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

(ii) EBITDA/Gross Interest Expense Ratio. During the effective term of this Agreement, GCS shall maintain an EBITDA/Gross Interest Expense Ratio no lower
than (1) 2.25 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) 2.75 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.
(iii) Minimum Stockholders’ Equity. GCS shall maintain, at a minimum, a consolidated stockholders’ equity of Ps.7,000,000,000 (seven billion Pesos) (which
initial amount was determined, for purposes of this Agreement, based on the Borrower’s internal consolidated financial statements as of March 31, 2010), including any
subsequent restatement thereof.
(iv) Capital Expenditures. Subject to paragraph (k) of Article Twelve, during the effective term hereof the Borrower and the Co-Obligors shall refrain, and the
Borrower shall cause each of its Subsidiaries, Fasa and Fasa’s Subsidiaries to refrain from incurring in any Capital Expenditures representing, in the aggregate, more than
$45,000,000 (forty-five million Dollars) or its equivalent in any other currency.
ARTICLE TWELVE. Negative Covenants. For so long as any amount owed pursuant to this Agreement, the Promissory Notes and the other Loan Documents shall
remain outstanding:
(a) Indebtedness. The Borrower and each Co-Obligor shall refrain from incurring, assuming or suffering the existence of any Indebtedness (in each case, net of all cash
and investments constituting cash equivalents) of the Borrower, its Subsidiaries (including the Co-Obligors), Fasa or its Subsidiaries, with:
(i) any Affiliate, except for any Indebtedness incurred by the Borrower’s Subsidiaries on an arm’s length basis and in the ordinary course consistent with past
practices, as with respect to the Borrower; or
(ii) any third party, except for: (1) the Indebtedness incurred pursuant to this Agreement, the Promissory Notes and any Loan Document; (2) any Indebtedness
in the form of customer deposits or advances on account of goods, received in the ordinary course consistent with past practices; (3) any Indebtedness incurred in order to
prepay the Loans (provided that such prepayment is made concurrently with the incurrence thereof); (4) any Indebtedness incurred by the Borrower and its Subsidiaries for
working capital purposes only, provided that the amount thereof does not exceed, in the aggregate, from Ps.550,000,000 (five hundred fifty million Pesos) or its equivalent in
any other currency; and (5) any Indebtedness incurred by Fasa and its Subsidiaries, in an amount not to exceed, in the aggregate, from $175,000,000 (one hundred seventyfive
million Dollars) or its equivalent in any other currency; provided, that for purposes of this subparagraph (ii)(5), the term cash and investments constituting cash
equivalents shall include the insurance proceeds to be received by Fasa and its Subsidiaries in connection with the insurance claims relating to the earthquake experienced
by Chile on February 27, 2010.
(b) Liens. The Borrower and each Co-Obligor shall refrain, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to refrain from
creating, assuming or suffering the existence of any Lien, of whichever nature and howsoever designated, on any of its present or future assets, except for the following (the
“Permitted Liens”):
(i) Liens deriving from any tax, employment or social security obligation, or mandated by law, which Liens are being contested by it in good faith through the
appropriate procedures and/or for which it has created the requisite reserves or other provisions in accordance with the Financial Reporting Standards, as the case may be;
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