<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 5)
BET Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $.02 per share
(Title of Class of Securities)
086585-10-6
(CUSIP Number)
<TABLE>
<S> <C> <C>
Stephen M. Brett, Esq. Frederick H. McGrath, Esq. Howard V. Sinclair, Esq.
Senior Vice President Baker & Botts, L.L.P. Arent, Fox, Kintner,
and General Counsel 599 Lexington Avenue Plotkin & Kahn
Tele-Communications, Inc. New York, New York 10022-6030 1050 Connecticut Avenue, N.W.
5619 DTC Parkway (212) 705-5000 Washington, D.C. 20036-5339
Englewood, CO 80111 (202) 857-6000
(303) 267-5500
</TABLE>
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 15, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
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 purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
*NOTE: THIS STATEMENT CONSTITUTES AMENDMENT NO. 5 OF THE REPORTING GROUP
SCHEDULE 13D AND ALSO CONSTITUTES AMENDMENT NO. 11 OF A REPORT ON
SCHEDULE 13D OF ROBERT L. JOHNSON AND AMENDMENT NO. 6 OF A REPORT ON
SCHEDULE 13D OF TELE-COMMUNICATIONS, INC.
<PAGE>
CUSIP No. 086585-10-6
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Robert L. Johnson
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [_]
(3) SEC Use Only
(4) Source of Funds
BK, OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
United States
Number of (7) Sole Voting Power 0 shares
Shares
Beneficially (8) Shared Voting Power 10,669,303 shares*
Owned by
Each (9) Sole Dispositive Power 0 shares
Reporting
Person (10) Shared Dispositive Power 10,669,303 shares*
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,669,303 shares*
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[_]
(13) Percent of Class Represented by Amount in Row (11)
62.8%
Assumes conversion of all shares of Class B Common Stock and Class C
Common Stock beneficially owned by the Reporting Persons into shares
of Class A Common Stock. Because each share of Class B Common Stock
and Class C Common Stock generally is entitled to ten votes per share
while the Class A Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities
of the Company representing approximately 92.0% of the voting power of
the Company.
(14) Type of Reporting Person (See Instructions)
IN
____________________
* Includes 110,600 shares beneficially owned by Mr. Johnson's spouse, as to
which shares the Reporting Persons disclaim beneficial ownership.
Page 2 of 9 Pages
<PAGE>
CUSIP No. 086585-10-6
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Tele-Communications, Inc.
84-1260157
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [_]
(3) SEC Use Only
(4) Source of Funds
BK, OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of (7) Sole Voting Power 0 shares
Shares
Beneficially (8) Shared Voting Power 10,669,303 shares*
Owned by
Each (9) Sole Dispositive Power 0 shares
Reporting
Person (10) Shared Dispositive Power 10,669,303 shares*
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,669,303 shares*
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [_]
(13) Percent of Class Represented by Amount in Row (11)
62.8%
Assumes conversion of all shares of Class B Common Stock and Class C
Common Stock beneficially owned by the Reporting Persons into shares
of Class A Common Stock. Because each share of Class B Common Stock
and Class C Common Stock generally is entitled to ten votes per share
while the Class A Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities
of the Company representing approximately 92.0% of the voting power
of the Company.
(14) Type of Reporting Person (See Instructions)
CO
____________________
* Includes 110,600 shares beneficially owned by Mr. Johnson's spouse, as to
which shares the Reporting Persons disclaim beneficial ownership.
Page 3 of 9 Pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Statement of
ROBERT L. JOHNSON
and
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d)
of the Securities Exchange Act of 1934
in respect of
BET HOLDINGS INC.
This Report on Schedule 13D relates to the Class A common stock, par
value $.02 per share (the "Class A Stock"), of BET Holdings, Inc., a Delaware
corporation (the "Company"). The Report on Schedule 13D originally filed by the
Reporting Group (as defined below) on September 16, 1997 as amended and
supplemented by the amendments thereto previously filed with the Commission
(collectively, the "Reporting Group Schedule 13D") is hereby amended and
supplemented to include the information contained herein, and this Report
constitutes Amendment No. 5 to the Reporting Group Schedule 13D. The Report on
Schedule 13D originally filed by Robert L. Johnson ("Johnson") on November 12,
1991, as amended and supplemented by the amendments thereto previously filed
with the Commission (collectively, the "Johnson Schedule 13D"), is hereby
amended and supplemented to include the information contained herein, and this
Report constitutes Amendment No. 11 to the Johnson Schedule 13D. In addition,
the Report on Schedule 13D originally filed by Tele-Communications, Inc., a
Delaware corporation ("TCI"), on August 15, 1994, as amended and supplemented by
the amendments thereto previously filed with the Commission (collectively, the
"TCI Schedule 13D"), is hereby amended and supplemented to include the
information contained herein, and this Report constitutes Amendment No. 6 to the
TCI Schedule 13D. Johnson and TCI (each, a "Reporting Person") constitute a
"group" for purposes of Rule 13d-5 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), with respect to their respective beneficial
ownership of the Class A Stock and are collectively referred to as the
"Reporting Group." The Johnson Schedule 13D, the TCI Schedule 13D, and the
Reporting Group Schedule 13D, are collectively referred to as the "Schedule
13D." Capitalized terms not otherwise defined herein have the respective
meanings ascribed thereto in the Reporting Group Schedule 13D.
Page 4 of 9 Pages
<PAGE>
The summary description contained in this Report of the Commitment
Letter (as defined) is qualified in its entirety by reference to the complete
text of such document filed as an exhibit hereto and incorporated herein by
reference. Information contained herein with respect to each Reporting Person
and its executive officers, directors and controlling persons is given solely by
such Reporting Person, and no other Reporting Person has responsibility for the
accuracy or completeness of information supplied by such other Reporting Person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information set forth in Item 3 of the Johnson Schedule 13D, the
TCI Schedule 13D and the Reporting Group Schedule 13D is hereby amended and
supplemented by adding the following information thereto:
In accordance with the terms of the Merger Agreement, on May 15, 1998,
BTV Acquisition Corporation (the "Buyer"), a corporation wholly owned by Robert
L. Johnson and Liberty Media Corporation ("Liberty"), delivered to the Company a
commitment letter dated May 15, 1998, as amended as of May 20, 1998
(collectively, the "Commitment Letter"). Pursuant to the Commitment Letter, but
subject to the conditions set forth therein, (i) The Bank of New York (the
"Bank") has agreed to act as administrative agent (in such capacity, the
"Agent") for a proposed senior secured revolving credit and term loan facilities
aggregating up to $625,000,000 (collectively, the "Facilities") for the purpose
of providing the Financing for the Merger, (ii) The Bank of New York Company,
Inc. ("BNYCO") has agreed to participate up to the full amount in the Facilities
and (iii) BNY Capital Markets, Inc. ("BNY Capital Markets" and together with
BNYCO and the Bank, the "BNY Group") has agreed to act as the sole arranger of
the Facilities and to syndicate the Facilities. The BNY Group and the Buyer
currently expect that the BNY Group will syndicate a portion of the Facilities
to other banks or financial institutions (the "Lenders"). The proceeds of the
Facilities will be used (i) to pay the Merger Consideration, (ii) to pay
expenses of the Merger, (iii) for general corporate purposes, including the
repurchase of employee-owned stock options, and (iv) to refinance certain
existing indebtedness of the Company, Black Entertainment Television, Inc., a
wholly owned subsidiary of the Company ("BET"), the Buyer and certain principals
of the Buyer. The BNY Group's obligations under the Commitment Letter are
subject to (i) the negotiation and execution of a definitive credit agreement in
respect of the Facilities (the "Credit Agreement") and related documents that
are satisfactory in form and substance to the BNY Group and the Buyer, (ii) the
absence of any material adverse change in the condition (financial or
otherwise), business, assets, properties, prospects, operations, performance or
current capital structure of the Buyer, the Company, BET, BET Satellite
Services, Inc. or any of the direct or indirect subsidiaries of the Company from
that described to the BNY Group in the information previously delivered to the
BNY Group, (iii) verification by the BNY Group of the information previously
provided to the BNY Group, (iv) the satisfaction of the BNY Group with certain
due diligence matters concerning the Merger and the Buyer, the Company, BET, BET
Satellite Services, Inc. and the direct and indirect subsidiaries of the Company
and such aspects of their business that the BNY Group chooses to investigate,
(v) the absence of any change or proposed change in law that could materially
and adversely affect the Facilities, the Merger or the economic consequences
Page 5 of 9 Pages
<PAGE>
thereof, and (vi) the absence of any material adverse change in the financial
markets and in the market for senior debt financing.
The Commitment Letter contemplates that the definitive Credit Agreement
will contain terms and conditions which are customary in transactions of this
type, including, without limitation, the following:
Borrower. The initial borrower under the Facilities will be the
--------
Buyer. Upon the consummation of the Merger, the Company, as the surviving
corporation in the Merger (the "Surviving Corporation"), will become the obligor
under the Credit Agreement. Immediately following the Merger, BET will replace
and assume all of the obligations and liabilities of the Surviving Corporation
under the Credit Agreement. The obligor under the Credit Agreement at any
particular time is referred to as the "Borrower."
Interest Rate. Amounts outstanding under the Facilities will bear
-------------
interest, at the option of the Borrower, at a rate per annum equal to either:
(i) the London interbank offered rate (adjusted for actual reserves) ("LIBOR")
or (ii) the Alternate Base Rate, in each case, plus the Applicable Margin. The
"Alternate Base Rate" or "ABR" is defined as the greater of (x) the Bank's
prime commercial lending rate as publicly announced from time to time, and (y)
0.50% plus the federal funds rate (as published by the Federal Reserve Bank of
New York).
The Applicable Margin with respect to ABR loans and LIBOR loans will
be based upon the Total Leverage Ratio, which is defined as the ratio of (i)
total debt of the Company and its subsidiaries on a consolidated basis
(including capitalized leases) to (ii) EBITDA (as defined).
Term. Borrowings under the Facilities will be amortized, and
----
commitments with respect to drawings under the Facilities will be
correspondingly reduced, over the eight year term of the Facilities in
accordance with an agreed schedule.
Guarantors. All of the Borrower's obligations under the Facilities
----------
will be fully and unconditionally guaranteed by the Company, BET Satellite
Services, Inc. and all of the direct and indirect wholly owned subsidiaries of
the Borrower at closing and in the future (collectively, the "Guarantors") .
Security. The Facilities will be secured by a first priority security
--------
interest in (i) all of the stock of the Borrower and its subsidiaries and (ii)
all intercompany notes owed to the Borrower and the Guarantors.
Conditions. The obligations of the Lenders under the Credit Agreement
----------
to provide the initial advances pursuant to the Facilities will be subject to
usual and customary conditions for credit facilities of that size, type and
purpose, including, without limitation, the following: (i) no material adverse
change in the financial condition, operations, business or prospects of the
Borrower or the Guarantors, individually or taken as a whole, since January 31,
1998; (ii) delivery by the Borrower and
Page of 6 of 9 Pages
<PAGE>
the Guarantors of such financial statements and other information as
the Agent shall require, all of which shall be in all respects reasonably
satisfactory to the Agent; (iii) no material undisclosed liabilities (contingent
or otherwise) including, without limitation, pension liabilities, post-
retirement healthcare benefits and litigation; (iv) absence of material
litigation; (v) receipt of financial projections reasonably satisfactory to the
Agent in all respects; (vi) consummation of the Merger in a manner satisfactory
to the Agent and its counsel; and (vii) cancellation of, and repayment of all
obligations under, the Company's existing credit facility with the Bank.
Covenants and Events of Default. The Credit Agreement will contain
-------------------------------
affirmative and negative covenants and events of default, in each case which are
customary for credit facilities that size, type and purpose. Such affirmative
and negative covenants will, among other matters, limit certain activities of
the Borrower and require it to satisfy certain ongoing financial requirements.
Such events of default will include, among other matters, an event of default
upon a change in control (as defined) of the Company following the Merger.
Expiration. The obligations of the BNY Group under the Commitment
----------
Letter will expire and terminate automatically if loan documentation
satisfactory in form and substance to the BNY Group, the Company and their
respective counsel is not executed on or before September 30, 1998.
ITEM 4. PURPOSE OF TRANSACTION
The information set forth in Item 4 of the Johnson Schedule 13D, the
TCI Schedule 13D and the Reporting Group Schedule 13D is hereby amended and
supplemented by adding the following information thereto:
On May 6, 1998, the Federal Trade Commission informed the Company and
TCI that their request had been granted for early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, with respect to the proposed Merger.
The information set forth in Item 3 of this Schedule 13D is hereby
incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
9. Composite Copy of Financing Commitment Letter, dated May 15, 1998, as
amended May 20, 1998.
Page 7 of 9 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 22, 1998
/s/ Robert L. Johnson
_________________________________
Robert L. Johnson
TELE-COMMUNICATIONS, INC.
/s/ Stephen M. Brett
By:______________________________
Name: Stephen M. Brett
Title: Executive Vice President
and General Counsel
Page 8 of 9 Pages
<PAGE>
EXHIBIT INDEX
Seq. Pg. No.
1. Joint Filing Agreement between Robert L. Johnson and Tele-
Communications, Inc. regarding joint filing of Schedule 13D.*
2. Letter, dated September 10, 1997, from Robert L. Johnson
and Liberty Media Corporation to the Board of Directors of
the Company.*
3. Letter, dated September 19, 1997, from Robert L. Johnson and
Liberty Media Corporation to Delano E. Lewis, the sole member
of the Special Committee of the Board of Directors of the
Company.*
4. Letter Agreement between Robert L. Johnson and Liberty Media
Corporation.*
5. Press Release of the Company, dated January 23, 1998.*
6. Letter, dated March 13, 1998, from The Bank of New York Company,
Inc. and BNY Capital Markets, Inc. to BTV Acquisition Corporation
and Liberty Media Corporation.*
7. Press Release of Robert L. Johnson and Liberty Media Corporation.*
8. Letter Agreement, dated March 15, 1998, between Robert L.
Johnson and Liberty Media Corporation.*
9. Composite Copy of Financing Commitment Letter, dated May 15, 1998, as
amended May 20, 1998.
* Previously filed.
Page 9 of 9 Pages
<PAGE>
EXHIBIT 9
(COMPOSITE COPY)
THE BANK OF NEW YORK
ONE WALL STREET
NEW YORK, NEW YORK 10286
THE BANK OF NEW YORK COMPANY, INC.
ONE WALL STREET
NEW YORK, NEW YORK 10286
BNY CAPITAL MARKETS, INC.
ONE WALL STREET
NEW YORK, NEW YORK 10286
May 15, 1998
BTV Acquisition Corporation
1900 W Place, N.E.
Washington D.C. 20018
Attention: Robert L. Johnson
Gentlemen/Ladies:
Based upon recent discussions between The Bank of New York (the "Bank"),
The Bank of New York Company, Inc. ("BNYCO") and BNY Capital Markets, Inc. ("BNY
Capital Markets") (each a "BNY Group Member" and, collectively, the "BNY
Group"), and you, and relying upon the information which you have previously
provided to the BNY Group, (i) the Bank is pleased to confirm its willingness to
act as administrative agent for a proposed $625,000,000 senior secured revolving
credit and term loan facilities (collectively, the "Facility") for BTV
Acquisition Corporation, a Delaware corporation (the "Company"), for the purpose
of financing the acquisition, through a merger (the "Acquisition"), of the
Company into BET Holdings, Inc., a Delaware corporation ("BET Holdings"), (ii)
BNYCO is pleased to confirm its willingness to participate up to the full amount
in the Facility, and (iii) BNY Capital Markets is pleased to confirm its
willingness to be the sole arranger of the Facility and syndicate the Facility,
in each case subject to the conditions set forth in this Commitment Letter. The
Facility would be provided pursuant to a credit agreement which would contain
terms, conditions of lending, funding and yield protections, representations and
warranties, covenants, events of default and other provisions customary for
facilities of this size, type and purpose, including, without limitation, the
terms and conditions set forth on the Summary of Proposed Terms and Conditions
attached hereto (the "Term Sheet"). This Commitment Letter, the fee letter,
dated the date hereof, from the Bank Group to the Company (the "Fee Letter"),
and the Term Sheet are sometimes hereinafter referred to collectively as the
"Commitment Documents".
The Bank's willingness to act as administrative agent for the Facility,
BNYCO's willingness to participate in the Facility, and BNY Capital Markets
willingness to arrange the Facility are subject to (i) the negotiation and
execution of a credit agreement (as described above) and related documents that
are satisfactory in form and substance to the BNY Group, the Company and their
respective counsel, (ii) the absence of any material adverse change in the
condition (financial or otherwise), business, assets, properties, prospects,
operations, performance or current capital structure of the Company, BET
Holdings, BET Television, Inc., BET Satellite Services, Inc. or any of the
direct or indirect subsidiaries of BET Holdings from that described to the BNY
Group in the information
<PAGE>
previously delivered to the BNY Group, (iii) verification by the BNY Group of
the information you have previously provided to the BNY Group, (iv) the
satisfaction of the BNY Group and its counsel with their legal due diligence
concerning the Acquisition and the Company, BET Holdings, BET Television, Inc.,
BET Satellite Services, Inc. and the direct and indirect subsidiaries of BET
Holdings and such legal matters relating to aspects of their business that the
BNY Group or its counsel chooses to investigate, (v) the absence of any change
or proposed change in law that could materially and adversely affect the
Facility, the Acquisition or the economic consequences thereof and (vi) the
absence of any material adverse change in the financial markets and in the
market for senior debt financing.
By executing this Commitment Letter, you agree to indemnify and hold
harmless the Bank in its capacity as administrative agent, each of the
participating lenders (including BNYCO), BNY Capital Markets and each of their
respective officers, directors, employees, affiliates, agents and controlling
persons (each an "Indemnified Party") from and against any and all losses,
claims, damages and liabilities to which any such Indemnified Party may become
subject arising out of or in connection with any claim, litigation,
investigation or proceeding made or commenced by or on behalf of any person
(other than the Company) relating to the Commitment Documents, the Facility
(including the use of the proceeds thereof), the Acquisition or any related
transaction, whether or not any Indemnified Party is a party thereto, and to
reimburse each Indemnified Party upon demand for all legal and other expenses
incurred in connection with investigating or defending any of the foregoing;
provided that the foregoing indemnity will not, as to any Indemnified Party,
apply to losses, claims, damages, liabilities or related expenses to the extent
arising from the willful misconduct or gross negligence of such Indemnified
Party.
By executing this Commitment Letter, you agree with the BNY Group as
follows: (i) neither the Company nor the BNY Group will make any claim against
(a) any Indemnified Party, in the case of the Company, and (b) the Company or
any of its officers, directors, employees, affiliates, agents or controlling
persons, in the case of the BNY Group, in each case for any special, indirect or
consequential damages in respect of any breach or wrongful conduct (whether the
claim therefor is based on contract, tort or duty imposed by law) in connection
with, arising out of, or in any way related to, the transactions contemplated
and the relationship established by the Commitment Documents, or any act,
omission or event occurring in connection therewith, and (ii) each of the
Company and the BNY Group waives, releases and agrees not to sue upon any such
claim for any such damages, whether or not accrued and whether or not known or
suspected, to exist in its favor.
You acknowledge that each BNY Group Member may have shared, and may in the
future share, in accordance with its standard procedures regarding
confidentiality, nonpublic information concerning the Company, BET Holdings,
Inc., BET Television, Inc., BET Satellite Services, Inc., and their respective
affiliates with each other and with their other affiliates. By your execution
of this Commitment Letter, you consent and agree to such sharing.
You agree that the Commitment Documents are for your confidential use only
and will not, without the prior consent of the BNY Group, be disclosed by you or
any of your representatives to any person other than your accountants, attorneys
and other advisors, and then only in connection with the transactions
contemplated hereby and only on a confidential basis, except that, following
your acceptance of the Commitment Documents, you may make such disclosures of
the terms and conditions hereof as you are required by law to make.
-2-
<PAGE>
The BNY Group and you shall each have the right to review and approve all
public announcements and filings relating to the transactions contemplated
hereby that refer, directly or indirectly, to the other or to the Commitment
Documents before they are made (such approval not to be unreasonably withheld),
provided that you and BET Holdings may name us and make reference to factual
matters concerning us in a press release and filings made by you in connection
with the Acquisition and may file a copy of this Commitment Letter and the Term
Sheet as may be required by law.
The Commitment Documents shall not be assignable by you and may not be
amended or any provision thereof waived or modified except by a document in
writing signed by you and the BNY Group.
You hereby knowingly, voluntarily and intentionally waive any right you may
have to a trial by jury in respect of any litigation arising out of, under or in
connection with the Commitment Documents or the transactions contemplated
thereby.
The Commitment Documents shall automatically expire if not accepted by you
on or before 11:59 P.M. (New York City time) on the date hereof. Please
indicate your acceptance of the Commitment Documents and your agreement to the
terms thereof by signing the enclosed copy of this Commitment Letter and the Fee
Letter and returning them to the Bank. By so doing, you will be deemed to have
agreed as follows:
A. You (i) will provide sufficient information, in form and
substance acceptable to the BNY Group, for the preparation of an information
package describing the Facility, the Acquisition and the Company, BET Holdings,
BET Television, Inc., BET Satellite Services, Inc. and the direct and indirect
subsidiaries of BET Holdings, (ii) consent to the establishment by BNY Capital
Markets of a syndicate of, and the distribution by BNY Capital Markets (on a
confidential basis) of the aforesaid information package and other information
to, interested lenders, and (iii) will (and will cause your management, and will
use your best reasonable efforts to cause the management of BET Holdings, to)
take an active role in the syndication process (including, without limitation,
cooperating in the establishment of a group of co-agents and co-documentation
agents, attending bank meetings and holding yourselves available to answer
questions during the syndication process);
B. Neither the Company, BET Holdings, BET Television, Inc., BET
Satellite Services, Inc. nor any of the direct or indirect subsidiaries of BET
Holdings will, prior to the date of closing of the Facility, syndicate or
privately place any debt or credit facilities which, in the reasonable opinion
of BNY Capital Markets, might have a detrimental effect on the syndication of
the Facility; and
C. You will pay all out-of-pocket fees and expenses incurred by the
BNY Group in connection with the syndication of, and the negotiation and
preparation of the Commitment Documents and the loan documentation relating to,
the Facility (including, without limitation, costs and expenses in connection
with the BNY Group's due diligence investigations and fees and expenses of the
BNY Group's counsel), whether or not the loan documentation is finalized or the
syndication is completed and whether or not the Facility is extended or other
financial accommodations are made, and regardless of the reasons for which such
documentation is not finalized or the syndication is not completed or the
Facility is not extended or other financial accommodations are not made.
-3-
<PAGE>
Even if accepted in accordance with the provisions of the previous
paragraph, the obligations of the BNY Group under this Commitment Letter shall
expire and terminate automatically, without further act or condition and
regardless of cause or circumstance, if loan documentation satisfactory in form
and substance to the BNY Group, the Company and their respective counsel is not
executed on or before September 30, 1998.
The Commitment Documents set forth the entire understanding of the parties
hereto as to the scope of the obligations of the parties thereto and supersede
all prior agreements, representations and understandings, if any, relating to
the subject matter thereof.
The Commitment Documents shall be governed by, and construed in accordance
with, the laws of the State of New York.
Very truly yours,
THE BANK OF NEW YORK
By: /s/ Wade E. Layton
----------------------
Name: Wade E. Layton
Title: Vice President
THE BANK OF NEW YORK COMPANY,
INC.
By: /s/ Brendan T. Nedzi
________________________
Name: Brendan T. Nedzi
Title: Authorized Signer
BNY CAPITAL MARKETS, INC.
By: /s/ Jeffrey D. Landau
----------------------
Name: Jeffrey D. Landau
Title: Managing Director
Accepted and agreed:
BTV ACQUISITION CORPORATION
By: /s/ Robert L. Johnson
-----------------------
Name: Robert L. Johnson
Title: President
Date: May 15, 1998
-4-
