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

More documents

Recommendations

Info

III. The Mexican Collateral Agent hereby represents and warrants as follows: (a) (b) hereof; It is a retail banking institution duly organized under the laws of Mexico, whose corporate purpose authorizes it to enter into and execute this Agreement; Its trust officer has sufficient authority to bind it hereunder, which authority has not been revoked or limited in any manner whatsoever as of the date (c) It is willing to accept its appointment as Mexican Collateral Agent on behalf of the Lenders pursuant to Article Twenty hereof, subject to the terms and conditions set forth in this Agreement and in the other Loan Documents; and (d) It has clearly and unequivocally explained to the parties the meaning, scope and legal consequences of the provisions contained in Article 106(XIX) of the Law of Credit Institutions (Ley de Instituciones de Crédito) and Section 5.5 of Official Communication 1/2005, issued by the Central Bank of Mexico, which are deemed incorporated herein by reference. IV. The Chilean Collateral Agent hereby represents and warrants as follows: (a) It is a retail banking institution (sociedad anónima bancaria) duly organized under the laws of Chile, whose corporate purpose authorizes it to enter into and execute this Agreement; (b) Its legal representatives have sufficient authority to bind it hereunder, which authority has not been revoked or limited in any manner whatsoever as of the date hereof; and (c) It is willing to accept its appointment as Chilean Collateral Agent on behalf of the Lenders pursuant to Article Twenty hereof, subject to the terms and conditions set forth in this Agreement and in the other Loan Documents. Now, therefore, the parties hereby agree to the following: ARTICLES ARTICLE ONE. Definitions. (a) The following capitalized terms used in this agreement shall have the following meanings (which shall be applicable to both the singular and plural forms thereof): “Acceleration Event” has the meaning assigned thereto in paragraph (A) of Article Fourteen. “Acquisition” has the meaning assigned thereto in paragraph (a) of Article Eleven. “Acquisition Documents” shall mean the Share Purchase Commitment, together with its amendments and exhibits, and each of the Acquisition documents identified in Exhibit I hereto. “Affiliate” shall mean, as with respect to any Person, any other Person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with, such Person. “Agreement” has the meaning assigned thereto in the first paragraph hereof. “Applicable Margin” shall mean the annual percentages set forth below in respect of the Loans, which percentages shall be added to the TIIE at which the Loans shall bear interest pursuant to Article Five: (i) 2.50% (two point fifty percent), from the Drawdown Date for the Initial Drawdown to the Interest Payment Date occurring upon or immediately after the expiration of the six-month period commencing on the Drawdown Date for the Initial Drawdown; and (ii) 3.50% (three point fifty percent) from the Interest Payment Date occurring upon or immediately after the expiration of the six-month period commencing on the Drawdown Date for the Initial Drawdown. 6
“Authorized Officer” shall mean, as with respect to any Person, its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or any other officer holding a similar or equivalent position and having powers and authority to act as such Person’s legal representative. “Banorte” has the meaning assigned thereto in the first paragraph hereof. “Banorte Commitment Letter” shall mean the letter of understanding dated June 18, 2010, between GCS and Banorte, as amended on August 30, 2010. “Banorte Loan Account” has the meaning assigned thereto in paragraph (g) of Article Three. “Bonds” shall mean the Series E and Series F bonds issued by Fasa on May 15, 2008, in the aggregate principal amounts of 1,800,000 Stimulus Units (Unidades de Fomento) and 2,200,000 Stimulus Units, respectively, which are registered with Chile’s Securities and Insurance Superintendency (Superintendencia de Valores y Seguros) under registration numbers 531 and 532, effective April 16, 2008. “Borrower” has the meaning assigned thereto in the first paragraph hereof. “Business Day” shall mean any day in which retail banks in Mexico City, Federal District, Mexico, or in Santiago de Chile, Chile, are open for business and are not authorized to remain closed; provided, that for purposes of this Agreement, Saturdays, Sundays and January 1 and December 31 of each year shall not constitute Business Days. “Capital” shall mean the paid-in capital (and related premiums), retained earnings and any mandatorily convertible subordinated debentures. “Capital Expenditures” shall mean, as with respect to any Person, any and all direct or indirect capital expenditures incurred by such Person on account of machinery and equipment, fixed assets or real property (including any improvement thereto or replacement or expansion thereof). “Capital Lease” shall mean, as with respect to any Person, all rent and other payment obligations of such Person, howsoever designated, pursuant to any personal or real property lease (or other agreement conveying the use of such property), or any combination of such property, which obligations are required to be reported and accounted for as a capital lease in the balance sheet of such Person in accordance with the Financial Reporting Standards. For purposes of this Agreement, the amount of such obligations as of any given date shall be the capitalized amount thereof as of such date. “Cash Equivalents” shall mean all cash and cash equivalents, as determined in accordance with the Financial Reporting Standards. “Cash Surplus” shall mean the end-of-quarter amount obtained by adding to or subtracting from the Borrower’s consolidated EBITDA for the four (4) full fiscal quarters immediately preceding the relevant calculation date3, less (i) the Gross Interest Expense to be incurred over the four (4) fiscal quarters immediately following the relevant calculation date, less (ii) the principal amount of any Interest-Bearing Debt that will become due and payable during the four (4) fiscal quarters immediately following the relevant calculation date, less (iii) the estimated amount of all Capital Expenditures to be incurred over the four (4) fiscal quarters immediately following the relevant calculation date (which amounts shall not exceed the maximum set forth in paragraph (t)(iv) of Article Eleven), less (iv) the amount of all taxes paid over the four (4) full fiscal quarters immediately preceding the relevant calculation date. “Change in Control” shall mean the occurrence of one or more of the following events: (i) if any Person or group of Persons other than the Permitted Holders, acting in either case directly or indirectly (by any means or through any company, entity or vehicle, whether or not incorporated), shall have acquired, directly or indirectly, by any means whatsoever, title to or the possession of more than 50% (fifty percent) of the voting shares of stock of GCS (including, as the case may be, any company resulting from the merger of or other corporate transaction involving GCS); (ii) if the Permitted Holders, either individually or as a group, shall have ceased to have the power to appoint a majority of the members of the board of directors of GCS; (iii) if any Person or group of Persons other than the Permitted Holders, acting in either case directly or indirectly (by any means or through any company, entity or vehicle, whether or not incorporated), shall have acquired, directly or indirectly, by any means whatsoever, title to or the possession of more than 30% (thirty percent) of the voting shares of stock of GCS (including, as the case may be, any company resulting from the merger of or other corporate transaction involving GCS), and the approval of any material decision by the shareholders or the board of directors of GCS requires the consent of such Person or group of Persons (whether by means of an affirmative vote or otherwise); or (iv) if Fasa or any of its Subsidiaries shall have transferred directly or indirectly to any third party other than a Subsidiary of the Borrower, by any means whatsoever, either through a single transaction or a series of transactions, any Material Asset. For the avoidance of doubt, in the case of items (i), (ii) or (iii) above, no transfer among the Permitted Holders or acquisition of shares of GCS by the Permitted Holders from a third party, shall constitute a Change in Control. 3 Translator's Note: sic. 7
Page 1 and 2:
UNITED STATES SECURITIES AND EXCHAN
Page 3 and 4:
TABLE OF CONTENTS PART I Item 1. Id
Page 5 and 6:
Table of Contents We caution you th
Page 7 and 8:
Table of Contents Year ended Decemb
Page 9 and 10:
Table of Contents To the extent tha
Page 11 and 12:
Table of Contents We Provide Remote
Page 13 and 14:
Table of Contents We Are a Holding
Page 15 and 16:
Table of Contents Today, the market
Page 17 and 18:
Table of Contents Any future deprec
Page 19 and 20:
Table of Contents Risk Factors Rela
Page 21 and 22:
Table of Contents In August 2009, A
Page 23 and 24:
Table of Contents In April of 2008,
Page 25 and 26:
Table of Contents The Acquisition h
Page 27 and 28:
Table of Contents On September 19,
Page 29 and 30:
Table of Contents On September 19,
Page 31 and 32:
Table of Contents At our annual gen
Page 33 and 34:
Table of Contents We distribute the
Page 35 and 36:
Table of Contents In our stores, we
Page 37 and 38:
Table of Contents Prior to 2008, th
Page 39 and 40:
Table of Contents In 2011, we conti
Page 41 and 42:
Table of Contents To better serve s
Page 43 and 44:
Table of Contents ● Mexsana talcu
Page 45 and 46:
Table of Contents Payments and Coll
Page 47 and 48:
Table of Contents Information Techn
Page 49 and 50:
Table of Contents In addition to th
Page 51 and 52:
Table of Contents (3) In Mexico, ph
Page 53 and 54:
Table of Contents (4) To calculate
Page 55 and 56:
Table of Contents We also offer our
Page 57 and 58:
Table of Contents The devaluation o
Page 59 and 60:
Table of Contents (****) Associates
Page 61 and 62:
Table of Contents In January 2009 w
Page 63 and 64:
Table of Contents In our Retail Pha
Page 65 and 66:
Table of Contents Inflation and Int
Page 67 and 68:
Table of Contents With the acquisit
Page 69 and 70:
Table of Contents Results of Operat
Page 71 and 72:
Table of Contents Net Income. The G
Page 73 and 74:
Table of Contents On March 25, 2010
Page 75 and 76:
Table of Contents Grupo Casa Saba i
Page 77 and 78:
Table of Contents In the event that
Page 79 and 80:
Table of Contents Grupo Casa Saba h
Page 81 and 82:
Table of Contents Prior to the noti
Page 83 and 84:
Property and equipment Our balance
Page 85 and 86:
Labor obligations Our labor liabili
Page 87 and 88:
Tax and legal contingencies We are
Page 89 and 90:
FRS C-4. “Inventories” (FRS C-4
Page 91 and 92:
Table of Contents As of the transit
Page 93 and 94:
Table of Contents Name and Date of
Page 95 and 96:
Table of Contents Employee Profit S
Page 97 and 98:
Table of Contents The Chairman of t
Page 99 and 100:
Table of Contents All related party
Page 101 and 102:
Table of Contents Significant Chang
Page 103 and 104:
Table of Contents The table below s
Page 105 and 106:
Table of Contents ● ● ● ● a
Page 107 and 108:
Table of Contents ● ● ● ●
Page 109 and 110:
Table of Contents Directors Under t
Page 111 and 112:
Table of Contents Forfeiture of Sha
Page 113 and 114:
Table of Contents We are organized
Page 115 and 116:
Table of Contents Ownership by non-
Page 117 and 118:
Table of Contents ● Gain on sales
Page 119 and 120:
Table of Contents We anticipate tha
Page 121 and 122:
Table of Contents As a foreign priv
Page 123 and 124:
Table of Contents Item 12. Item 12A
Page 125 and 126:
Table of Contents During the review
Page 127 and 128:
Table of Contents Since we are Mexi
Page 129 and 130:
Table of Contents PART III Item 17.
Page 131 and 132:
Table of Contents INDEX TO CONSOLID
Page 133 and 134:
Table of Contents REPORT OF INDEPEN
Page 135 and 136:
Table of Contents ATTESTATION REPOR
Page 137 and 138:
Table of Contents Grupo Casa Saba,
Page 139 and 140:
Table of Contents Grupo Casa Saba,
Page 141 and 142:
Table of Contents NOTES TO THE CONS
Page 143 and 144:
Table of Contents a) Through an ass
Page 145 and 146:
Table of Contents Proforma condense
Page 147 and 148:
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 and 200: Table of Contents Page Representati
Page 201 and 202: CREDIT AGREEMENT (THIS “AGREEMENT
Page 203 and 204: (k) To the best of its knowledge, F
Page 205: (aa) Any and all funds used by it t
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)
Page 251 and 252: (k) Material Adverse Effect. If the
Page 253 and 254: Exhibit 4.3 SUMMARY OF THE IRREVOCA
Page 255 and 256: (6) defend, at its own cost and exp
Page 257 and 258:
(5) the balance remaining after the
Page 259 and 260:
In addition, articles Three, Four a
Page 261 and 262:
(j) deliver, within five (5) days f
Page 263 and 264:
Governing Law and Jurisdiction. Thi
Page 265 and 266:
Servicios Corporativos Doctorgen, S
Page 267 and 268:
Exhibit 12.2 CERTIFICATION I, Juan
show all

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

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?