closing Date (as defined hereinafter). 2.2 Option Price. The purchase price payable by Sprint or its ------------ designee at the Option Closing (as hereinafter defined) for the Option Shares shall be an amount equal to $10.00 per Option Share (the "Option Price"); provided, however, if prior to the Option Closing, Sprint shall purchase any - -------- ------- shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share in excess of the Option Price or amend the merger agreement with the Company to increase the per share consideration in an amount per share in excess of the Option Price or (in either case, the "Excess Amount"), then the amount per Option Share to be paid by Sprint shall equal the sum of the Option Price plus the Excess Amount. If following the Option Closing, Sprint shall purchase any shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share, or amend the merger agreement with the Company to increase the per share consideration in an amount per share, in excess of the sum of the Option Price plus, if applicable, the Excess Amount plus any other amount previously remitted pursuant to this Section 2.2 (the "Subsequent Excess Amount"), then Sprint shall forthwith remit to Stockholder an amount equal to the Subsequent Excess Amount for each Option Share purchased at the Option Closing. References in this Section 2.2 to the purchase of shares of Company Common Stock shall include such purchases pursuant to a merger agreement with the Company. 2.3 Exercise. -------- (a) Sprint or its designee shall be entitled to exercise the Option by giving written notice to Stockholder. Such notice shall specify a date (not earlier than one business day or later than three business days from the date such notice is delivered to Stockholder) and place for closing of the exercise of the Option (the "Option Closing"). Upon delivery of notice exercising the Option, the Option shall be deemed to have been exercised by Sprint or its designee irrespective of the actual date of the Option Closing (the actual date of the Option Closing is referred to hereinafter as the "Option Closing Date"). At the Option Closing, Sprint or its designee will deliver to Stockholder the Option Price (as adjusted pursuant to Section 2.2, if necessary) with respect to the Option Shares, by wire transfer of immediately available funds to an account designated in writing by Stockholder prior to the Option Closing Date. (b) Upon payment of the Option Price as provided in Section 2.3 hereof, the Stockholder shall deliver to Sprint or its designee at the Option Closing, (i) the certificates representing the Option Shares duly endorsed in blank for transfer, or accompanied by duly executed stock powers in blank, in each case with signatures guaranteed by a national bank or trust company or a member firm of the New York Stock Exchange, Inc. and (ii) all such other agreements, endorsements, assignments and other instruments as are necessary or desirable, in Sprint's sole and absolute discretion, to vest in Sprint or its designee good and marketable title to such Option Shares or to evidence of record the sale and assignment of such Option Shares to Sprint or its designee. 2.4 Option Expiration/Put Right. Except as provided below, the --------------------------- Option shall terminate and expire 10 days after the transactions contemplated by this Agreement receive approval required by the HSR Act, including early termination or lapse of the HSR Act waiting period ("HSR Approval"), if the Option has not been exercised by Sprint or its designee on or before such date (the "Expiration Date"). If the Option has not been exercised by Sprint on or before the Expiration Date, Stockholder shall have the right at such time, and for a period of 30 days thereafter, to deliver a written notice to Sprint (the "Stockholder Notice") requiring that Sprint or its designee purchase the Option Shares at the Option Price, as adjusted (if necessary), including payment of any Excess Amount or Subsequent Excess Amount that would be payable if Sprint exercised the Option, in accordance with Section 2.2 hereof (the "Put Right"). Upon the exercise by Stockholder of the Put Right, the parties hereto shall consummate the purchase and sale of the Option Shares in accordance with Section 2.3 hereof. 29. Representations and Warranties of Stockholder. Stockholder hereby --------------------------------------------- represents and warrants to Sprint, as of the date hereof and as of the Closing Date, as follows: 3.1 Ownership. Stockholder has good and marketable title to, and is --------- the sole legal and beneficial owner of the Option Shares, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever. At the Option Closing, Stockholder will transfer and convey to Sprint or its designee good and marketable title to the Option Shares, free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever created by or arising through Stockholder. 3.2 Authorization. Stockholder has all requisite power and authority ------------- to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to all of the Option Shares owned by Stockholder with no restrictions on its voting rights or rights of disposition pertaining thereto. Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms. 3.3 Stockholder Has Adequate Information. Stockholder is a ------------------------------------ sophisticated seller with respect to the Option Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Option Shares and has independently and without reliance upon Sprint and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that Sprint has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the sale of the Option Shares by Stockholder to Sprint is irrevocable, and that Stockholder shall have no recourse to the Option Shares or Sprint, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement. 3.4 Sprint's Excluded Information. Stockholder acknowledges and ----------------------------- confirms that (a) Sprint may possess or hereafter come into possession of certain non-public information concerning the Option Shares and the Company which is not known to Stockholder and which may be material to Stockholder's decision to sell the Option Shares ("Sprint's Excluded Information"), (b) Stockholder has requested not to receive Sprint's Excluded Information and has determined to sell the Option Shares notwithstanding its lack of knowledge of Sprint's Excluded Information, and (c) Sprint shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases Sprint from, any claims which Stockholder or its successors and assigns may have against Sprint (whether pursuant to applicable Option Shares, laws or otherwise) with respect to the non-disclosure of Sprint's Excluded Information; provided, however, nothing contained in this Section 3.4 shall limit - -------- ------- Stockholder's right to rely upon the express representations and warranties made by Sprint in this Agreement, or Stockholder's remedies in respect of breaches of any such representations and warranties. 30. Survival of Representations and Warranties. The respective ------------------------------------------ representations and warranties of Stockholder and Sprint contained herein shall not be deemed waived or otherwise affected by any investigation made by the other party hereto, and each representation and warranty contained herein shall survive the closing of the transactions contemplated hereby until the expiration of the applicable statute of limitations, including extensions thereof. 31. Specific Performance. Stockholder acknowledges that Sprint will be -------------------- irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to Sprint upon the breach by Stockholder of such covenants and agreements, Sprint shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements. 32. Miscellaneous. ------------- 32.1 Binding Effect. This Agreement shall be binding upon and inure -------------- to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns. 32.2 Entire Agreement. This Agreement contains the entire ---------------- understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto. 32.3 Headings. The headings contained in this Agreement are for -------- reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement. 32.4 Assignment. This Agreement may not be transferred or assigned by ---------- Stockholder but may be assigned by Sprint to any of its affiliates or to any successor to its business and will be binding upon and inure to the benefit of any such affiliate or successor. 32.5 Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement. 32.6 Notices. All notices, requests, claims, demands and other ------- communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given if so given) by delivery, telegram or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any national courier service, provided that any notice delivered as herein provided shall also be delivered by telecopy at the time of such delivery. All communications hereunder shall be delivered to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof): (a) If to Sprint: Sprint Corporation 2330 Shawnee Mission Parkway Westwood, Kansas 66205 Attention: Corporate Secretary Telecopy: (913) 624-2256 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303-1763 Attention: Bruce N. Hawthorne, Esq. Telecopy: (404) 572-5146 (b) If to Stockholder: Loeb Partners Corporation 61 Broadway New York, NY 10006 Attention: Gideon King/R. Grubin Telecopy: (___) ______________ with a copy to: ______________________________ ______________________________ ______________________________ Attention: ___________________ Telecopy: (___) ______________ 32.7 Governing Law. This Agreement shall be governed by and construed ------------- and enforced in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. 32.8 Enforceability. The invalidity or unenforceability of any -------------- provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 32.9 Further Assurances. From time to time at or after the Option ------------------ Closing, at Sprint's request and without further consideration, Stockholder shall execute and deliver to Sprint such documents and take such action as Sprint may reasonably request in order to consummate more effectively the transactions contemplated hereby and to vest in Sprint good, valid and marketable title to the Option Shares, including, but not limited to, using its best efforts to cause the appropriate transfer agent or registrar to transfer of record the Option Shares. IN WITNESS WHEREOF, Sprint and Stockholder have caused this Agreement to be duly executed as of the day and year first above written. SPRINT CORPORATION By: /s/ Theodore Schell __________________________ Name: _________________________ Title: ________________________ LOEB PARTNERS CORPORATION By: /s/ Gideon J. King __________________________ Name: _________________________ Title: ________________________ EX-8 5 STOCKHOLDER OPTION AGREEMENT DATED APRIL 23, 1999 EXHIBIT 8 STOCKHOLDER AND OPTION AGREEMENT -------------------------------- THIS STOCKHOLDER AND OPTION AGREEMENT (this "Agreement") dated as of April 23, 1999, is entered into between Sprint Corporation, a Kansas corporation ("Sprint"), and Pequod Investments L.P., a New York limited partnership ("Stockholder"), with respect to the shares of common stock, par value $.01 per share (the "Company Common Stock"), of People's Choice TV Corp., a Delaware corporation (the "Company"), owned by Stockholder. W I T N E S S E T H: - - - - - - - - - - WHEREAS, as of the date hereof, the Stockholder beneficially owns and has the power to vote 75,000 shares of Company Common Stock (including any and all rights attached thereto to acquire shares of stock of the Company if the Company adopts a stockholders' rights plan, and any other rights associated therewith, the "Option Shares"); and WHEREAS, Sprint desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company. NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows: 33. Certain Covenants. ----------------- 33.1 Lock-Up. Stockholder hereby covenants and agrees during the term ------- of this Agreement that (a) except as consented to in writing by Sprint in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Option Shares, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. 33.2 Irrevocable Proxy. Stockholder has revoked or terminated any ----------------- proxies, voting agreements or similar arrangements previously given or entered into with respect to the Option Shares and hereby irrevocably appoints Sprint, during the term of this Agreement, as proxy for Stockholder to vote (or refrain from voting) in any manner as Sprint, in its sole discretion, may see fit, all of the Option Shares for Stockholder and in Stockholder's name, place and stead, at any annual, special or other meeting or action of the stockholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, with respect to any issue brought before the stockholders of the Company, other than with respect to the election of directors of the Company, for which the stockholders of the Company are entitled to vote. 33.3 Public Announcement. Stockholder shall consult with Sprint ------------------- before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of Sprint, except as may be required by law. 33.4 Stop Transfer Instruction. Promptly following the date hereof, ------------------------- Stockholder and Sprint shall deliver joint written instructions to the Company and to the Company's transfer agent stating that the Option Shares may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of Sprint or except in accordance with the terms and conditions of this Agreement. 33.5 HSR Filing. Promptly following the date hereof, Sprint will make ---------- all filings with and give all notices to governmental or regulatory authorities required of Sprint pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), in connection with consummating the transactions contemplated by this Agreement. Sprint will use all commercially reasonable efforts to obtain early termination of all applicable waiting periods under the HSR Act. 34. Grant of Option. --------------- 2.1 Option. Upon the terms and subject to the conditions of this ------ Agreement, Stockholder hereby grants to Sprint or Sprint's designee an irrevocable option (the "Option") to purchase the Option Shares. Upon exercise of the Option and purchase of the Option Shares, Sprint shall not assume any liabilities or obligations (if any) of Stockholder related to or in connection with such Option Shares and arising prior to the Option Closing Date (as defined hereinafter). 2.2 Option Price. The purchase price payable by Sprint or its ------------ designee at the Option Closing (as hereinafter defined) for the Option Shares shall be an amount equal to $10.00 per Option Share (the "Option Price"); provided, however, if prior to the Option Closing, Sprint shall purchase any - -------- ------- shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share in excess of the Option Price or amend the merger agreement with the Company to increase the per share consideration in an amount per share in excess of the Option Price or (in either case, the "Excess Amount"), then the amount per Option Share to be paid by Sprint shall equal the sum of the Option Price plus the Excess Amount. If following the Option Closing, Sprint shall purchase any shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share, or amend the merger agreement with the Company to increase the per share consideration in an amount per share, in excess of the sum of the Option Price plus, if applicable, the Excess Amount plus any other amount previously remitted pursuant to this Section 2.2 (the "Subsequent Excess Amount"), then Sprint shall forthwith remit to Stockholder an amount equal to the Subsequent Excess Amount for each Option Share purchased at the Option Closing. References in this Section 2.2 to the purchase of shares of Company Common Stock shall include such purchases pursuant to a merger agreement with the Company. 2.3 Exercise. -------- (a) Sprint or its designee shall be entitled to exercise the Option by giving written notice to Stockholder. Such notice shall specify a date (not earlier than one business day or later than three business days from the date such notice is delivered to Stockholder) and place for closing of the exercise of the Option (the "Option Closing"). Upon delivery of notice exercising the Option, the Option shall be deemed to have been exercised by Sprint or its designee irrespective of the actual date of the Option Closing (the actual date of the Option Closing is referred to hereinafter as the "Option Closing Date"). At the Option Closing, Sprint or its designee will deliver to Stockholder the Option Price (as adjusted pursuant to Section 2.2, if necessary) with respect to the Option Shares, by wire transfer of immediately available funds to an account designated in writing by Stockholder prior to the Option Closing Date. (b) Upon payment of the Option Price as provided in Section 2.3 hereof, the Stockholder shall deliver to Sprint or its designee at the Option Closing, (i) the certificates representing the Option Shares duly endorsed in blank for transfer, or accompanied by duly executed stock powers in blank, in each case with signatures guaranteed by a national bank or trust company or a member firm of the New York Stock Exchange, Inc. and (ii) all such other agreements, endorsements, assignments and other instruments as are necessary or desirable, in Sprint's sole and absolute discretion, to vest in Sprint or its designee good and marketable title to such Option Shares or to evidence of record the sale and assignment of such Option Shares to Sprint or its designee. 2.4 Option Expiration/Put Right. Except as provided below, the --------------------------- Option shall terminate and expire 10 days after the transactions contemplated by this Agreement receive approval required by the HSR Act, including early termination or lapse of the HSR Act waiting period ("HSR Approval"), if the Option has not been exercised by Sprint or its designee on or before such date (the "Expiration Date"). If the Option has not been exercised by Sprint on or before the Expiration Date, Stockholder shall have the right at such time, and for a period of 30 days thereafter, to deliver a written notice to Sprint (the "Stockholder Notice") requiring that Sprint or its designee purchase the Option Shares at the Option Price, as adjusted (if necessary), including payment of any Excess Amount or Subsequent Excess Amount that would be payable if Sprint exercised the Option, in accordance with Section 2.2 hereof (the "Put Right"). Upon the exercise by Stockholder of the Put Right, the parties hereto shall consummate the purchase and sale of the Option Shares in accordance with Section 2.3 hereof. 35. Representations and Warranties of Stockholder. Stockholder hereby --------------------------------------------- represents and warrants to Sprint, as of the date hereof and as of the Closing Date, as follows: 3.1 Ownership. Stockholder has good and marketable title to, and is --------- the sole legal and beneficial owner of the Option Shares, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever. At the Option Closing, Stockholder will transfer and convey to Sprint or its designee good and marketable title to the Option Shares, free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever created by or arising through Stockholder. 3.2 Authorization. Stockholder has all requisite power and authority ------------- to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to all of the Option Shares owned by Stockholder with no restrictions on its voting rights or rights of disposition pertaining thereto. Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms. 3.3 Stockholder Has Adequate Information. Stockholder is a ------------------------------------ sophisticated seller with respect to the Option Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Option Shares and has independently and without reliance upon Sprint and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that Sprint has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the sale of the Option Shares by Stockholder to Sprint is irrevocable, and that Stockholder shall have no recourse to the Option Shares or Sprint, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement. 3.4 Sprint's Excluded Information. Stockholder acknowledges and ----------------------------- confirms that (a) Sprint may possess or hereafter come into possession of certain non-public information concerning the Option Shares and the Company which is not known to Stockholder and which may be material to Stockholder's decision to sell the Option Shares ("Sprint's Excluded Information"), (b) Stockholder has requested not to receive Sprint's Excluded Information and has determined to sell the Option Shares notwithstanding its lack of knowledge of Sprint's Excluded Information, and (c) Sprint shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases Sprint from, any claims which Stockholder or its successors and assigns may have against Sprint (whether pursuant to applicable Option Shares, laws or otherwise) with respect to the non-disclosure of Sprint's Excluded Information; provided, however, nothing contained in this Section 3.4 shall limit - -------- ------- Stockholder's right to rely upon the express representations and warranties made by Sprint in this Agreement, or Stockholder's remedies in respect of breaches of any such representations and warranties. 36. Survival of Representations and Warranties. The respective ------------------------------------------ representations and warranties of Stockholder and Sprint contained herein shall not be deemed waived or otherwise affected by any investigation made by the other party hereto, and each representation and warranty contained herein shall survive the closing of the transactions contemplated hereby until the expiration of the applicable statute of limitations, including extensions thereof. 37. Specific Performance. Stockholder acknowledges that Sprint will be -------------------- irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to Sprint upon the breach by Stockholder of such covenants and agreements, Sprint shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements. 38. Miscellaneous. ------------- 38.1 Binding Effect. This Agreement shall be binding upon and inure -------------- to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns. 38.2 Entire Agreement. This Agreement contains the entire ---------------- understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto. 38.3 Headings. The headings contained in this Agreement are for -------- reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement. 38.4 Assignment. This Agreement may not be transferred or assigned by ---------- Stockholder but may be assigned by Sprint to any of its affiliates or to any successor to its business and will be binding upon and inure to the benefit of any such affiliate or successor. 38.5 Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement. 38.6 Notices. All notices, requests, claims, demands and other ------- communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given if so given) by delivery, telegram or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any national courier service, provided that any notice delivered as herein provided shall also be delivered by telecopy at the time of such delivery. All communications hereunder shall be delivered to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof): (a) If to Sprint: Sprint Corporation 2330 Shawnee Mission Parkway Westwood, Kansas 66205 Attention: Corporate Secretary Telecopy: (913) 624-2256 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303-1763 Attention: Bruce N. Hawthorne, Esq. Telecopy: (404) 572-5146 (b) If to Stockholder: Ahab Capital Management 450 Park Ave., 28th Fl. New York, NY 10022 Attention: Jonathan Gallen Telecopy: (___) _____________ with a copy to: _____________________________ _____________________________ _____________________________ Attention: __________________ Telecopy: (___) _____________ 38.7 Governing Law. This Agreement shall be governed by and construed ------------- and enforced in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. 38.8 Enforceability. The invalidity or unenforceability of any -------------- provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 38.9 Further Assurances. From time to time at or after the Option ------------------ Closing, at Sprint's request and without further consideration, Stockholder shall execute and deliver to Sprint such documents and take such action as Sprint may reasonably request in order to consummate more effectively the transactions contemplated hereby and to vest in Sprint good, valid and marketable title to the Option Shares, including, but not limited to, using its best efforts to cause the appropriate transfer agent or registrar to transfer of record the Option Shares. IN WITNESS WHEREOF, Sprint and Stockholder have caused this Agreement to be duly executed as of the day and year first above written. SPRINT CORPORATION By: /s/ Theodore Schell --------------------------- Name: _________________________ Title: ________________________ PEQUOD INVESTMENTS L.P. By: /s/ Jonathan Gallen --------------------------- Name: Jonathan Gallen ------------------------- Title: Investment Advisor ------------------------ EX-9 6 STOCKHOLDER OPTION AGREEMENT DATED APRIL 23, 1999 EXHIBIT 9 STOCKHOLDER AND OPTION AGREEMENT -------------------------------- THIS STOCKHOLDER AND OPTION AGREEMENT (this "Agreement") dated as of April 23, 1999, is entered into between Sprint Corporation, a Kansas corporation ("Sprint"), and Pequod International, Ltd., a Bahamian corporation ("Stockholder"), with respect to the shares of common stock, par value $.01 per share (the "Company Common Stock"), of People's Choice TV Corp., a Delaware corporation (the "Company"), owned by Stockholder. W I T N E S S E T H: - - - - - - - - - - WHEREAS, as of the date hereof, the Stockholder beneficially owns and has the power to vote 75,000 shares of Company Common Stock (including any and all rights attached thereto to acquire shares of stock of the Company if the Company adopts a stockholders' rights plan, and any other rights associated therewith, the "Option Shares"); and WHEREAS, Sprint desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company. NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows: 39. Certain Covenants. ----------------- 39.1 Lock-Up. Stockholder hereby covenants and agrees during the ------- term of this Agreement that (a) except as consented to in writing by Sprint in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Option Shares, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. 39.2 Irrevocable Proxy. Stockholder has revoked or terminated any ----------------- proxies, voting agreements or similar arrangements previously given or entered into with respect to the Option Shares and hereby irrevocably appoints Sprint, during the term of this Agreement, as proxy for Stockholder to vote (or refrain from voting) in any manner as Sprint, in its sole discretion, may see fit, all of the Option Shares for Stockholder and in Stockholder's name, place and stead, at any annual, special or other meeting or action of the stockholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, with respect to any issue brought before the stockholders of the Company, other than with respect to the election of directors of the Company, for which the stockholders of the Company are entitled to vote. 39.3 Public Announcement. Stockholder shall consult with Sprint ------------------- before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of Sprint, except as may be required by law. 39.4 Stop Transfer Instruction. Promptly following the date hereof, ------------------------- Stockholder and Sprint shall deliver joint written instructions to the Company and to the Company's transfer agent stating that the Option Shares may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of Sprint or except in accordance with the terms and conditions of this Agreement. 39.5 HSR Filing. Promptly following the date hereof, Sprint will ---------- make all filings with and give all notices to governmental or regulatory authorities required of Sprint pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), in connection with consummating the transactions contemplated by this Agreement. Sprint will use all commercially reasonable efforts to obtain early termination of all applicable waiting periods under the HSR Act. 40. Grant of Option. --------------- 2.1 Option. Upon the terms and subject to the conditions of this ------ Agreement, Stockholder hereby grants to Sprint or Sprint's designee an irrevocable option (the "Option") to purchase the Option Shares. Upon exercise of the Option and purchase of the Option Shares, Sprint shall not assume any liabilities or obligations (if any) of Stockholder related to or in connection with such Option Shares and arising prior to the Option Closing Date (as defined hereinafter). 2.2 Option Price. The purchase price payable by Sprint or its ------------ designee at the Option Closing (as hereinafter defined) for the Option Shares shall be an amount equal to $10.00 per Option Share (the "Option Price"); provided, however, if prior to the Option Closing, Sprint shall purchase any - -------- ------- shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share in excess of the Option Price or amend the merger agreement with the Company to increase the per share consideration in an amount per share in excess of the Option Price or (in either case, the "Excess Amount"), then the amount per Option Share to be paid by Sprint shall equal the sum of the Option Price plus the Excess Amount. If following the Option Closing, Sprint shall purchase any shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share, or amend the merger agreement with the Company to increase the per share consideration in an amount per share, in excess of the sum of the Option Price plus, if applicable, the Excess Amount plus any other amount previously remitted pursuant to this Section 2.2 (the "Subsequent Excess Amount"), then Sprint shall forthwith remit to Stockholder an amount equal to the Subsequent Excess Amount for each Option Share purchased at the Option Closing. References in this Section 2.2 to the purchase of shares of Company Common Stock shall include such purchases pursuant to a merger agreement with the Company. 2.3 Exercise. -------- (a) Sprint or its designee shall be entitled to exercise the Option by giving written notice to Stockholder. Such notice shall specify a date (not earlier than one business day or later than three business days from the date such notice is delivered to Stockholder) and place for closing of the exercise of the Option (the "Option Closing"). Upon delivery of notice exercising the Option, the Option shall be deemed to have been exercised by Sprint or its designee irrespective of the actual date of the Option Closing (the actual date of the Option Closing is referred to hereinafter as the "Option Closing Date"). At the Option Closing, Sprint or its designee will deliver to Stockholder the Option Price (as adjusted pursuant to Section 2.2, if necessary) with respect to the Option Shares, by wire transfer of immediately available funds to an account designated in writing by Stockholder prior to the Option Closing Date. (b) Upon payment of the Option Price as provided in Section 2.3 hereof, the Stockholder shall deliver to Sprint or its designee at the Option Closing, (i) the certificates representing the Option Shares duly endorsed in blank for transfer, or accompanied by duly executed stock powers in blank, in each case with signatures guaranteed by a national bank or trust company or a member firm of the New York Stock Exchange, Inc. and (ii) all such other agreements, endorsements, assignments and other instruments as are necessary or desirable, in Sprint's sole and absolute discretion, to vest in Sprint or its designee good and marketable title to such Option Shares or to evidence of record the sale and assignment of such Option Shares to Sprint or its designee. 2.4 Option Expiration/Put Right. Except as provided below, the --------------------------- Option shall terminate and expire 10 days after the transactions contemplated by this Agreement receive approval required by the HSR Act, including early termination or lapse of the HSR Act waiting period ("HSR Approval"), if the Option has not been exercised by Sprint or its designee on or before such date (the "Expiration Date"). If the Option has not been exercised by Sprint on or before the Expiration Date, Stockholder shall have the right at such time, and for a period of 30 days thereafter, to deliver a written notice to Sprint (the "Stockholder Notice") requiring that Sprint or its designee purchase the Option Shares at the Option Price, as adjusted (if necessary), including payment of any Excess Amount or Subsequent Excess Amount that would be payable if Sprint exercised the Option, in accordance with Section 2.2 hereof (the "Put Right"). Upon the exercise by Stockholder of the Put Right, the parties hereto shall consummate the purchase and sale of the Option Shares in accordance with Section 2.3 hereof. 41. Representations and Warranties of Stockholder. Stockholder hereby --------------------------------------------- represents and warrants to Sprint, as of the date hereof and as of the Closing Date, as follows: 3.1 Ownership. Stockholder has good and marketable title to, and is --------- the sole legal and beneficial owner of the Option Shares, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever. At the Option Closing, Stockholder will transfer and convey to Sprint or its designee good and marketable title to the Option Shares, free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever created by or arising through Stockholder. 3.2 Authorization. Stockholder has all requisite power and authority ------------- to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to all of the Option Shares owned by Stockholder with no restrictions on its voting rights or rights of disposition pertaining thereto. Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms. 3.3 Stockholder Has Adequate Information. Stockholder is a ------------------------------------ sophisticated seller with respect to the Option Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Option Shares and has independently and without reliance upon Sprint and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that Sprint has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the sale of the Option Shares by Stockholder to Sprint is irrevocable, and that Stockholder shall have no recourse to the Option Shares or Sprint, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement. 3.4 Sprint's Excluded Information. Stockholder acknowledges and ----------------------------- confirms that (a) Sprint may possess or hereafter come into possession of certain non-public information concerning the Option Shares and the Company which is not known to Stockholder and which may be material to Stockholder's decision to sell the Option Shares ("Sprint's Excluded Information"), (b) Stockholder has requested not to receive Sprint's Excluded Information and has determined to sell the Option Shares notwithstanding its lack of knowledge of Sprint's Excluded Information, and (c) Sprint shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases Sprint from, any claims which Stockholder or its successors and assigns may have against Sprint (whether pursuant to applicable Option Shares, laws or otherwise) with respect to the non-disclosure of Sprint's Excluded Information; provided, however, nothing contained in this Section 3.4 shall limit - -------- ------- Stockholder's right to rely upon the express representations and warranties made by Sprint in this Agreement, or Stockholder's remedies in respect of breaches of any such representations and warranties. 42. Survival of Representations and Warranties. The respective ------------------------------------------ representations and warranties of Stockholder and Sprint contained herein shall not be deemed waived or otherwise affected by any investigation made by the other party hereto, and each representation and warranty contained herein shall survive the closing of the transactions contemplated hereby until the expiration of the applicable statute of limitations, including extensions thereof. 43. Specific Performance. Stockholder acknowledges that Sprint will be -------------------- irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to Sprint upon the breach by Stockholder of such covenants and agreements, Sprint shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements. 44. Miscellaneous. ------------- 44.1 Binding Effect. This Agreement shall be binding upon and inure -------------- to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns. 44.2 Entire Agreement. This Agreement contains the entire ---------------- understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto. 44.3 Headings. The headings contained in this Agreement are for -------- reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement. 44.4 Assignment. This Agreement may not be transferred or assigned ---------- by Stockholder but may be assigned by Sprint to any of its affiliates or to any successor to its business and will be binding upon and inure to the benefit of any such affiliate or successor. 44.5 Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement. 44.6 Notices. All notices, requests, claims, demands and other ------- communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given if so given) by delivery, telegram or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any national courier service, provided that any notice delivered as herein provided shall also be delivered by telecopy at the time of such delivery. All communications hereunder shall be delivered to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof): (a) If to Sprint: Sprint Corporation 2330 Shawnee Mission Parkway Westwood, Kansas 66205 Attention: Corporate Secretary Telecopy: (913) 624-2256 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303-1763 Attention: Bruce N. Hawthorne, Esq. Telecopy: (404) 572-5146 (b) If to Stockholder: Ahab Capital Management 450 Park Ave., 28th Floor New York, NY 10022 Attention: Jonathan Gallen Telecopy: (___) ____________ with a copy to: ____________________________ ____________________________ ____________________________ Attention: _________________ Telecopy: (___) ____________ 44.7 Governing Law. This Agreement shall be governed by and ------------- construed and enforced in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. 44.8 Enforceability. The invalidity or unenforceability of any -------------- provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 44.9 Further Assurances. From time to time at or after the Option ------------------ Closing, at Sprint's request and without further consideration, Stockholder shall execute and deliver to Sprint such documents and take such action as Sprint may reasonably request in order to consummate more effectively the transactions contemplated hereby and to vest in Sprint good, valid and marketable title to the Option Shares, including, but not limited to, using its best efforts to cause the appropriate transfer agent or registrar to transfer of record the Option Shares. IN WITNESS WHEREOF, Sprint and Stockholder have caused this Agreement to be duly executed as of the day and year first above written. SPRINT CORPORATION By: /s/ Theodore Schell -------------------------- Name: _________________________ Title: ________________________ PEQUOD INTERNATIONAL LTD. By: /s/ Jonathan Gallen --------------------------- Name: _________________________ Title: ________________________ EX-10 7 STOCKHOLDER OPTION AGREEMENT DATED APRIL 23, 1999 EXHIBIT 10 STOCKHOLDER AND OPTION AGREEMENT -------------------------------- THIS STOCKHOLDER AND OPTION AGREEMENT (this "Agreement") dated as of April 23, 1999, is entered into between Sprint Corporation, a Kansas corporation ("Sprint"), and John Glade ("Stockholder"), with respect to the shares of common stock, par value $.01 per share (the "Company Common Stock"), of People's Choice TV Corp., a Delaware corporation (the "Company"), owned by Stockholder. W I T N E S S E T H: - - - - - - - - - - WHEREAS, as of the date hereof, the Stockholder beneficially owns and has the power to vote 100,000 shares of Company Common Stock (including any and all rights attached thereto to acquire shares of stock of the Company if the Company adopts a stockholders' rights plan, and any other rights associated therewith, the "Option Shares"); and WHEREAS, Sprint desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company. NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows: 45. Certain Covenants. ----------------- 45.1 Lock-Up. Stockholder hereby covenants and agrees during the ------- term of this Agreement that (a) except as consented to in writing by Sprint in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Option Shares, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. 45.2 Irrevocable Proxy. Stockholder has revoked or terminated any ----------------- proxies, voting agreements or similar arrangements previously given or entered into with respect to the Option Shares and hereby irrevocably appoints Sprint, during the term of this Agreement, as proxy for Stockholder to vote (or refrain from voting) in any manner as Sprint, in its sole discretion, may see fit, all of the Option Shares for Stockholder and in Stockholder's name, place and stead, at any annual, special or other meeting or action of the stockholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, with respect to any issue brought before the stockholders of the Company, other than with respect to the election of directors of the Company, for which the stockholders of the Company are entitled to vote. 45.3 Public Announcement. Stockholder shall consult with Sprint ------------------- before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of Sprint, except as may be required by law. 45.4 Stop Transfer Instruction. Promptly following the date hereof, ------------------------- Stockholder and Sprint shall deliver joint written instructions to the Company and to the Company's transfer agent stating that the Option Shares may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of Sprint or except in accordance with the terms and conditions of this Agreement. 45.5 HSR Filing. Promptly following the date hereof, Sprint will ---------- make all filings with and give all notices to governmental or regulatory authorities required of Sprint pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), in connection with consummating the transactions contemplated by this Agreement. Sprint will use all commercially reasonable efforts to obtain early termination of all applicable waiting periods under the HSR Act. 46. Grant of Option. --------------- 2.1 Option. Upon the terms and subject to the conditions of this ------ Agreement, Stockholder hereby grants to Sprint or Sprint's designee an irrevocable option (the "Option") to purchase the Option Shares. Upon exercise of the Option and purchase of the Option Shares, Sprint shall not assume any liabilities or obligations (if any) of Stockholder related to or in connection with such Option Shares and arising prior to the Option Closing Date (as defined hereinafter). 2.2 Option Price. The purchase price payable by Sprint or its ------------ designee at the Option Closing (as hereinafter defined) for the Option Shares shall be an amount equal to $10.00 per Option Share (the "Option Price"); provided, however, if prior to the Option Closing, Sprint shall purchase any - -------- ------- shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share in excess of the Option Price or amend the merger agreement with the Company to increase the per share consideration in an amount per share in excess of the Option Price or (in either case, the "Excess Amount"), then the amount per Option Share to be paid by Sprint shall equal the sum of the Option Price plus the Excess Amount. If following the Option Closing, Sprint shall purchase any shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share, or amend the merger agreement with the Company to increase the per share consideration in an amount per share, in excess of the sum of the Option Price plus, if applicable, the Excess Amount plus any other amount previously remitted pursuant to this Section 2.2 (the "Subsequent Excess Amount"), then Sprint shall forthwith remit to Stockholder an amount equal to the Subsequent Excess Amount for each Option Share purchased at the Option Closing. References in this Section 2.2 to the purchase of shares of Company Common Stock shall include such purchases pursuant to a merger agreement with the Company. 2.3 Exercise. -------- (a) Sprint or its designee shall be entitled to exercise the Option by giving written notice to Stockholder. Such notice shall specify a date (not earlier than one business day or later than three business days from the date such notice is delivered to Stockholder) and place for closing of the exercise of the Option (the "Option Closing"). Upon delivery of notice exercising the Option, the Option shall be deemed to have been exercised by Sprint or its designee irrespective of the actual date of the Option Closing (the actual date of the Option Closing is referred to hereinafter as the "Option Closing Date"). At the Option Closing, Sprint or its designee will deliver to Stockholder the Option Price (as adjusted pursuant to Section 2.2, if necessary) with respect to the Option Shares, by wire transfer of immediately available funds to an account designated in writing by Stockholder prior to the Option Closing Date. (b) Upon payment of the Option Price as provided in Section 2.3 hereof, the Stockholder shall deliver to Sprint or its designee at the Option Closing, (i) the certificates representing the Option Shares duly endorsed in blank for transfer, or accompanied by duly executed stock powers in blank, in each case with signatures guaranteed by a national bank or trust company or a member firm of the New York Stock Exchange, Inc. and (ii) all such other agreements, endorsements, assignments and other instruments as are necessary or desirable, in Sprint's sole and absolute discretion, to vest in Sprint or its designee good and marketable title to such Option Shares or to evidence of record the sale and assignment of such Option Shares to Sprint or its designee. 2.4 Option Expiration/Put Right. Except as provided below, the --------------------------- Option shall terminate and expire 10 days after the transactions contemplated by this Agreement receive approval required by the HSR Act, including early termination or lapse of the HSR Act waiting period ("HSR Approval"), if the Option has not been exercised by Sprint or its designee on or before such date (the "Expiration Date"). If the Option has not been exercised by Sprint on or before the Expiration Date, Stockholder shall have the right at such time, and for a period of 30 days thereafter, to deliver a written notice to Sprint (the "Stockholder Notice") requiring that Sprint or its designee purchase the Option Shares at the Option Price, as adjusted (if necessary), including payment of any Excess Amount or Subsequent Excess Amount that would be payable if Sprint exercised the Option, in accordance with Section 2.2 hereof (the "Put Right"). Upon the exercise by Stockholder of the Put Right, the parties hereto shall consummate the purchase and sale of the Option Shares in accordance with Section 2.3 hereof. 47. Representations and Warranties of Stockholder. Stockholder hereby --------------------------------------------- represents and warrants to Sprint, as of the date hereof and as of the Closing Date, as follows: 3.1 Ownership. Stockholder has good and marketable title to, and is --------- the sole legal and beneficial owner of the Option Shares, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever. At the Option Closing, Stockholder will transfer and convey to Sprint or its designee good and marketable title to the Option Shares, free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever created by or arising through Stockholder. 3.2 Authorization. Stockholder has all requisite power and authority ------------- to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to all of the Option Shares owned by Stockholder with no restrictions on its voting rights or rights of disposition pertaining thereto. Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms. 3.3 Stockholder Has Adequate Information. Stockholder is a ------------------------------------ sophisticated seller with respect to the Option Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Option Shares and has independently and without reliance upon Sprint and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that Sprint has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the sale of the Option Shares by Stockholder to Sprint is irrevocable, and that Stockholder shall have no recourse to the Option Shares or Sprint, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement. 3.4 Sprint's Excluded Information. Stockholder acknowledges and ----------------------------- confirms that (a) Sprint may possess or hereafter come into possession of certain non-public information concerning the Option Shares and the Company which is not known to Stockholder and which may be material to Stockholder's decision to sell the Option Shares ("Sprint's Excluded Information"), (b) Stockholder has requested not to receive Sprint's Excluded Information and has determined to sell the Option Shares notwithstanding its lack of knowledge of Sprint's Excluded Information, and (c) Sprint shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases Sprint from, any claims which Stockholder or its successors and assigns may have against Sprint (whether pursuant to applicable Option Shares, laws or otherwise) with respect to the non-disclosure of Sprint's Excluded Information; provided, however, nothing contained in this Section 3.4 shall limit - -------- ------- Stockholder's right to rely upon the express representations and warranties made by Sprint in this Agreement, or Stockholder's remedies in respect of breaches of any such representations and warranties. 48. Survival of Representations and Warranties. The respective ------------------------------------------ representations and warranties of Stockholder and Sprint contained herein shall not be deemed waived or otherwise affected by any investigation made by the other party hereto, and each representation and warranty contained herein shall survive the closing of the transactions contemplated hereby until the expiration of the applicable statute of limitations, including extensions thereof. 49. Specific Performance. Stockholder acknowledges that Sprint will be -------------------- irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to Sprint upon the breach by Stockholder of such covenants and agreements, Sprint shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements. 50. Miscellaneous. ------------- 50.1 Binding Effect. This Agreement shall be binding upon and inure -------------- to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns. 50.2 Entire Agreement. This Agreement contains the entire ---------------- understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto. 50.3 Headings. The headings contained in this Agreement are for -------- reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement. 50.4 Assignment. This Agreement may not be transferred or assigned ---------- by Stockholder but may be assigned by Sprint to any of its affiliates or to any successor to its business and will be binding upon and inure to the benefit of any such affiliate or successor. 50.5 Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement. 50.6 Notices. All notices, requests, claims, demands and other ------- communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given if so given) by delivery, telegram or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any national courier service, provided that any notice delivered as herein provided shall also be delivered by telecopy at the time of such delivery. All communications hereunder shall be delivered to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof): (a) If to Sprint: Sprint Corporation 2330 Shawnee Mission Parkway Westwood, Kansas 66205 Attention: Corporate Secretary Telecopy: (913) 624-2256 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303-1763 Attention: Bruce N. Hawthorne, Esq. Telecopy: (404) 572-5146 (b) If to Stockholder: John Glade 206 Las Lomas Dr. Austin, TX 78746 Attention: _________________ Telecopy: (___) ____________ with a copy to: ____________________________ ____________________________ ____________________________ Attention: _________________ Telecopy: (___) ____________ 50.7 Governing Law. This Agreement shall be governed by and ------------- construed and enforced in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. 50.8 Enforceability. The invalidity or unenforceability of any -------------- provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 50.9 Further Assurances. From time to time at or after the Option ------------------ Closing, at Sprint's request and without further consideration, Stockholder shall execute and deliver to Sprint such documents and take such action as Sprint may reasonably request in order to consummate more effectively the transactions contemplated hereby and to vest in Sprint good, valid and marketable title to the Option Shares, including, but not limited to, using its best efforts to cause the appropriate transfer agent or registrar to transfer of record the Option Shares. IN WITNESS WHEREOF, Sprint and Stockholder have caused this Agreement to be duly executed as of the day and year first above written. SPRINT CORPORATION By: /s/ Theodore Schell ------------------------- Name: ________________________ Title: _______________________ /s/ John Glade _____________________________ John Glade EX-11 8 STOCKHOLDER OPTION AGREEMENT DATED APRIL 23, 1999 EXHIBIT 11 STOCKHOLDER AND OPTION AGREEMENT -------------------------------- THIS STOCKHOLDER AND OPTION AGREEMENT (this "Agreement") dated as of April 23, 1999, is entered into between Sprint Corporation, a Kansas corporation ("Sprint"), and James B. Rubin Family Accounts ("Stockholder"), with respect to the shares of common stock, par value $.01 per share (the "Company Common Stock"), of People's Choice TV Corp., a Delaware corporation (the "Company"), owned by Stockholder. W I T N E S S E T H: - - - - - - - - - - WHEREAS, as of the date hereof, the Stockholder beneficially owns and has the power to vote 543,500 shares of Company Common Stock (including any and all rights attached thereto to acquire shares of stock of the Company if the Company adopts a stockholders' rights plan, and any other rights associated therewith, the "Option Shares"); and WHEREAS, Sprint desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company. NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows: 51. Certain Covenants. ----------------- 51.1 Lock-Up. Stockholder hereby covenants and agrees during the ------- term of this Agreement that (a) except as consented to in writing by Sprint in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Option Shares, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. 51.2 Irrevocable Proxy. Stockholder has revoked or terminated any ----------------- proxies, voting agreements or similar arrangements previously given or entered into with respect to the Option Shares and hereby irrevocably appoints Sprint, during the term of this Agreement, as proxy for Stockholder to vote (or refrain from voting) in any manner as Sprint, in its sole discretion, may see fit, all of the Option Shares for Stockholder and in Stockholder's name, place and stead, at any annual, special or other meeting or action of the stockholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, with respect to any issue brought before the stockholders of the Company, other than with respect to the election of directors of the Company, for which the stockholders of the Company are entitled to vote. 51.3 Public Announcement. Stockholder shall consult with Sprint ------------------- before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of Sprint, except as may be required by law. 51.4 Stop Transfer Instruction. Promptly following the date hereof, ------------------------- Stockholder and Sprint shall deliver joint written instructions to the Company and to the Company's transfer agent stating that the Option Shares may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of Sprint or except in accordance with the terms and conditions of this Agreement. 51.5 HSR Filing. Promptly following the date hereof, Sprint will ---------- make all filings with and give all notices to governmental or regulatory authorities required of Sprint pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), in connection with consummating the transactions contemplated by this Agreement. Sprint will use all commercially reasonable efforts to obtain early termination of all applicable waiting periods under the HSR Act. 52. Grant of Option. --------------- 2.1 Option. Upon the terms and subject to the conditions of this ------ Agreement, Stockholder hereby grants to Sprint or Sprint's designee an irrevocable option (the "Option") to purchase the Option Shares. Upon exercise of the Option and purchase of the Option Shares, Sprint shall not assume any liabilities or obligations (if any) of Stockholder related to or in connection with such Option Shares and arising prior to the Option Closing Date (as defined hereinafter). 2.2 Option Price. The purchase price payable by Sprint or its ------------ designee at the Option Closing (as hereinafter defined) for the Option Shares shall be an amount equal to $10.00 per Option Share (the "Option Price"); provided, however, if prior to the Option Closing, Sprint shall purchase any - -------- ------- shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share in excess of the Option Price or amend the merger agreement with the Company to increase the per share consideration in an amount per share in excess of the Option Price or (in either case, the "Excess Amount"), then the amount per Option Share to be paid by Sprint shall equal the sum of the Option Price plus the Excess Amount. If following the Option Closing, Sprint shall purchase any shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share, or amend the merger agreement with the Company to increase the per share consideration in an amount per share, in excess of the sum of the Option Price plus, if applicable, the Excess Amount plus any other amount previously remitted pursuant to this Section 2.2 (the "Subsequent Excess Amount"), then Sprint shall forthwith remit to Stockholder an amount equal to the Subsequent Excess Amount for each Option Share purchased at the Option Closing. References in this Section 2.2 to the purchase of shares of Company Common Stock shall include such purchases pursuant to a merger agreement with the Company. 2.3 Exercise. -------- (a) Sprint or its designee shall be entitled to exercise the Option by giving written notice to Stockholder. Such notice shall specify a date (not earlier than one business day or later than three business days from the date such notice is delivered to Stockholder) and place for closing of the exercise of the Option (the "Option Closing"). Upon delivery of notice exercising the Option, the Option shall be deemed to have been exercised by Sprint or its designee irrespective of the actual date of the Option Closing (the actual date of the Option Closing is referred to hereinafter as the "Option Closing Date"). At the Option Closing, Sprint or its designee will deliver to Stockholder the Option Price (as adjusted pursuant to Section 2.2, if necessary) with respect to the Option Shares, by wire transfer of immediately available funds to an account designated in writing by Stockholder prior to the Option Closing Date. (b) Upon payment of the Option Price as provided in Section 2.3 hereof, the Stockholder shall deliver to Sprint or its designee at the Option Closing, (i) the certificates representing the Option Shares duly endorsed in blank for transfer, or accompanied by duly executed stock powers in blank, in each case with signatures guaranteed by a national bank or trust company or a member firm of the New York Stock Exchange, Inc. and (ii) all such other agreements, endorsements, assignments and other instruments as are necessary or desirable, in Sprint's sole and absolute discretion, to vest in Sprint or its designee good and marketable title to such Option Shares or to evidence of record the sale and assignment of such Option Shares to Sprint or its designee. 2.4 Option Expiration/Put Right. Except as provided below, the --------------------------- Option shall terminate and expire 10 days after the transactions contemplated by this Agreement receive approval required by the HSR Act, including early termination or lapse of the HSR Act waiting period ("HSR Approval"), if the Option has not been exercised by Sprint or its designee on or before such date (the "Expiration Date"). If the Option has not been exercised by Sprint on or before the Expiration Date, Stockholder shall have the right at such time, and for a period of 30 days thereafter, to deliver a written notice to Sprint (the "Stockholder Notice") requiring that Sprint or its designee purchase the Option Shares at the Option Price, as adjusted (if necessary), including payment of any Excess Amount or Subsequent Excess Amount that would be payable if Sprint exercised the Option, in accordance with Section 2.2 hereof (the "Put Right"). Upon the exercise by Stockholder of the Put Right, the parties hereto shall consummate the purchase and sale of the Option Shares in accordance with Section 2.3 hereof. 53. Representations and Warranties of Stockholder. Stockholder hereby --------------------------------------------- represents and warrants to Sprint, as of the date hereof and as of the Closing Date, as follows: 3.1 Ownership. Stockholder has good and marketable title to, and is --------- the sole legal and beneficial owner of the Option Shares, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever. At the Option Closing, Stockholder will transfer and convey to Sprint or its designee good and marketable title to the Option Shares, free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever created by or arising through Stockholder. 3.2 Authorization. Stockholder has all requisite power and authority ------------- to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to all of the Option Shares owned by Stockholder with no restrictions on its voting rights or rights of disposition pertaining thereto. Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms. 3.3 Stockholder Has Adequate Information. Stockholder is a ------------------------------------ sophisticated seller with respect to the Option Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Option Shares and has independently and without reliance upon Sprint and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that Sprint has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the sale of the Option Shares by Stockholder to Sprint is irrevocable, and that Stockholder shall have no recourse to the Option Shares or Sprint, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement. 3.4 Sprint's Excluded Information. Stockholder acknowledges and ----------------------------- confirms that (a) Sprint may possess or hereafter come into possession of certain non-public information concerning the Option Shares and the Company which is not known to Stockholder and which may be material to Stockholder's decision to sell the Option Shares ("Sprint's Excluded Information"), (b) Stockholder has requested not to receive Sprint's Excluded Information and has determined to sell the Option Shares notwithstanding its lack of knowledge of Sprint's Excluded Information, and (c) Sprint shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases Sprint from, any claims which Stockholder or its successors and assigns may have against Sprint (whether pursuant to applicable Option Shares, laws or otherwise) with respect to the non-disclosure of Sprint's Excluded Information; provided, however, nothing contained in this Section 3.4 shall limit - -------- ------- Stockholder's right to rely upon the express representations and warranties made by Sprint in this Agreement, or Stockholder's remedies in respect of breaches of any such representations and warranties. 54. Survival of Representations and Warranties. The respective ------------------------------------------ representations and warranties of Stockholder and Sprint contained herein shall not be deemed waived or otherwise affected by any investigation made by the other party hereto, and each representation and warranty contained herein shall survive the closing of the transactions contemplated hereby until the expiration of the applicable statute of limitations, including extensions thereof. 55. Specific Performance. Stockholder acknowledges that Sprint will be -------------------- irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to Sprint upon the breach by Stockholder of such covenants and agreements, Sprint shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements. 56. Miscellaneous. ------------- 56.1 Binding Effect. This Agreement shall be binding upon and inure -------------- to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns. 56.2 Entire Agreement. This Agreement contains the entire ---------------- understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto. 56.3 Headings. The headings contained in this Agreement are for -------- reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement. 56.4 Assignment. This Agreement may not be transferred or assigned ---------- by Stockholder but may be assigned by Sprint to any of its affiliates or to any successor to its business and will be binding upon and inure to the benefit of any such affiliate or successor. 56.5 Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement. 56.6 Notices. All notices, requests, claims, demands and other ------- communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given if so given) by delivery, telegram or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any national courier service, provided that any notice delivered as herein provided shall also be delivered by telecopy at the time of such delivery. All communications hereunder shall be delivered to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof): (a) If to Sprint: Sprint Corporation 2330 Shawnee Mission Parkway Westwood, Kansas 66205 Attention: Corporate Secretary Telecopy: (913) 624-2256 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303-1763 Attention: Bruce N. Hawthorne, Esq. Telecopy: (404) 572-5146 (b) If to Stockholder: James B. Rubin Family Accounts c/o Resurgence Asset Management, L.L.C. 10 New King St. White Plains, NY 10604 Attention: ___________________ Telecopy: (___) ______________ with a copy to: ______________________________ ______________________________ ______________________________ Attention: ___________________ Telecopy: (___) ______________ 56.7 Governing Law. This Agreement shall be governed by and ------------- construed and enforced in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. 56.8 Enforceability. The invalidity or unenforceability of any -------------- provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 56.9 Further Assurances. From time to time at or after the Option ------------------ Closing, at Sprint's request and without further consideration, Stockholder shall execute and deliver to Sprint such documents and take such action as Sprint may reasonably request in order to consummate more effectively the transactions contemplated hereby and to vest in Sprint good, valid and marketable title to the Option Shares, including, but not limited to, using its best efforts to cause the appropriate transfer agent or registrar to transfer of record the Option Shares. IN WITNESS WHEREOF, Sprint and Stockholder have caused this Agreement to be duly executed as of the day and year first above written. SPRINT CORPORATION By: /s/ Theodore Schell -------------------------- Name: _________________________ Title: ________________________ JAMES B. RUBIN FAMILY ACCOUNTS By: /s/ James B. Rubin --------------------------- Name: _________________________ Title: ________________________ EX-12 9 STOCKHOLDER OPTION AGREEMENT DATED APRIL 26, 1999 EXHIBIT 12 STOCKHOLDER AND OPTION AGREEMENT -------------------------------- THIS STOCKHOLDER AND OPTION AGREEMENT (this "Agreement") dated as of April 26, 1999, is entered into between Sprint Corporation, a Kansas corporation ("Sprint"), and various funds controlled by Tudor Investment Corporation, a _________ corporation (see page 8) ("Stockholder"), with respect to the shares of common stock, par value $.01 per share (the "Company Common Stock"), of People's Choice TV Corp., a Delaware corporation (the "Company"), owned by Stockholder. W I T N E S S E T H: - - - - - - - - - - WHEREAS, as of the date hereof, the Stockholder beneficially owns and has the power to vote 670,000 shares of Company Common Stock (including any and all rights attached thereto to acquire shares of stock of the Company if the Company adopts a stockholders' rights plan, and any other rights associated therewith, the "Option Shares"); and WHEREAS, Sprint desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company. NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows: 57. Certain Covenants. ----------------- 57.1 Lock-Up. Stockholder hereby covenants and agrees during the ------- term of this Agreement that (a) except as consented to in writing by Sprint in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Option Shares, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. 57.2 Irrevocable Proxy. Stockholder has revoked or terminated any ----------------- proxies, voting agreements or similar arrangements previously given or entered into with respect to the Option Shares and hereby irrevocably appoints Sprint, during the term of this Agreement, as proxy for Stockholder to vote (or refrain from voting) in any manner as Sprint, in its sole discretion, may see fit, all of the Option Shares for Stockholder and in Stockholder's name, place and stead, at any annual, special or other meeting or action of the stockholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, with respect to any issue brought before the stockholders of the Company, other than with respect to the election of directors of the Company, for which the stockholders of the Company are entitled to vote. 57.3 Public Announcement. Stockholder shall consult with Sprint ------------------- before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of Sprint, except as may be required by law. 57.4 Stop Transfer Instruction. Promptly following the date hereof, ------------------------- Stockholder and Sprint shall deliver joint written instructions to the Company and to the Company's transfer agent stating that the Option Shares may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of Sprint or except in accordance with the terms and conditions of this Agreement. 57.5 HSR Filing. Promptly following the date hereof, Sprint will ---------- make all filings with and give all notices to governmental or regulatory authorities required of Sprint pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), in connection with consummating the transactions contemplated by this Agreement. Sprint will use all commercially reasonable efforts to obtain early termination of all applicable waiting periods under the HSR Act. 58. Grant of Option. --------------- 2.1 Option. Upon the terms and subject to the conditions of this ------ Agreement, Stockholder hereby grants to Sprint or Sprint's designee an irrevocable option (the "Option") to purchase the Option Shares. Upon exercise of the Option and purchase of the Option Shares, Sprint shall not assume any liabilities or obligations (if any) of Stockholder related to or in connection with such Option Shares and arising prior to the Option Closing Date (as defined hereinafter). 2.2 Option Price. The purchase price payable by Sprint or its ------------ designee at the Option Closing (as hereinafter defined) for the Option Shares shall be an amount equal to $10.00 per Option Share (the "Option Price"); provided, however, if prior to the Option Closing, Sprint shall purchase any - -------- ------- shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share in excess of the Option Price or amend the merger agreement with the Company to increase the per share consideration in an amount per share in excess of the Option Price or (in either case, the "Excess Amount"), then the amount per Option Share to be paid by Sprint shall equal the sum of the Option Price plus the Excess Amount. If following the Option Closing, Sprint shall purchase any shares of the Company Common Stock, or make a tender offer for shares of the Company Common Stock, for an amount per share, or amend the merger agreement with the Company to increase the per share consideration in an amount per share, in excess of the sum of the Option Price plus, if applicable, the Excess Amount plus any other amount previously remitted pursuant to this Section 2.2 (the "Subsequent Excess Amount"), then Sprint shall forthwith remit to Stockholder an amount equal to the Subsequent Excess Amount for each Option Share purchased at the Option Closing. References in this Section 2.2 to the purchase of shares of Company Common Stock shall include such purchases pursuant to a merger agreement with the Company. 2.3 Exercise. -------- (a) Sprint or its designee shall be entitled to exercise the Option by giving written notice to Stockholder. Such notice shall specify a date (not earlier than one business day or later than three business days from the date such notice is delivered to Stockholder) and place for closing of the exercise of the Option (the "Option Closing"). Upon delivery of notice exercising the Option, the Option shall be deemed to have been exercised by Sprint or its designee irrespective of the actual date of the Option Closing (the actual date of the Option Closing is referred to hereinafter as the "Option Closing Date"). At the Option Closing, Sprint or its designee will deliver to Stockholder the Option Price (as adjusted pursuant to Section 2.2, if necessary) with respect to the Option Shares, by wire transfer of immediately available funds to an account designated in writing by Stockholder prior to the Option Closing Date. (b) Upon payment of the Option Price as provided in Section 2.3 hereof, the Stockholder shall deliver to Sprint or its designee at the Option Closing, (i) the certificates representing the Option Shares duly endorsed in blank for transfer, or accompanied by duly executed stock powers in blank, in each case with signatures guaranteed by a national bank or trust company or a member firm of the New York Stock Exchange, Inc. and (ii) all such other agreements, endorsements, assignments and other instruments as are necessary or desirable, in Sprint's sole and absolute discretion, to vest in Sprint or its designee good and marketable title to such Option Shares or to evidence of record the sale and assignment of such Option Shares to Sprint or its designee. 2.4 Option Expiration/Put Right. Except as provided below, the --------------------------- Option shall terminate and expire 10 days after the transactions contemplated by this Agreement receive approval required by the HSR Act, including early termination or lapse of the HSR Act waiting period ("HSR Approval"), if the Option has not been exercised by Sprint or its designee on or before such date (the "Expiration Date"). If the Option has not been exercised by Sprint on or before the Expiration Date, Stockholder shall have the right at such time, and for a period of 30 days thereafter, to deliver a written notice to Sprint (the "Stockholder Notice") requiring that Sprint or its designee purchase the Option Shares at the Option Price, as adjusted (if necessary), including payment of any Excess Amount or Subsequent Excess Amount that would be payable if Sprint exercised the Option, in accordance with Section 2.2 hereof (the "Put Right"). Upon the exercise by Stockholder of the Put Right, the parties hereto shall consummate the purchase and sale of the Option Shares in accordance with Section 2.3 hereof. 59. Representations and Warranties of Stockholder. Stockholder hereby --------------------------------------------- represents and warrants to Sprint, as of the date hereof and as of the Closing Date, as follows: 3.1 Ownership. Stockholder has good and marketable title to, and is --------- the sole legal and beneficial owner of the Option Shares, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever. At the Option Closing, Stockholder will transfer and convey to Sprint or its designee good and marketable title to the Option Shares, free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever created by or arising through Stockholder. 3.2 Authorization. Stockholder has all requisite power and authority ------------- to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to all of the Option Shares owned by Stockholder with no restrictions on its voting rights or rights of disposition pertaining thereto. Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms. 3.3 Stockholder Has Adequate Information. Stockholder is a ------------------------------------ sophisticated seller with respect to the Option Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Option Shares and has independently and without reliance upon Sprint and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that Sprint has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the sale of the Option Shares by Stockholder to Sprint is irrevocable, and that Stockholder shall have no recourse to the Option Shares or Sprint, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement. 3.4 Sprint's Excluded Information. Stockholder acknowledges and ----------------------------- confirms that (a) Sprint may possess or hereafter come into possession of certain non-public information concerning the Option Shares and the Company which is not known to Stockholder and which may be material to Stockholder's decision to sell the Option Shares ("Sprint's Excluded Information"), (b) Stockholder has requested not to receive Sprint's Excluded Information and has determined to sell the Option Shares notwithstanding its lack of knowledge of Sprint's Excluded Information, and (c) Sprint shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases Sprint from, any claims which Stockholder or its successors and assigns may have against Sprint (whether pursuant to applicable Option Shares, laws or otherwise) with respect to the non-disclosure of Sprint's Excluded Information; provided, however, nothing contained in this Section 3.4 shall limit - -------- ------- Stockholder's right to rely upon the express representations and warranties made by Sprint in this Agreement, or Stockholder's remedies in respect of breaches of any such representations and warranties. 60. Survival of Representations and Warranties. The respective ------------------------------------------ representations and warranties of Stockholder and Sprint contained herein shall not be deemed waived or otherwise affected by any investigation made by the other party hereto, and each representation and warranty contained herein shall survive the closing of the transactions contemplated hereby until the expiration of the applicable statute of limitations, including extensions thereof. 61. Specific Performance. Stockholder acknowledges that Sprint will be -------------------- irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to Sprint upon the breach by Stockholder of such covenants and agreements, Sprint shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements. 62. Miscellaneous. ------------- 62.1 Binding Effect. This Agreement shall be binding upon and inure -------------- to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns. 62.2 Entire Agreement. This Agreement contains the entire ---------------- understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto. 62.3 Headings. The headings contained in this Agreement are for -------- reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement. 62.4 Assignment. This Agreement may not be transferred or assigned ---------- by Stockholder but may be assigned by Sprint to any of its affiliates or to any successor to its business and will be binding upon and inure to the benefit of any such affiliate or successor. 62.5 Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement. 62.6 Notices. All notices, requests, claims, demands and other ------- communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given if so given) by delivery, telegram or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any national courier service, provided that any notice delivered as herein provided shall also be delivered by telecopy at the time of such delivery. All communications hereunder shall be delivered to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof): (a) If to Sprint: Sprint Corporation 2330 Shawnee Mission Parkway Westwood, Kansas 66205 Attention: Corporate Secretary Telecopy: (913) 624-2256 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303-1763 Attention: Bruce N. Hawthorne, Esq. Telecopy: (404) 572-5146 (b) If to Stockholder: Tudor Investment Corp. _____________________________ _____________________________ Attention: __________________ Telecopy: (___) _____________ with a copy to: _____________________________ _____________________________ _____________________________ Attention: __________________ Telecopy: (___) _____________ 62.7 Governing Law. This Agreement shall be governed by and ------------- construed and enforced in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. 62.8 Enforceability. The invalidity or unenforceability of any -------------- provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 62.9 Further Assurances. From time to time at or after the Option ------------------ Closing, at Sprint's request and without further consideration, Stockholder shall execute and deliver to Sprint such documents and take such action as Sprint may reasonably request in order to consummate more effectively the transactions contemplated hereby and to vest in Sprint good, valid and marketable title to the Option Shares, including, but not limited to, using its best efforts to cause the appropriate transfer agent or registrar to transfer of record the Option Shares. IN WITNESS WHEREOF, Sprint and Stockholder have caused this Agreement to be duly executed as of the day and year first above written. SPRINT CORPORATION By: /s/ Theodore Schell --------------------------- Name: _________________________ Title: ________________________ TUDOR INVESTMENT CORP. By: /s/ James J. Palotta --------------------------- Name: James J. Palotta ------------------------- Title: Managing Director ------------------------ 7 Stockholders Shares Held ------------ ----------- Tudor BVI Futures, Ltd. 168,100 Raptor Global Fund, L.P. 88,100 Raptor Global Fund, Ltd. 332,800 Tudor Proprietary Trading, L.L.C. 41,400 The Upper Mill Capital Appreciation 670,000 Fund Ltd. 8 -----END PRIVACY-ENHANCED MESSAGE-----