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

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ARTICLE SIX. Late Interest. (a) If any amount due and payable hereunder or under the Promissory Notes is not paid when due, such amount shall accrue late interest from the date on which it became due, to the date on which it shall have been paid in full, at an annual rate equal to the interest rate for the relevant period, multiplied by two (2) (the “Late Interest Rate”). (b) The amount of late interest accrued on a per-day basis by any past due amount shall be calculated by dividing the applicable Late Interest Rate by 360 (three hundred sixty), which late interest shall be due and payable on demand by the Borrower based on the actual number of days elapsed and for so long as a default shall have occurred and be continuing. ARTICLE SEVEN. Repayment. The outstanding principal amount of the Loans made by each lender shall be repaid thereto by the Borrower in a single installment on the date occurring six (6) months after the Drawdown Date for the Initial Drawdown (the “Maturity Date”); provided, that the borrower shall be entitled to extend the Maturity Date of the Loans on a single occasion, upon written notice to each Lender at least 30 (thirty) days prior to the original Maturity Date, to the date which occurring 12 (twelve) months from the Drawdown Date for the Initial Drawdown; provided, further, that in the event of any such extension the Borrower shall be required the then outstanding Promissory Notes for new Promissory Notes duly executed by it and the Co-Obligors, as guarantors. ARTICLE EIGHT. Prepayments of Principal. (a) The Borrower shall be entitled to repay the principal amount of the Loans, together with any accrued but unpaid interest thereon and any other amounts due and payable in connection therewith pursuant to this Agreement, prior to its scheduled maturity, upon written notice to each Lender at least 10 (ten) Business Days prior to the proposed date of repayment of such principal amount. (b) The principal amount of the Loans, net of any applicable taxes, shall be subject to prepayment by the Borrower in the event and with the proceeds of: (i) any sale, assignment or other transfer of assets by GCS or any of its Subsidiaries, (including the Co-Obligors) or Fasa or any of its Subsidiaries, other than (1) any sale of its inventories in the ordinary course consistent with past practices, (2) the sale, in a single transaction or a series of successive transactions, of assets representing in value less than $10,000,000 (ten million Dollars) or its equivalent in any other currency, in any fiscal year, provided that the relevant proceeds are used to purchase new assets within 180 (one hundred eighty) days from the drawdown date, and (3) as the case may be, the sale associated with the Subsequent Transaction; (ii) the issuance of any Equity Interests or the issuance or incurrence of any Indebtedness by GCS or its Subsidiaries (including the Co-Obligors), or Fasa or its Subsidiaries, other than any Indebtedness permitted by paragraph (a) of Article Twelve, for purposes other than repaying the Loans; (iii) the transfer of any Equity Interest in its Subsidiaries, or in Fasa or its Subsidiaries; (iv) any amount received by GCS or any of its Subsidiaries (including the Co-Obligors) as adjustment to the purchase price or indemnification pursuant to the Acquisition Documents; (v) any insurance proceeds obtained as a result of the occurrence of an insured event, if such proceeds are not used to replace the relevant assets; and (vi) 50% of the Cash Surplus (which shall be due and payable within 10 (ten) Business Days from the delivery of the quarterly financial information referred to in paragraph (b) of Article Eleven). (c) Any amount repaid pursuant to this Article shall be allocated on a pro rata basis to repay any Loans made available by the Lenders to the Borrower under Tranche A-1, Tranche A-2 and Tranche B. (d) To the extent that any prepayment is made on an Interest Payment Date, the Borrower shall not be required to pay any fee or penalty to the Lenders. If a prepayment shall occur on a date other than an Interest Payment Date, the Borrower shall pay to each Lender any and all costs and expenses incurred by the latter in connection therewith, within 15 (fifteen) days from the receipt of demand therefor from the relevant Lender; provided, that such Lender shall have delivered to the Borrower a document containing a reasonably detailed breakdown of the calculation of the relevant charges, which document shall have binding effects absent any calculation error. 16
(e) If the Borrower defaults with any prepayment following the delivery of notice thereof to the Lenders, the Borrower shall pay to each Lender, upon demand, any and all costs and expenses incurred by the latter in connection with such repayment, provided that such Lender shall have delivered to the Borrower a reasonably detailed description of such cost or expense. ARTICLE NINE. Payment Place and Terms; Additional Amounts. (a) Any and all payments on account of the principal amount of, interest on, or fees and other amounts payable in connection with the Loans, shall be made by the Borrower net of any and all taxes, fees, contributions, withholdings, deductions, charges or other imposts applicable thereto pursuant to any Mexican or Chilean law, regulation or other legal provision, without offset, in immediately available funds, before 12:00 noon (Mexico City time) on the due date thereof. In the event of applicability of any tax or withholding (including any tax on any interest paid to a Lender’s funding sources), the Borrower shall pay such additional amounts as may be necessary for each Lender to receive the same amount it would have received absent such tax or withholding. The above shall not be applicable to any income or other similar taxes payable by a Lender or its successors or assigns under this Agreement, based on its total income or assets pursuant to the applicable laws, regulations and other legal provisions of Mexico. Each payment shall be made in Pesos, (i) in the case of HSBC, by means of its deposit to the HSBC Loan Account or to such other account as HSBC México shall have notified to the Borrower at least five (5) Business Days in advance, (ii) in the case of Banorte, by means of its deposit to the Banorte Loan Account or to such other account as Banorte shall have notified to the Borrower at least five (5) Business Days in advance, and (iii) in the case of any other Lender, to the account notified by the relevant Lender to the Borrower at least five (5) Business Days in advance. The Borrower hereby authorizes each of HSBC México and Banorte to charge to the HSBC Loan Account and the Banorte Loan Account, respectively, any and all amounts payable to each of them by the Borrower pursuant to this Agreement. (b) Any and all partial installments received by the Lenders shall be allocated as follows: first, to the payment of any and all collection expenses, including attorney’s fees and litigation expenses, if any; second, to reimburse the Lenders for any and all costs and expenses remaining unpaid after the date on which they became due and payable (which shall not be less than three (3) Business Days from the receipt of the relevant invoice by the Borrower); third, to the payment of any and all fees due and payable under the Loan Documents; any; fourth, to the payment of any and all accrued, unpaid late interest; and any and all of the costs and expenses referred to in paragraphs (d) and (e) of Article Eight, if fifth, to the payment of any accrued, unpaid regular interest; sixth, to the payment of the principal amount of the Loans; and seventh, to the payment of any other amount due and payable hereunder and under the other Loan Documents, if any. (c) If any of the Borrower’s payment obligations hereunder shall be due on a date which is not a Business Day or which is not included in the relevant month’s calendar, then the relevant amount shall be due and payable on the first Business Day immediately following such date (d) The parties hereby agree that any and all payments (including, without limitation, any partial installment) on account of the principal amount of, interest on, or fees or other amounts payable in connection with the Loans (except for any fees or other amounts payable to only one of the Lenders) shall be allocated on a pro rata basis to repay any Loans made available by the Lenders to the Borrower under Tranche A-1, Tranche A-2 and Tranche B, based on each Lender’s Commitment pursuant to Exhibit 1 hereto. Each Lender hereby covenants and agrees, in the event that it were to receive payment of an amount greater than that to which it is entitled, to distribute to the other Lenders the applicable pro rata share of such payment based on each other Lender’s Commitment pursuant to Exhibit 1. 17
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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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Table of Contents 8. Derivative fin
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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
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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 213 and 214: “Share Pledge Agreement” shall
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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
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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
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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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