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

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ARTICLE TWO. The Loans. (a) Subject to the terms and conditions set forth herein, each Lender hereby agrees to make available to the Borrower loans in an amount not to exceed (i) in the case of Banorte, Ps.1,950,000,000 (one billion nine hundred fifty million Pesos) (“Tranche A-1”), (ii) in the case of HSBC México, Ps.5,904,000,000 (five billion nine hundred four million Pesos) (“Tranche A-2”), and (iii) also in the case of HSBC México, the Peso equivalent of $200,000,000 (two hundred million Dollars) (“Tranche B” and, together with Tranche A-1 and Tranche A-2, the “Loans”), exclusive of any interest on or fees and expenses incurred in connection with the Loans. (b) The amount of the Loan made by each Lender shall not exceed the amount of such Lender’s Commitment (as with respect to the Tranche identified in Exhibit 1). (c) (d) All Drawdowns shall be made by the Borrower in accordance with Article Three. Any and all amounts previously drawn and repaid by the Borrower pursuant to this Agreement shall not be subject to further disbursement. ARTICLE THREE. Drawdowns. (a) Tranche A-1 shall be requested by GCS and made available thereto by Banorte as a single Drawdown, within 180 (one hundred eighty) days from the Effective Date; provided, that in any event such Drawdown must occur on or before February 28, 2011 (the “Tranche A-1 Drawdown Period”). (b) Tranche A-2 shall be requested by GCS and made available thereto by HSBC México as a single Drawdown, within (one hundred eighty) days from the Effective Date; provided, that in any event such Drawdown must occur on or before February 28, 2011 (the “Tranche A-2 Drawdown Period”). (c) Tranche B shall be requested by GCS and made available thereto (or to any direct or indirect Subsidiary thereof indicated in the relevant Drawdown Notice and reasonably acceptable to HSBC México) by HSBC México as a single or multiple Drawdowns in Pesos, at the exchange rate determined by HSBC México (based on market conditions) on the relevant Drawdown Date, within the period commencing on the Effective Date and ending 60 (sixty) days prior to the Maturity Date (the “Tranche B Drawdown Period”). (d) Each Drawdown on the Loans shall occur on a Business Day (the “Drawdown Date”), in the case of Tranche A-1 within the Tranche A-1 Drawdown Period, in the case of Tranche A-2 within the Tranche A-2 Drawdown Period, and in the case of Tranche B within the Tranche B Drawdown Period; provided, that the Borrower shall have previously delivered to each Lender a notice substantially in the form of the document attached hereto as Exhibit J (the “Drawdown Notice”), executed by an Authorized Officer of the Borrower, containing, at least, (i) the amount of the relevant Drawdown, (ii) the expected Drawdown Date, (iii) the account to which the Lender must deposit the aggregate amount of the Drawdown, and (iv) the certificates referred to in paragraph (a)(xviii) of Article Thirteen. Such Drawdown Notice must be received by each Lender at least five (5) Business Days prior to the Drawdown Date, unless the Lenders shall have agreed to a shorter notice. The relevant Lender’s obligation to make the Loans available in the terms set forth herein, shall remain in effect, in the case of Tranche A-1, throughout the Tranche A-1 Drawdown Period, in the case of Tranche A-2, throughout the Tranche A-2 Drawdown Period, and in the case of Tranche B, throughout the Tranche B Drawdown Period. Consequently, the Lenders’ obligation to make available any unused portion of Tranche A-1, Tranche A-2 or Tranche B, as the case may be, shall terminate upon expiration of the relevant Drawdown Period. (e) The Initial Drawdown shall be subject to the satisfaction of the conditions precedent set forth in paragraph (a) of Article Thirteen, and each Drawdown (including, without limitation, the Initial Drawdown) shall be subject to the conditions precedent set forth elsewhere in Article Thirteen. The determination as to whether the conditions set forth in paragraph (a) of Article Thirteen have been satisfied shall be made by the Lenders, in their own discretion, prior to any Drawdown in respect of either Tranche A-1 or Tranche A- 2, and the determination as to whether the conditions precedent set forth in paragraph (b) of Article Thirteen have been satisfied shall be made by HSBC México, in its own discretion, prior to any Drawdown in respect of Tranche B. (f) Subject to the satisfaction (or waiver) of the conditions precedent for the effectiveness of this Agreement or the availability of the Drawdowns, each Drawdown shall be made in accordance with paragraph (g) below, upon delivery to the relevant Lender of a Promissory Note substantially in the form of the document attached hereto as Exhibit K (each, a “Promissory Note” and, together, the “Promissory Notes”), duly executed by the Borrower, as issuer, and by the Co-Obligors, as guarantors, for an amount equal to the amount of the Drawdown made available by such Lender on the relevant Drawdown Date. The parties agree that in case of conflict between the provisions contained in this Agreement and the provisions contained in any Promissory Note, the provisions contained in this Agreement shall prevail. 14
(g) The Lenders shall credit the amount of each Drawdown as requested by the Borrower in the relevant Drawdown Notice, in the case of HSBC to account number 021180040471607755, maintained by GCS at HSBC México (the “HSBC Loan Account”) and, in the case of Banorte, to account number 072180006504977918, maintained by GCS at Banorte (the “Banorte Loan Account”), in each case before 2:00 p.m. (Mexico City time) on the Drawdown Date. ARTICLE FOUR. Fees. (a) The Borrower hereby agrees to pay to each Lender and/or its Affiliates, in connection with the Acquisition, the financing of the Acquisition and the Scotiabank Loans, and any other related transaction, the fees set forth in the relevant Commitment Letter or agreed with each Lender and/or its Affiliates in a separate instrument. (b) The fees referred to in this Article Four shall be subject to the applicable value added tax. ARTICLE FIVE. Interest. (a) The Borrower shall pay to each Lender, in respect of each Interest Period and without need for demand, interest on the outstanding principal amount of the Loans made available by such Lender, Period, at an annual rate equal to the TIIE for the relevant Interest Period, plus the Applicable Margin (the “Interest Rate”). (b) If the Central Bank of Mexico shall have temporarily or permanently discontinued the publication of the TIIE and the rate referred to in paragraph (b) above,4 the interest rate applicable in respect of any Interest Period shall be equal to the Cost of Peso-Denominated Funds (Costo de Captación a Plazo de Pasivos Denominados en Pesos) most recently published by the Central Bank of Mexico in its Internet page prior to the commencement of the relevant Interest Period, plus the Applicable Margin. (c) If the Central Bank of Mexico shall have temporarily or permanently discontinued the publication of the TIIE, the interest rate applicable in respect of any Interest Period shall be equal to the annual interest rate for new issues of 28 (twenty-eight) day Treasury Certificates most recently published by the Central Bank of Mexico in its Internet page prior to the commencement of the relevant Interest Period, plus the Applicable Margin. (d) If the Central Bank of Mexico shall have temporarily or permanently discontinued the publication of the TIIE and the rates referred to in paragraphs (b) and (c) above, the applicable interest rate shall be the interest rate published by the Central Bank of Mexico in lieu of the interest rate referred to in paragraph (c) above, plus the Applicable Margin. (e) Any substitute rate applicable pursuant to paragraphs (b), (c) and (d) above, shall cease to be in effect beginning on the first Interest Period immediately following the date on which the Central Bank of Mexico resumes publication of the TIIE. (f) Interest shall be due and payable on the last Business Day of each Interest Period (each such date, an “Interest Payment Date”); provided, that the last Interest Payment Date shall occur on the Maturity Date. (g) Any and all interest due and payable hereunder shall be calculated based on the number of days actually elapsed in a year comprised by 360 (three hundred sixty) days, including the first but excluding the last day thereof. _________________________ 4 Translator's Note: sic. 15
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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
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Table of Contents The errors accoun
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Table of Contents Investments in as
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Table of Contents Effective 2011, t
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Table of Contents The Company recog
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Table of Contents The Group has cre
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Table of Contents In addition, the
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Table of Contents Foreign currency
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Page 177 and 178: Table of Contents c) Tax loss carry
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Page 185 and 186: Table of Contents 22. Differences b
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Page 191 and 192: Table of Contents 23. Reconciliatio
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Page 195 and 196: Table of Contents g) Quantitative a
Page 197 and 198: Table of Contents ● In October 20
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Page 201 and 202: CREDIT AGREEMENT (THIS “AGREEMENT
Page 203 and 204: (k) To the best of its knowledge, F
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Page 207 and 208: “Authorized Officer” shall mean
Page 209 and 210: “Drawdown” shall mean each draw
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Page 217 and 218: (e) If the Borrower defaults with a
Page 219 and 220: (iii) concurrently with the deliver
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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
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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
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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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