<PAGE> 1
Exhibit 4.4
August 30, 2000
Sunrise Television Partners, L.P. (the "Partnership")
720 Second Avenue South, Suite 420
St. Petersburg, Florida 33701
Re: Sunrise Television Corp., a Delaware corporation (the "Company")
Gentlemen:
This letter confirms that at such time, if ever, as the 891,499 shares
of Class B Common Stock, par value $.01 per share ("Nonvoting Stock"), of the
Company held by the Partnership after completion of the proposed
recapitalization of the Company are converted, in accordance with the
applicable provisions of the Company's Articles (as defined below), into
891,499 shares of Class A Common Stock, par value $.01 per share ("Voting
Stock"), of the Company, the undersigned shall cooperate fully to cause the 1
share of Voting Stock held by Smith Broadcasting Partners, L.P., a Delaware
limited partnership, after completion of the proposed recapitalization of the
Company, which share would then represent less than 1% of the total outstanding
Voting Stock of the Company, to be redeemed, repurchased, or extinguished, with
any amounts received therefor to be netted out of distributions otherwise
payable to Smith Broadcasting Group, Inc., Sandy DiPasquale, John Purcell and
David Fitz as holders of Class B Interests in the Partnership.
Capitalized terms used herein and not otherwise defined shall have the
meaning given to same in the Second Amended and Restated Articles of
Incorporation of the Company, to be filed with the Secretary of State of the
State of Delaware on the date hereof (the "Articles").
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,
SMITH BROADCASTING PARTNERS, L.P.
By: Smith Broadcasting Group, Inc.,
Its General Partner
By: /s/ David A. Fitz
---------------------------------------
David A. Fitz
Chief Financial Officer and
Executive Vice President
SUNRISE TELEVISION CORP.
By: /s/ David A. Fitz
---------------------------------------
David A. Fitz
Chief Financial Officer
SMITH BROADCASTING GROUP, INC.
By: /s/ David A. Fitz
---------------------------------------
David A. Fitz
Chief Financial Officer
/s/ Sandy DiPasquale
-----------------------------------
Sandy DiPasquale
/s/ John Purcell
-----------------------------------
John Purcell
/s/ David A. Fitz
-----------------------------------
David A. Fitz
