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

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provided, notwithstanding the restrictions contained in this paragraph (b), that the Borrower, its Subsidiaries, the Co-Obligors, Fasa and Fasa’s Subsidiaries shall be entitled to sell or transfer any other assets so long as the proceeds of any such sale or transfer are used to repay the Loans in accordance with paragraph (b) of Article Eight. (e) Loans. 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 guaranteeing any kind of credit or Loan, whether secured or unsecured, except for (i) any Loan between the Borrower and its Subsidiaries so as to satisfy any payment obligation pursuant to this Agreement, (ii) any Loan between the Borrower’s Subsidiaries so as to enable the borrower thereunder to satisfy any obligation incurred in the ordinary course consistent with past practices, and (iii) any credit to or from customers and vendors in the ordinary course consistent with past practices. (f) Intercompany Payments. 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 making any payment to its Subsidiaries or Affiliates on account of any Indebtedness or other liabilities, if such payment or distribution results or could result in a payment or distribution to a third party other than in the ordinary course consistent with past practices. (g) Change in Business. 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 making any material change in its business activities, as conducted as of the date of this Agreement. (h) Dividend Payments. (i) The Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to refrain from incurring or assuming any obligation or entering into any contractual arrangement prohibiting, restricting or seeking to prohibit, restrict or condition, directly or indirectly, the approval or payment of dividends or other distribution to its shareholders, or any Loan or credit from any of the Borrower’s Subsidiaries, Fasa or any of Fasa’s Subsidiaries, to the Borrower or the Co-Obligors. (ii) GCS shall refrain from paying any dividend or making any distribution to its shareholders, including through the reduction of their Equity Interests. (iii) The Borrower shall do any and all such things as may be necessary to cause its Subsidiaries, to the extent they have reported available profits, to declare and pay to it dividends in such amounts as may be necessary to enable it to satisfy in full and when due its payment obligations in respect of the Loans, including any mandatory dividend payment pursuant to the applicable laws of Chile. (i) Liquidation, Dissolution, Reorganization. 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 approving any resolution as with respect to its dissolution or liquidation (or from entering liquidation or dissolution proceedings), bankruptcy or reorganization (concurso mercantil), except if (i) the relevant Subsidiary is immaterial and (ii) in the Lenders’ opinion, such dissolution and liquidation does not materially affect the Borrower’s obligations hereunder and under the other Loan Documents. (j) Prepayments of Indebtedness. 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 prepaying any Indebtedness, unless such prepayment includes the pro rata prepayment of the Loans. (k) Acquisition of Assets. 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 acquiring any asset other than as necessary for the conduct of its business (including any real property used primarily in connection with the development of its business activities), or any shares of any company other than a Subsidiary engaged in the same line of business as the Borrower, or in any supplemental line of business; provided, that the Acquisition shall not be limited by the provisions contained in this paragraph (k). 26
ARTICLE THIRTEEN. Conditions Precedent for the Loans. (a) Conditions for All Drawdowns. Each Lender’s obligation to make the Loans available to the Borrower, and the Borrower’s right to make any Drawdown, shall be subject to the prior receipt by the Lenders, in form and substance reasonably acceptable to them, of the following documents and information, or the occurrence of the following events, subject to any such information, document or event having been waived by all Lenders (and the second Business Day following the date on which any and all such documents and information shall have been received and any and all such events shall have occurred or been waived by the Lenders, shall be referred to herein as the “Effective Date”): (i) this Agreement, duly executed by the Borrower, each Co-Obligor and the other parties, including the ratification of the signatures of the Borrower and each Co-Obligor before a notary public, and subsequently legalized by Chile’s Consul in Mexico, and registered (formalized) by a notary public in Chile; (ii) certified copies of all the corporate authorizations and third-party consents necessary for the Acquisition, this Agreement and the other Loan Documents to be valid, effective and enforceable against the Borrower and each Co-Obligor; (iii) irrevocable instructions to each Lender, duly executed by the Borrower, authorizing such Lender to charge to the account used by it for purposes of the disbursement of the Initial Drawdown, the amount of any and all fees, expenses (including such Lender’s legal expenses) and taxes incurred on or before the Drawdown Date for the Initial Drawdown pursuant to this Agreement and the other Loan Documents; provided, that such irrevocable instructions may be contained in the Drawdown Notice delivered to each Lender; (iv) certified copies of the notarial instruments containing (1) the corporate bylaws of the Borrower and each Co-Obligor as currently in effect, and (2) the powers of attorney of the individuals executing this Agreement, the Promissory Notes and the other Loan Documents (including, without limitation, the Collateral Documents) on behalf of the Borrower and each Co-Obligor. (v) (1) Fasa’s audited individual and consolidated financial statements as of December 31, 2007, 2008 and 2009, and GCS’s and Fasa’s internal individual and consolidated financial statements as of June 30, 2010, and (2) the audited individual financial statements of each Co-Obligor as of December 31, 2007, 2008 and 2009, and its internal financial statements as of June 30, 2010, in each case together with a certificate of authenticity executed by an Authorized Officer of the Borrower; (vi) (1) a favorable legal opinion issued by Mijares, Angoitia, Cortés y Fuentes, S.C., Mexican counsel to the Borrower and the Co-Obligors, and (2) a favorable legal opinion issued by Carey y Cía., Chilean counsel to the Borrower and the Co-Obligors, in each case in form and substance satisfactory to a Majority of the Lenders; (vii) (1) a favorable legal opinion issued by Ritch Mueller, S.C., Mexican counsel to the Lenders, and (2) a favorable legal opinion issued by Claro y Cía., Chilean counsel to the Lenders, in each case in form and substance satisfactory to a Majority of the Lenders; (viii) the public instruments containing the Pledge Agreements Subject to Retained Possession, duly executed by the Borrower and each Co-Obligor, which shall be valid and enforceable in accordance with their terms, together with evidence to the effect that such instruments have been filed for registration with the Public Registry of Property and Commerce for the Federal District; (ix) a certificated issued by the Public Registry of Property and Commerce for the Federal District, to the effect that there is no lien recorded in the files maintained thereby in respect of the Borrower and each Co-Obligor; 27
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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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Table of Contents 10. Goodwill, int
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Table of Contents At December 31, 2
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Table of Contents On January 25 and
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Table of Contents 13. Other payable
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Table of Contents 15. Foreign curre
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Page 177 and 178: Table of Contents c) Tax loss carry
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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
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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 and 218: (e) If the Borrower defaults with a
Page 219 and 220: (iii) concurrently with the deliver
Page 221 and 222: (j) Maintenance of Property. The Bo
Page 223 and 224: (ii) To the extent permitted by the
Page 225: (ii) date thereof; Liens imposed by
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
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FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

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