Exhibit 4.38








Exhibit 4.38




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 BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer
(“BBVA”), entered into a credit agreement dated March 30, 2011 (the “Loan Agreement”).



	 	 	 
	TYPE OF TRANSACTION:

	 	Long term loan (the “Loan”)
	 
	 	 
	BANK:

	 	BBVA Bancomer, S.A., Institución de Banca Múltiple,
Grupo Financiero BBVA Bancomer
	 
	 	 
	BORROWER:

	 	Grupo Televisa, S.A.B.
	 
	 	 
	USE OF PROCEEDS:

	 	General corporate purposes
	 
	 	 
	GUARANTIES:

	 	None
	 
	 	 
	AGGREGATE AMOUNT:

	 	Ps.$2,500,000,000 (Two Thousand Five Hundred Million
Pesos 00/100)
	 
	 	 
	DISBURSEMENT DATE:

	 	March 31, 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 8.095% 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 BBVA
to Grupo Televisa;
	 
	 	 
	 

	 	(h) If any event or condition occurs and as
determined by BBVA 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 BBVA 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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