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EXHIBIT 10.15
February 28, 1997
Sunrise Television Partners, L.P. (the "Partnership")
Sunrise Television Corp.
STC Broadcasting, Inc. ("STC")
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Re: Xxxxx Acquisition Company, a Delaware corporation
(the "Company")
Gentlemen:
This letter will confirm that at such time, if ever, as the
990 shares of Convertible Nonvoting Stock issued by the Company to STC
Broadcasting, Inc. ("STC") are converted, in accordance with the applicable
provisions of the Company's Articles, into 990 shares of Voting Stock of the
Company, the undersigned shall cooperate fully to cause (i) the 10 shares of
Voting Stock held by the undersigned in the Company, which shares would then
represent only 1% of the total outstanding Voting Stock of the Company to be
redeemed or extinguished (through merger with STC), with any amounts received
therefor to be netted out of distributions otherwise payable to SBP II, L.P. as
a holder of Class A Interests in the Partnership; and (ii) the merger of the
Company with and into STC. The undersigned further agrees that it shall not
take any action to amend the Articles to affect adversely the Convertible
Nonvoting Stock without the consent of the holders of the Convertible Nonvoting
Stock.
Capitalized terms used herein and not otherwise defined shall
have the meaning given to same in the Articles of Incorporation of the Company,
as amended by Certificate of Amendment, dated February 25, 1997 (the
"Articles").
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The undersigned acknowledges that you are relying on this
letter in making your investment in the Company and the addressees of this
letter.
Very truly yours,
XXXXX BROADCASTING PARTNERS, L.P.
By: Xxxxx Broadcasting Group, Inc.
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx
Vice President
SBP II, L.P.
By: Xxxxx Broadcasting Group, Inc.
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx
Vice President
XXXXX ACQUISITION COMPANY
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx
Vice President
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