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

(ii) To the extent permitted by the applicable laws, the Borrower shall transfer and cause each of its Subsidiaries to transfer, to the trust established pursuant to
the Guaranty Trust Agreement, the shares of (1) those of its Mexican Subsidiaries having a combined book value in excess of 90% (ninety percent) of the total consolidated
assets, sales and EBITDA of GCS (including, subsequent to the Acquisition, Fasa and its Subsidiaries), calculated in each case based on the financial information delivered
to the Lenders pursuant to paragraph (b) of this Article, and (2) any Mexican Subsidiary having a book value equal to or greater than 10% (ten percent) of GCS’
consolidated assets, sales and EBITDA, calculated in each case based on the financial information delivered to the Lenders pursuant to paragraph (b) of this Article;
provided, that the obligation set forth in this paragraph (r)(ii) shall be effective, as with respect to Fasa’s Mexican Subsidiaries, if and only if (y) the Borrower shall have
acquired, through any of its Subsidiaries, 95% (ninety five percent) or more of the outstanding shares of stock of Fasa, and (z) the Borrower shall have obtained from the
holders of the Bonds (in accordance with the procedure set forth to such effect in the relevant indenture), at no cost and within 45 (forty-five) Business Days from the date
of its acquisition of 95% (ninety-five percent) of the aforementioned shares, all such consents as may be necessary to make such transfer, to which effect it shall make and
cause Fasa to make its best efforts to obtain such consents and keep the Lenders appraised as with respect thereto.
(s) Subsequent Transaction. GCS shall acquire, directly or through a Subsidiary organized and existing under the laws of Mexico, all of the outstanding shares of stock
of Farmacias Benavides, S.A.B. de C.V. currently held by Fasa, or, if impractical for tax, legal or efficiency reasons (taking into consideration (i) the rights of Fasa’s minority
shareholders and (ii) the cost of such acquisition based on the opinion of a recognized independent expert), which GCS shall be required to prove to the Lenders, to their full (and
reasonable) satisfaction, then GCS shall do all such reasonable things as are within its control, to ensure that all the unrestricted cash flow generated by Farmacias Benavides,
S.A.B. de C.V.’s operations is used to repay the principal of, interest on, and other amounts payable in connection with the Loans, in either case within 24 (twenty-four) months from
the Drawdown Date for the Initial Drawdown (either or both such transactions, or any other equivalent transaction, the “Subsequent Transaction”); provided, that the terms of the
Subsequent Transaction shall be subject to the Lenders’ consent, which consent shall be granted if and only if, in addition to the approval of the Subsequent Transaction, the
Lenders shall have received undisputable evidence to the effect that (1) GCS has taken or will take, within such reasonable period as the parties may agree, any and all such
measures as may be necessary to comply with its payment obligations under the Loans (taking into consideration the effective periods and long-term nature thereof, as agreed by
the parties in the Commitment Letters), and (2) GCS has in place a plan (which must be sufficiently detailed) and shall take any and all such actions as may be necessary to achieve
and maintain a Net Indebtedness/EBITDA Ratio of less than 2.5 (two point five) (including the issuance of equity for the repayment of its Indebtedness) beginning upon the
expiration of the 24 (twenty-four) month period following the Drawdown Date for the Initial Drawdown.
(t)
Financial Ratios. GCS hereby covenants and agrees as follows:
(i) Net Indebtedness/EBITDA Ratio. (1) Beginning on the first full quarter following the Drawdown Date for the Initial Drawdown, and during the effective
term of this Agreement, GCS shall maintain a Net Indebtedness/EBITDA Ratio no greater than (A) 5.5 to 1, if as a result of the Acquisition GCS shall have acquired, directly
or indirectly, more than 66.7% (sixty-six point seven percent) of Fasa’s outstanding shares of stock, and (B) 4.5 to 1, if as a result of the Acquisition GCS shall have
acquired, directly or indirectly, less than 66.7% (sixty-six point seven percent) of Fasa’s outstanding shares of stock.
(2) GCS shall prepare and deliver to the Lenders a detailed plan for the achievement and maintenance, beginning upon the expiration of the 24
(twenty-four) month period following the Drawdown Date for the Initial Drawdown, a Net Indebtedness/EBITDA Ratio lower than 2.50 to 1. Such plan shall be detailed and
shall be submitted to the Lenders (together with a progress report as with respect thereto), for their review and approval, on a quarterly basis in accordance with paragraph
(b)(iii) of Article Eleven.
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