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

More documents

Recommendations

Info

ARTICLE TEN. Joint and Several Obligations. (a) Pursuant to articles 1,987 (one thousand nine hundred eighty-seven), 1,988 (one thousand nine hundred eighty-eight) and other applicable provisions of the Federal Civil Code (Código Civil Federal), and the corresponding articles of the civil codes for the Federal District and all states of the Mexican Republic, each Co-Obligor hereby agrees to be held jointly and severally liable with the Borrower for the payment, when due, of the principal amount of, interest on, and any fees or other amounts due and payable hereunder and under the Promissory Notes and the other Loan Documents, irrespective of whether their joint and several obligations are expressly referred to in the relevant articles of this Agreement, the Promissory Notes or the other Loan Documents. Accordingly, the Lenders shall be entitled to demand payment of any such amount, indistinctly, to the Borrower and/or any of the Co-Obligors, either jointly or individually. (b) hereunder. In addition to its obligations pursuant to the preceding paragraph, each Co-Obligor hereby agrees to execute, as guarantor, any and all Promissory Notes issued (c) If any Co-Obligor shall have paid any amount on behalf of the Borrower, the Borrower and the Co-Obligors hereby agree not to seek its recovery from the other Co- Obligors unless and until the Lenders shall have received payment of any and all amounts due and payable thereto pursuant to this Agreement, the Promissory Notes and the other Loan Documents. ARTICLE ELEVEN. Affirmative Covenants. For so long as any amount due and payable hereunder or under the Promissory Notes and the other Loan Documents shall remain outstanding, the Borrower and the Co-Obligors, as the case may be, hereby covenant and agree to do the following: (a) Use of Proceeds. The Borrower shall use and cause to be used (i) all of the proceeds from Tranche A-1, to (1) repay in full the Scotiabank Loans, and for other general corporate purposes, and (2) pay to Banorte the fees set forth in Article Four; (ii) all of the proceeds from Tranche A-2, to (1) finance the one-time acquisition, by Controladora Casa Saba, S.A. de C.V., through a tender offer, of at least 50% (fifty percent) plus one of the outstanding shares of stock of Fasa in accordance with Title XXV of Chile’s Securities Market Law (Ley de Mercado de Valores) (the “Acquisition”), and (2) pay to HSBC México the fees set forth in Article Four; and (iii) all of the proceeds from Tranche B, to (i) refinance the Bonds and, as the case may be, such liabilities of Fasa and its Subsidiaries as the Borrower and HSBC México may agree, and as may be necessary for GCS to satisfy its obligation to consummate the Subsequent Transaction in exactly the terms set forth in paragraph (s) of Article Eleven hereof, (2) pay to HSBC México the fees set forth in Article Four, and (3) pay any and all other fees payable in connection with the transactions contemplated by this Agreement, with the Acquisition and with such other related transactions (including any financial derivative transaction) as the Borrower and HSBC México may agree. (b) Financial Statements; Other Reports. The Borrower shall deliver to each Lender, complete and correct copies, (i) as soon as practicable, but in any event within 130 (one hundred thirty) days from the end of each fiscal year of GCS, Fasa and each Co-Obligor, of the audited consolidated and individual financial statements of GCS and Fasa, and the individual financial statements of each Co-Obligor for the immediately previous fiscal year, including in each case its balance sheet, income statement, statement of changes in financial condition and statement of changes in stockholders’ equity, together with the report thereon of Salles, Sainz – Grant Thorton, S.C. or any other independent accounting firm acceptable to the Lenders, and a certificate from an Authorized Officer of the Borrower to the effect that no Acceleration Event has occurred and is continuing or, if an Acceleration Event shall have occurred and be continuing, containing a description thereof and of the actions taken or proposed to be taken in connection therewith; (ii) as soon as practicable, but in any event within 30 (thirty) Business Days from the end of each of the first three (3) quarters of each fiscal year of GCS, Fasa and each Co-Obligor, and within 50 (fifty) days from the end of the last quarter of each fiscal year of GCS, Fasa and each Co-Obligor, of the consolidated and individual financial statements of GCS and Fasa, and the individual internal financial statements of each Co-Obligor for the immediately previous fiscal quarter, including in each case its balance sheet, income statement, statement of changes in financial condition and statement of changes in stockholders’ equity, certified by an Authorized Officer of GCS, Fasa and each Co-Obligor, as the case may be, as being prepared in accordance with the Financial Reporting Standards, together with a certificate from an Authorized Officer of the Borrower to the effect that the terms of this Agreement have been complied with and no Acceleration Event has occurred and is continuing or, if an Acceleration Event shall have occurred and be continuing, containing a description thereof and of the actions taken or proposed to be taken in connection therewith; 18
(iii) concurrently with the delivery of the financial information set forth in this Article Eleven, the Borrower shall deliver to each Lender a certificate from an Authorized Officer, substantially in the form of the document attached hereto as Exhibit L, containing all the information and calculations necessary to verify the satisfaction by GCS of its obligations under paragraph (t) of this Article Eleven or, as the case may be, describing the reasons for its failure to comply therewith and a detailed description of the actions taken during such quarter and as of the date relevant in order to comply with the Net Indebtedness/EBITDA Ratio set forth in paragraph (t)(i) of this Article Eleven; and (iv) within the first 20 (twenty) Business Days from the end of each quarter, the Borrower shall deliver to each Lender a certificate from an Authorized Officer as with respect to (1) the amount of consolidated accounts receivable of each Co-Obligor and, as the case may be, any other Subsidiary required to pledge its accounts receivable pursuant to this Agreement, for the previous fiscal quarter, their age, any reserves created in respect thereof during such quarter, any change in such item as with respect to the previous quarter, and a summary of the reasons for any such change; and (2) the amount of the consolidated inventories of each Co-Obligor and, as the case may be, any other Subsidiary required to pledge its inventories pursuant to this Agreement, for the previous fiscal quarter, their age, any reserves created in respect thereof during such quarter, any change in such item as with respect to the previous quarter, and a summary of the reasons for any such change. (c) Notices and Reports. The Borrower shall give to the Lenders, immediately upon its occurrence but in any event within five (5) Business Days therefrom, detailed, complete and correct notice of any of the following events: (i) any Acceleration Event (regardless of whether or not continuing after the expiration of the relevant grace period, if any, and irrespective of the delivery of the notice referred to in this paragraph (c)), in the form of a certificate from an Authorized Officer of the Borrower containing a detailed description of such Acceleration Event and the actions taken or proposed to be taken by the Borrower in connection therewith; (ii) any change in the taxes, duties or other contributions payable in Mexico, Chile, Peru or Brazil, or any political subdivision thereof or taxing authority therein, or in any provision applicable in Mexico, Chile, Peru or Brazil, which may affect any amount or the period of time for the receipt of any amount due and payable hereunder or under the Promissory Notes or the other Loan Documents, or the obligations of the Borrower generally; (iii) any default or event of default with any contractual obligation of the Borrower, Fasa or their respective Subsidiaries, resulting or which could be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect, (iv) the commencement of any litigation, action or proceeding by or before any court, Governmental Authority or arbitration tribunal, resulting or which could be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect; (v) any threatened strike or stoppage by the workers of the Borrower, Fasa or their respective Subsidiaries; and (vi) any development, event or circumstance, of any nature whatsoever, having or which could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (d) Compliance with the Law; Satisfaction of Contractual Obligations. The Borrower and each Co-Obligor shall comply, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to comply with (i) any and all laws, regulations, orders, decisions, awards, directives or requirements issued by any Governmental Authority (including as with respect to any license, permit, notice, registration or other governmental authorization, of any nature whatsoever, necessary for its own or hold its property or conduct its business, and including any antitrust, environmental (including any technical guideline and provision applicable to the management and release of hazardous materials or residues), tax, social security, pensions and corrupt practices law), and (ii) each and all of its obligations under any contract or agreement to which it is a party, or under any securities issued by it (by any means whatsoever), except where its failure to comply therewith or its default thereunder would not have or could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. 19
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 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: (e) If the Borrower defaults with a
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?