EX-4.40 23 c19172exv4w40.htm EXHIBIT 4.40 Exhibit 4.40
Exhibit 4.40
TERM SHEET
LONG TERM CREDIT AGREEMENT
The following are the main terms and conditions pursuant to which Grupo Televisa, S.A.B. (“Grupo Televisa”) and Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander (“Santander”), entered into a credit agreement dated March 30, 2011 (the “Loan Agreement”).
     
TYPE OF TRANSACTION:
  Long term loan (the “Loan”)
 
    
BANK:
  Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander
 
    
BORROWER:
  Grupo Televisa, S.A.B.
 
    
USE OF PROCEEDS:
  General corporate purposes
 
    
GUARANTIES:
  None
 
    
AGGREGATE AMOUNT:
  Ps.$2,000,000,000 (Two Thousand Million Pesos 00/100)
 
    
DISBURSEMENT DATE:
  March 30, 2011
 
    
TERM:
  5 (five) years. The Loan Agreement matures on March 30, 2016
 
    
MATURITY DATES:
  The Aggregate Amount to be paid on March 30, 2016
 
    
INTEREST RATE:
  Fixed annual interest rate equal to 8.12% payable on a monthly basis
 
    
COVENANTS:
  As long as the Loan is outstanding and until payment in full of the Aggregate Amount, Grupo Televisa assumed, among others, the following covenants:
 
    
 
  (a) Compliance with applicable laws and tax payments;
 
    
 
  (b) Existence and business conduct;
 
    
 
  (c) Disclosure obligations;
 
    
 
  (d) Insurance;
 
    
 
  (e) Accounting;
 
    
 
  (f) Inspection rights;
 
    
 
  (g) Compliance with obligations; and
 
    
 
  (h) Use of proceeds.

 

 

 

     
RESTRICTIVE COVENANTS:
  Pursuant to the Loan Agreement, Grupo Televisa assumed certain restrictive covenants that limit its ability to:
 
    
 
  (a) Consummate (or permit that its Significant Subsidiaries (as such term is defined in the Loan Agreement) consummate) mergers, spin-offs, liquidations or dissolutions;
 
    
 
  (b) Transfer fixed assets; and
 
    
 
  (c) Incur liens.
 
    
FINANCIAL RATIOS:
  As long as the Loan is outstanding and until payment in full of the Aggregate Amount, Grupo Televisa shall maintain the following financial ratios:
 
    
 
  Leverage Ratio: Grupo Televisa will not at any time permit the ratio of (i) total consolidated debt to (ii) Consolidated EBITDA at the end of any period of 4 (four) consecutive calendar quarters to be greater than 4.00 to 1.00
 
    
 
  Interest Coverage Leverage: Grupo Televisa will not at any time, permit the Interest Coverage (Consolidated EBITDA to consolidated interest expense in any period of 4 (four) consecutive calendar quarters) to be less than 1.50 to 1.00
 
    
 
  For the aforementioned financial ratios, Consolidated EBITDA means, for any period until payment of the Aggregate Amount, the sum of the amounts for such period of consolidated operating income of Grupo Televisa and its subsidiaries for such period, before depreciation and amortization and other non recurring expenses or net income.
 
    
EVENTS OF DEFAULT:
  Grupo Televisa shall be deemed to be in default upon the occurrence of, among others, any of the following events:
 
    
 
  (a) Default in payment when due of Loan;
 
    
 
  (b) False or misleading representations, warranties or certifications made under the Loan Agreement;
 
    
 
  (c) Default in payment, when due, of any principal or interest, of any indebtedness in the aggregate principal amount of US$100,000,000;
 
    
 
  (d) Inability to pay its debts as they become due;
 
    
 
  (e) Any governmental authority takes action to condemn, seize, nationalize or appropriate any substantial portion of the Company’s assets;

 

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  (f) Any license, consent, authorization, concession, registration or approval at any time necessary to enable Grupo Televisa to comply with any of its obligations under the Loan Agreement is revoked;
 
    
 
  (g) Grupo Televisa fails to observe or perform certain covenants, conditions or agreements and such default continues unremedied for a period of 30 (thirty) or more days after notice thereof by Santander to Grupo Televisa;
 
    
 
  (h) If any event or condition occurs and as determined by Santander in good faith, has or may have a substantial adverse effect on the ability of Grupo Televisa or its Significant Subsidiaries to pay the credit or comply with the obligations resulting from the Loan Agreement or its promissory note and such effect is not remedied within 15 (fifteen) calendar days from the date in which Santander notifies Grupo Televisa;
 
    
 
  (i) A final judgment or judgments for the payment of US$50,000,000 or more in the aggregate; or
 
    
 
  (j) If at any time and for any reason attributable to Grupo Televisa (except for payment of the Loan or compliance with existing obligations thereunder), the Loan Agreement and/or its promissory note cease to be in full force and effect, or Grupo Televisa challenges the validity of the Loan Agreement and/or its promissory note.
 
    
JURISDICTION:
  Mexican federal courts located in Mexico City.
 
    
GOVERNING LAW:
  Applicable federal law in Mexico.

 

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