EXHIBIT 3
As of June 27, 1996
Blackstone Capital Partners II
Merchant Banking Fund X.X.
Xxxxxxxxxx Offshore Capital
Partners II X.X.
Xxxxxxxxxx Family Investment
Partnership II L.P.
Gentlemen:
Reference is hereby made to that certain Agreement dated as of October 27,
1994 (the "Agreement") by and among each of you, Xxxxxxx Xxxxxxxx, Xxxxxx
Xxxxxxxx and People's Choice TV Corp. ("PCTV").
This letter is delivered to you by the undersigned stockholders of Xxxx
Communications Corp. ("Xxxx XX") in confirmation of our agreements as follows:
1. Effective upon consummation of the merger of Xxxx XX with
and into PCTV, with PCTV as the surviving corporation (the "Merger"), each of
the undersigned stockholders of Xxxx XX joins in and becomes a party to the
Agreement as an "Oristano" thereunder for all purposes thereof as fully as if
each of the undersigned stockholders had been an "Oristano" as an original
signatory thereto.
2. The undersigned stockholders of Xxxx XX jointly and
severally represent and warrant to you that, in the aggregate, they own of
record, immediately prior to consummation of the Merger, all of the issued and
outstanding shares of capital stock of Xxxx XX.
3. Notwithstanding the changes to the Agreement provided in paragraph 1
above, the parties hereto agree that the provisions contained in Exhibit B to
the Agreement ("Exceptions to Transfer Restrictions") shall not be altered
hereby to permit transfers of PCTV's common stock in excess of the aggregate
limitations contained in such Exhibit B prior to the execution and delivery of
this instrument.
This letter may be executed in any number of counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
Very truly yours,
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Trust dated May 3, 1983 f/b/o Xxxxx Xxxxxx
Xxxxxxxx
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Trustee
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Trustee
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Trustee
[Signatures Continued]
2
Trust dated May 3, 1983 f/b/o Xxxxx Xxxx
Xxxxxxxx
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Trustee
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Trustee
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Trustee
Xxxx and Xxxxxx Xxxxxxxx Irrevocable Gifting
Trust under Agreement dated December 28, 1995
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Xx., Trustee
Marital Trust under Article III.B.1 of the Xxxx
X. Xxxxxxxx Revocable Trust under
Agreement dated March 1, 1996
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Trustee
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, Trustee
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