13.01.2015 Views

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

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

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

SHOW MORE
SHOW LESS

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

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

“Permitted Hol<strong>de</strong>rs” shall mean any of Manuel <strong>Saba</strong> A<strong>de</strong>s, Alberto <strong>Saba</strong> A<strong>de</strong>s or their relatives by blood or marriage in a straight or lateral line within two <strong>de</strong>grees, whether<br />

directly or through any trust or like arrangement established for the exclusive benefit of such persons for estate planning or other similar purposes.<br />

“Person” shall mean any individual, entity, corporation, business or other trust operating on a stand-alone basis, joint venture, unregistered entity, partnership or other<br />

business entity or Governmental authority, whether incorporated or unincorporated.<br />

“Pesos” means the legal ten<strong>de</strong>r of Mexico.<br />

“Pledge Agreements Subject to Retained Possession” shall mean (i) the pledge agreement subject to retained possession (contrato <strong>de</strong> prenda sin transmisión <strong>de</strong> posesión)<br />

to be executed between the Borrower and the Mexican Collateral Agent, acting on behalf and for the benefit of the Len<strong>de</strong>rs, in respect of all items of personal property used by the<br />

Borrower in connection with its primary business activity, including, without limitation, its inventory and accounts receivable, (ii) the pledge agreement subject to retained<br />

possession to be executed between <strong>Casa</strong> <strong>Saba</strong>, S.A. <strong>de</strong> C.V. and the Mexican Collateral Agent, acting on behalf and for the benefit of the Len<strong>de</strong>rs, in respect of all items of personal<br />

property used by <strong>Casa</strong> <strong>Saba</strong>, S.A. <strong>de</strong> C.V. in connection with its primary business activity, including, without limitation, its inventory and accounts receivable, (iii) the pledge<br />

agreement subject to retained possession to be executed between Drogueros, S.A. <strong>de</strong> C.V. and the Mexican Collateral Agent, acting on behalf and for the benefit of the Len<strong>de</strong>rs, in<br />

respect of all items of personal property used by Drogueros, S.A. <strong>de</strong> C.V. in connection with its primary business activity, including, without limitation, its inventory and accounts<br />

receivable, (iv) the pledge agreement subject to retained possession to be executed between Farmacias ABC <strong>de</strong> México, S.A. <strong>de</strong> C.V. and the Mexican Collateral Agent, acting on<br />

behalf and for the benefit of the Len<strong>de</strong>rs, in respect of all items of personal property used by Farmacias ABC <strong>de</strong> México, S.A. <strong>de</strong> C.V. in connection with its primary business<br />

activity, including, without limitation, its inventory and accounts receivable, (v) the pledge agreement subject to retained possession to be executed between Daltem Provee<br />

Nacional, S.A. <strong>de</strong> C.V. and the Mexican Collateral Agent, acting on behalf and for the benefit of the Len<strong>de</strong>rs, in respect of all items of personal property used by Daltem Provee<br />

Nacional, S.A. <strong>de</strong> C.V. in connection with its primary business activity, including, without limitation, its inventory and accounts receivable, (vi) the pledge agreement subject to<br />

retained possession to be executed between Publicaciones Citem, S.A. <strong>de</strong> C.V. and the Mexican Collateral Agent, acting on behalf and for the benefit of the Len<strong>de</strong>rs, in respect of all<br />

items of personal property used by Publicaciones Citem, S.A. <strong>de</strong> C.V. in connection with its primary business activity, including, without limitation, its inventory and accounts<br />

receivable, (vii) the pledge agreement subject to retained possession to be executed between Daltem Provee Norte, S.A. <strong>de</strong> C.V. and the Mexican Collateral Agent, acting on behalf<br />

and for the benefit of the Len<strong>de</strong>rs, in respect of all items of personal property used by Daltem Provee Norte, S.A. <strong>de</strong> C.V. in connection with its primary business activity, including,<br />

without limitation, its inventory and accounts receivable, (viii) the pledge agreement subject to retained possession to be executed between Centennial, S.A. <strong>de</strong> C.V. and the<br />

Mexican Collateral Agent, acting on behalf and for the benefit of the Len<strong>de</strong>rs, in respect of all items of personal property used by Centennial, S.A. <strong>de</strong> C.V. in connection with its<br />

primary business activity, including, without limitation, its inventory and accounts receivable, and (ix) the pledge agreement subject to retained possession to be executed between<br />

Controladora <strong>Casa</strong> <strong>Saba</strong>, S.A. <strong>de</strong> C.V. and the Mexican Collateral Agent, acting on behalf and for the benefit of the Len<strong>de</strong>rs, in respect of all items of personal property used by<br />

Controladora <strong>Casa</strong> <strong>Saba</strong>, S.A. <strong>de</strong> C.V. in connection with its primary business activity, including, without limitation, its inventory and accounts receivable, in each case substantially<br />

in the form of the document attached hereto as Exhibit G, as amen<strong>de</strong>d or supplemented from time to time.<br />

“Principal Payment Date” has the meaning assigned thereto in Article Seven.<br />

“Promissory Note” and “Promissory Notes” have the meanings assigned thereto in paragraph (f) of Article Three.<br />

“Sale-Leaseback Transaction” shall mean any arrangement pursuant to which a Person shall have sold or transferred any asset and agreed to subsequently lease such or<br />

any other asset primarily for its use in connection with the same purposes as the asset so sold or transferred.<br />

“Scotiabank Loans” shall mean the loans ma<strong>de</strong> pursuant to (i) the loan agreement dated March 25, <strong>20</strong>10, among Scotiabank Inverlat, S.A., Institución <strong>de</strong> Banca Múltiple,<br />

<strong>Grupo</strong> Financiero Scotiabank Inverlat, as len<strong>de</strong>r, <strong>Casa</strong> <strong>Saba</strong>, S.A. <strong>de</strong> C.V., as borrower, and GCS and Drogueros, S.A. <strong>de</strong> C.V., as guarantors, and (ii) the loan agreement dated May 7,<br />

<strong>20</strong>08, among Scotiabank Inverlat, S.A., Institución <strong>de</strong> Banca Múltiple, <strong>Grupo</strong> Financiero Scotiabank Inverlat, as len<strong>de</strong>r, <strong>Casa</strong> <strong>Saba</strong>, S.A. <strong>de</strong> C.V., as borrower, and GCS and<br />

Drogueros, S.A. <strong>de</strong> C.V., as guarantors.<br />

12

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!