FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

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Exhibits Exhibit 1 Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H-1 Exhibit H-2 Exhibit I Exhibit J Exhibit K Exhibit L Exhibit M Exhibit N Exhibit O Lenders’ Commitments Liens Governmental Authorizations for the Acquisition Excluded Taxes of Fasa and its Subsidiaries Real Property Excluded Items of Property, Licenses and Insurance of Fasa and its Subsidiaries Form of Guaranty Trust Agreement Form of Pledge Agreement Subject to Retained Possession Form of Share Pledge Agreement Form of Pledge Agreement as with Respect to Inventory and Accounts Receivable Acquisition Documents Form of Drawdown Notice Form of Promissory Note Form of Authorized Officer’s Certificate Material Liabilities Termination Events Fees and Expenses of the Mexican Collateral Agent and the Chilean Collateral Agent ii
CREDIT AGREEMENT (THIS “AGREEMENT”) AMONG GRUPO CASA SABA, S.A.B. DE C.V. (“GCS OR THE “BORROWER”); CASA SABA, S.A. DE C.V., DROGUEROS, S.A. DE C.V., FARMACIAS ABC DE MÉXICO, S.A. DE C.V., DALTEM PROVEE NACIONAL, S. A. DE C.V., PUBLICACIONES CITEM, S.A. DE C.V., DALTEM PROVEE NORTE, S.A. DE C.V., CENTENNIAL, S.A. DE C.V. AND CONTROLADORA CASA SABA, S.A. DE C.V. (COLLECTIVELY, THE “CO-OBLIGORS”); HSBC MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO HSBC (“HSBC MÉXICO”), AND BANCO MERCANTIL DEL NORTE, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BANORTE (“BANORTE” AND, TOGETHER WITH HSBC MÉXICO, THE “LENDERS”); AND HSBC MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO HSBC, TRUST DIVISION, AS MEXICAN COLLATERAL AGENT FOR THE LENDERS (THE “MEXICAN COLLATERAL AGENT”), AND HSBC BANK (CHILE), AS CHILEAN COLLATERAL FOR THE LENDERS (THE “CHILEAN COLLATERAL AGENT”), PURSUANT TO THE FOLLOWING REPRESENTATIONS AND WARRANTIES AND ARTICLES. Capitalized terms used herein have the meaning ascribed to them in Article One hereof. REPRESENTATIONS AND WARRANTIES I. The Borrower and each Co-Obligor, as applicable, hereby represents and warrants as follows: (a) GCS is a limited liability, publicly-traded variable-capital corporation (sociedad anónima bursátil de capital variable) duly organized and existing under the laws of the United Mexican States (“Mexico”); and each Co-Obligor is a limited liability, variable-capital corporation (sociedad anónima de capital variable) duly organized and existing under the laws of Mexico; (b) Its corporate purpose authorizes it to enter into and execute each of the Acquisition Documents and Loan Documents (including the Promissory Notes) to which it is a party, and to assume and perform its obligations thereunder; (c) It has obtained from the Governmental Authorities all such authorizations and permits as are necessary pursuant to the applicable laws to conduct its operations and business activities as presently conducted and as conducted as of the date of this Agreement; (d) The execution by it of the Acquisition Documents and the Loan Documents (including the Promissory Notes), and the assumption and performance of its obligations thereunder, (i) has been authorized by all the requisite corporate actions, (ii) does not violate (1) its corporate bylaws as in effect as of the date hereof or (2) any law, regulation or administrative or contractual provision of any nature whatsoever, or any judicial or administrative order or decision or arbitration award to which it is subject or by which it is bound, and (iii) will not result in the imposition of or an obligation to create any Lien, other than those contemplated by and created pursuant to the Collateral Documents or the existing Liens disclosed in Exhibit A hereto, which existing Liens shall be released on or before the Initial Drawdown Date; (e) The execution by it of the Acquisition Documents and the Loan Documents to which it is a party (including the Promissory Notes), the validity or enforceability thereof, and the performance of its obligations thereunder, are not subject to any consent, authorization or registration of any nature whatsoever from or with any Governmental Authority or third party, except (i) for the Governmental Authorizations for the Acquisition identified in Exhibit B hereto, (ii) that the validity of each Pledge Agreement Subject to Retained Possession is conditioned upon (1) generally, its notarization and (2) as with respect to third parties, its registration with the Public Registry of Property and Commerce for the Federal District, in the file maintained thereby in respect of each Co-Obligor, within the term set forth in such agreement, (iii) the validity of the Share Pledge Agreement is conditioned upon (1) its notarization in the Republic of Chile (“Chile”) and (2) the assignment of all rights to the collateral subject matter thereof, and the registration of such agreement in accordance with the specific provisions applicable thereto, and (iv) that the validity of each of the other Chilean Pledge Agreements is conditioned upon (1) its notarization in Chile, (2) the assignment of all rights to the collateral subject matter thereof, and the registration and/or publication of such agreement in accordance with the specific provisions applicable thereto, (3) the receipt of all corporate authorizations required in accordance with the applicable laws and its corporate bylaws, and the consent of the holders of the Bonds in accordance with the documents governing the issuance of the Bonds, and (4) the satisfaction of Fasa’s obligation to create a proportionately equivalent security interest in favor of the holders of the Bonds, and to maintain the indebtedness ratio set forth in the indenture governing the issuance of the Bonds; 1
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UNITED STATES SECURITIES AND EXCHAN
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TABLE OF CONTENTS PART I Item 1. Id
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Table of Contents We caution you th
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Table of Contents Year ended Decemb
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Table of Contents To the extent tha
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Table of Contents We Provide Remote
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Table of Contents We Are a Holding
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Table of Contents Today, the market
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Table of Contents Any future deprec
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Table of Contents Risk Factors Rela
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Table of Contents In August 2009, A
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Table of Contents In April of 2008,
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Table of Contents The Acquisition h
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Table of Contents On September 19,
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Table of Contents On September 19,
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Table of Contents At our annual gen
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Table of Contents We distribute the
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Table of Contents In our stores, we
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Table of Contents Prior to 2008, th
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Table of Contents In 2011, we conti
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Table of Contents To better serve s
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Table of Contents ● Mexsana talcu
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Table of Contents Payments and Coll
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Table of Contents Information Techn
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Table of Contents In addition to th
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Table of Contents (3) In Mexico, ph
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Table of Contents (4) To calculate
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Table of Contents We also offer our
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Table of Contents The devaluation o
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Table of Contents (****) Associates
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Table of Contents In January 2009 w
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Table of Contents In our Retail Pha
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Table of Contents Inflation and Int
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Table of Contents With the acquisit
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Table of Contents Results of Operat
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Table of Contents Net Income. The G
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Table of Contents On March 25, 2010
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Table of Contents Grupo Casa Saba i
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Table of Contents In the event that
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Table of Contents Grupo Casa Saba h
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Table of Contents Prior to the noti
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Property and equipment Our balance
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Labor obligations Our labor liabili
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Tax and legal contingencies We are
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FRS C-4. “Inventories” (FRS C-4
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Table of Contents As of the transit
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Table of Contents Name and Date of
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Table of Contents Employee Profit S
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Table of Contents The Chairman of t
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Table of Contents All related party
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Table of Contents Significant Chang
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Table of Contents The table below s
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Table of Contents ● ● ● ● a
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Table of Contents ● ● ● ●
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Table of Contents Directors Under t
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Table of Contents Forfeiture of Sha
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Table of Contents We are organized
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Table of Contents Ownership by non-
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Table of Contents ● Gain on sales
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Table of Contents We anticipate tha
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Table of Contents As a foreign priv
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Table of Contents Item 12. Item 12A
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Table of Contents During the review
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Table of Contents Since we are Mexi
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Table of Contents PART III Item 17.
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Table of Contents INDEX TO CONSOLID
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Table of Contents REPORT OF INDEPEN
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Table of Contents ATTESTATION REPOR
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Table of Contents Grupo Casa Saba,
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Table of Contents Grupo Casa Saba,
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Table of Contents NOTES TO THE CONS
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Table of Contents a) Through an ass
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Table of Contents Proforma condense
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Table of Contents 3. Significant ac
Page 149 and 150: Table of Contents The errors accoun
Page 151 and 152: Table of Contents Investments in as
Page 153 and 154: Table of Contents Effective 2011, t
Page 155 and 156: Table of Contents The Company recog
Page 157 and 158: Table of Contents The Group has cre
Page 159 and 160: Table of Contents In addition, the
Page 161 and 162: Table of Contents Foreign currency
Page 163 and 164: Table of Contents 8. Derivative fin
Page 165 and 166: Table of Contents 10. Goodwill, int
Page 167 and 168: Table of Contents At December 31, 2
Page 169 and 170: Table of Contents On January 25 and
Page 171 and 172: Table of Contents 13. Other payable
Page 173 and 174: Table of Contents 15. Foreign curre
Page 175 and 176: Table of Contents On December 18, 2
Page 177 and 178: Table of Contents c) Tax loss carry
Page 179 and 180: Table of Contents All significant t
Page 181 and 182: Table of Contents On December 7, 20
Page 183 and 184: Table of Contents ● ● For real
Page 185 and 186: Table of Contents 22. Differences b
Page 187 and 188: Table of Contents ii) For Mexican F
Page 189 and 190: Table of Contents At December 31, 2
Page 191 and 192: Table of Contents 23. Reconciliatio
Page 193 and 194: Table of Contents 24. Supplementary
Page 195 and 196: Table of Contents g) Quantitative a
Page 197 and 198: Table of Contents ● In October 20
Page 199: Table of Contents Page Representati
Page 203 and 204: (k) To the best of its knowledge, F
Page 205 and 206: (aa) Any and all funds used by it t
Page 207 and 208: “Authorized Officer” shall mean
Page 209 and 210: “Drawdown” shall mean each draw
Page 211 and 212: “Interest Payment Date” has the
Page 213 and 214: “Share Pledge Agreement” shall
Page 215 and 216: (g) The Lenders shall credit the am
Page 217 and 218: (e) If the Borrower defaults with a
Page 219 and 220: (iii) concurrently with the deliver
Page 221 and 222: (j) Maintenance of Property. The Bo
Page 223 and 224: (ii) To the extent permitted by the
Page 225 and 226: (ii) date thereof; Liens imposed by
Page 227 and 228: ARTICLE THIRTEEN. Conditions Preced
Page 229 and 230: (xxii) neither the execution of the
Page 231 and 232: (i) Insolvency. (i) If the Borrower
Page 233 and 234: (b) If as a result of the amendment
Page 235 and 236: (B) The Chilean Collateral Agent. (
Page 237 and 238: (iii) Neither the Chilean Collatera
Page 239 and 240: (h) Effective Term. Unless revoked
Page 241 and 242: (c) effective. Absent written notic
Page 243 and 244: This Credit Agreement is executed i
Page 245 and 246: The Chilean Collateral Agent: HSBC
Page 247 and 248: (c) If the Central Bank of Mexico s
Page 249 and 250: Joint and Several Obligations. (a)
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(k) Material Adverse Effect. If the
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Exhibit 4.3 SUMMARY OF THE IRREVOCA
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(6) defend, at its own cost and exp
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(5) the balance remaining after the
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In addition, articles Three, Four a
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(j) deliver, within five (5) days f
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Governing Law and Jurisdiction. Thi
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Servicios Corporativos Doctorgen, S
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Exhibit 12.2 CERTIFICATION I, Juan
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FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

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