EXHIBIT 99.17(a)(1)
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
March 13, 1997
BTV Acquisition Corporation
1900 W Place, N.E.
Washington D.C. 20018
Attention: Robert L. Johnson
Liberty Media Corporation
5619 DTC Parkway
Englewood, Colorado 80111
Attention: Robert R. Bennett
Gentlemen:
You have discussed with us your intention to seek a $600 million senior
secured credit facility (the "Facility") to be made available to BTV Acquisition
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Corporation, a Delaware corporation (the "Borrower"), for the purpose of (i)
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financing the potential acquisition, through a merger (the "Acquisition"), of
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the Borrower into BET Holdings, Inc. a Delaware corporation ("Holdings"), (ii)
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paying all fees, expenses and costs in connection with the Acquisition, (iii)
refinancing the existing revolving credit facility of Black Entertainment
Television, Inc., a District of Columbia corporation ("BET"), and
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(iv) general corporate purposes. Holdings is a holding company which owns a
number of subsidiaries, including, without limitation, all of the issued and
outstanding capital stock of BET. Subject to the qualifications and conditions
set forth below, The Bank of New York Company, Inc. and BNY Capital Markets,
Inc. are highly confident as of the date of this letter that they, directly or
through any of their affiliates, could successfully arrange and fully syndicate
the Facility.
Our expression of confidence is subject to the following qualifications
and conditions. First, the Facility would have to be on terms and conditions,
including, without limitation, pricing and fees and covenants, including maximum
leverage and coverage ratios, that in our view are appropriate for a Facility of
this size, type and purpose and that are satisfactory to us. Second, the
Acquisition would have to be structured on terms and conditions satisfactory to
us, including, without limitation, the purchase price on both a per share and
aggregate basis. Third, the results of our due diligence with respect to the
Acquisition, the Facility, the Borrower, Holdings and all of its subsidiaries,
including, without limitation, BET, which due diligence has not yet commenced,
would have to be satisfactory to us. Fourth the capital structure of the
Borrower, Holdings and BET would have to be on terms and conditions satisfactory
to us. Fifth, the documentation for the Facility and the Acquisition would have
to be satisfactory to us. Sixth, no material adverse change shall have occurred
in the market for senior-debt financings. Seventh, no material adverse change
(including, without limitation, arising from any litigation or other proceeding,
now existing or hereafter commenced) shall have occurred in the financial
condition, business, operations, property or prospects of the Borrower, Holdings
or any subsidiaries of Holdings, including, without limitation, BET. Eighth, no
competing financing to the Borrower, Holdings or any subsidiaries or Holdings,
including, without limitation, BET, will be offered or arranged. Ninth, no
change or proposed change in law shall have occurred that could materially and
adversely affect the Facility, the Acquisition or the economic consequences
thereof.
Without in any way limiting the foregoing, we should emphasize to you
that this is not, and should not be construed as, a commitment. Any commitment
that we or any of our affiliates might provide in connection with the Facility
or the Acquisition would only be provided after internal credit approval is
obtained in respect thereof and would be provided pursuant to a written
agreement separate from this letter.
We shall have the right to review and approve all public announcements
and filings relating to the transactions contemplated hereby that refer,
directly or indirectly, to us or to this letter before they are made (such
approval not to be unreasonably withheld), provided that you and BET 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.
You should be aware that other companies with interests that may conflict
with yours may be or become customers of us or our affiliates, and we or our
affiliates may be providing, or in the future may provide, financing or other
services to them.
Except as required by law or unless we otherwise consent in writing, you
are not authorized to show or circulate this letter, or disclose any of the
contents hereof, to any other person or entity other than your legal and
financial advisors and the board of directors of Holdings and their legal and
financial advisors, in each case solely in connection with the Facility and the
Acquisition, each of whom shall be similarly restricted.
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This letter shall not become effective until it has been accepted by you,
such acceptance to be effected by your countersigning and returning this letter,
accompanied by your payment of the fee referred to in the fee letter of even
date herewith accompanying this letter, to the undersigned no later than
Wednesday, March 18, 1998.
Very truly yours,
THE BANK OF NEW YORK COMPANY, INC.
By: /s/ Kalpana Raina
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BNY CAPITAL MARKETS, INC.
By: /s/ Torry Berntsen
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ACCEPTED AND AGREED:
BTV ACQUISITION CORPORATION
By: /s/ Robert L. Johnson
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Name: Robert L. Johnson
Title: President
LIBERTY MEDIA CORPORATION
By: /s/ Robert R. Bennett
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Name: Robert R. Bennett
Title: President
Date: March 15, 1998
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