EXHIBIT 11
AGREEMENT
AGREEMENT dated as of June 16, 1998, by and Among UBS Capital II LLC
("Capital II") and Xxxxxx X. Xxxxxxxxx ("Xxxxxxxxx").
WHEREAS, Xxxxxxxxx is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Xxxxxxxxx wishes to transfer to Capital II the economic interest
in the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Xxxxxxxxx, Xxxxxxxxx hereby (1) transfer to Capital II any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Capital II, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Capital II.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS Capital II LLC
By:/S/ XXXX XXXXX
-----------------------
By:/S/ XXXXXXX XXXXXX
-------------------
/S/ XXXXXX XXXXXXXXX
----------------------
Xxxxxx X. Xxxxxxxxx
Page 28 of 30 pages.
