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

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(b) Indemnification. The Borrower, the Co-Obligors and the Lenders, by reason of their respective roles as such, hereby agree to indemnify the Lenders (in proportion to the Loans made available by them), the Mexican Collateral Agent, the Chilean Collateral Agent and their respective trust officers, employees, officers, representatives, attorneys and agents against, and to hold them free and harmless from, any loss, liability, claim, damage, lost profits or expenses suffered or incurred by the Mexican Collateral Agent or the Chilean Collateral Agent as a result of any act or omission hereunder or under the other Loan Documents, or in connection with any claim, proceeding, litigation, complaint, action or decision (including any threatened proceeding or action) filed, commenced, issued or imposed by any person or competent authority in Mexico and/or abroad, against or upon the Mexican Collateral Agent, the Chilean Collateral Agent and/or their respective trust officers, employees, officers, attorneys and agents, other than as a result of the gross negligence, bad faith or willful misconduct of the Mexican Collateral Agent or the Chilean Collateral Agent, as the case may be. Neither the Mexican Collateral Agent nor the Chilean Collateral Agent shall be required to incur in any expense using its own funds, or to incur in any financial liability other than those assumed by it in its capacity as agent or representative in compliance with the provisions contained in this Agreement and the Collateral Documents. The obligations of the Borrower and the Co-Obligors under this paragraph (C)(b) of Article Twenty shall survive the termination of this Agreement. (c) Fees and Expenses. The Borrower hereby agrees to pay any and all of the fees and reasonable, documented expenses incurred by the Mexican Collateral Agent or the Chilean Collateral Agent pursuant to Exhibit O hereto. (d) Resignation. The Mexican Collateral Agent and the Chilean Collateral Agent may resign their appointments upon not less than 60 (sixty) Business Days’ written notice to all the Lenders. In such event, the Lenders shall appoint, by Majority, a new Mexican Collateral Agent. The Mexican Collateral Agent and the Chilean Collateral Agent shall not be released from their duties until the substitute agent shall have assumed its duties. (e) Tax Obligations. The parties expressly agree that any and all taxes, contributions, fees or charges of any nature whatsoever, arising in connection with the performance of the Mexican Collateral Agent or the Chilean Collateral Agent under the Collateral Documents to which it is a party, shall be the sole and exclusive responsibility of the Lenders and the Borrower, as applicable in accordance with the law and such Collateral Documents; provided, that at no time shall the Mexican Collateral Agent or the Chilean Collateral Agent be liable for the calculation, withholding or payment of any amount, contribution or fee of a tax nature and, accordingly, the Lenders and the Borrower hereby expressly release the Mexican Collateral Agent and the Chilean Collateral Agent from any liability therefor. (f) Instructions Following the Occurrence of an Acceleration Event. The Lenders hereby agree that, except as otherwise determined by all Lenders, in the event of occurrence of an Acceleration Event hereunder, any and all actions commenced against the Borrower or the Co-Obligors as a result of their default with their obligations under any of the Loan Documents shall be brought, whether jointly or individually, by a Majority pursuant to articles Fourteen and Twenty-Six hereof, and the Lenders, either jointly or individually, shall be entitled to instruct the Mexican Collateral Agent or the Chilean Collateral Agent, as the case may be, to sell the collateral provided pursuant to the Collateral Documents; provided, that (i) no Lender shall be liable for any action commenced individually by any other Lender and (ii) the proceeds of the sale of any collateral provided pursuant to the Collateral Documents shall inure to the benefit of all Lenders in accordance with Article Nine. (g) Instructions Generally. The Lenders hereby agree that all instructions, notices and other communications required or permitted to be given hereunder and under the Collateral Documents shall be in writing and shall become effective upon their receipt by the Lenders, the Borrower, the Co-Obligors, the Mexican Collateral Agent or the Chilean Collateral Agent, as the case may be, at the address set forth in Article Twenty-One hereof, and in the Collateral Documents. The original of any such instruction may be delivered by certified mail, return receipt requested, or transmitted via facsimile or other means of communication (including e-mail, in PDF Acrobat format, duly executed and signed), subject to the satisfaction of the provisions contained in this Article. The Lenders, aware of the risks associated with the delivery of instructions by electronic means, including errors, lack of safety and confidentiality, and the potential for fraud, have agreed with the Mexican Collateral Agent and the Chilean Collateral Agent that any and all instructions relating to this Agreement shall be delivered in the manner set forth in the preceding paragraph. Accordingly, the Lenders hereby authorize the Mexican Collateral Agent and the Chilean Collateral Agent to abide by any instructions received by them through such means, and hereby release them from any and all liability in connection with any such transmission and agree to indemnify them in accordance with paragraph (C) of this Article Twenty. The Mexican Collateral Agent shall not be required to verify the authenticity of any instruction or notice, or the identity of the person issuing or confirming it, so long as it is delivered by a duly authorized officer. Accordingly, the Lenders shall be bound by any instruction or notice sent on their behalf and accepted by the Mexican Collateral Agent or the Chilean Collateral Agent. 38
(h) Effective Term. Unless revoked by the Lenders, the agency and authority hereby established and granted shall remain in effect until such time as all the payment obligations that gave rise to the execution of the Collateral Documents, shall have been performed in full to the Lenders’ satisfaction. (i) Conflicts of Interest. The parties hereto have accepted and agreed that HSBC México and the Mexican Collateral Agent shall be one and the same entity (although its banking and Loan division and its trust division are not directly dependent upon or subordinated to one another) and, accordingly, the parties have taken all such measures as they have deemed necessary or advisable to address any potential conflict of interests, which measures have been or shall be reproduced in this Article and in the Collateral Documents to their fullest satisfaction. Accordingly, each party to this Agreement and, in particular, the Borrower, hereby agrees as follows: (i) it understands and agrees with the content and legal consequences of this paragraph (C)(i); (ii) notwithstanding that one and the same entity shall serve as principal and agent for purposes of this Agreement and the Collateral Documents, the parties hereby recognize and acknowledge the separate nature of its duties as Lender and Mexican Collateral Agent, and hereby expressly authorize HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, to execute the transactions subject matter of this Agreement (including the Collateral Documents), through its authorized officers and trust officers, respectively; and (iii) pursuant to this Article, each and all of the obligations of the Mexican Collateral Agent shall be performed solely and exclusively by its trust division and no such obligation shall terminate by reason of the above. Lastly, if but only if a competent authority were to determine that the execution of this Agreement by different members of a single financial group constitutes a potential conflict of interests, the parties shall replace the agent in accordance with the terms and conditions set forth herein. (j) Acknowledgment. The parties hereby acknowledge and agree that the Mexican Collateral Agent has clearly and unequivocally explained to them the meaning, scope and legal consequences of Article 106(XIX) of the Law of Credit Institutions and Section 5.5 of Official Communication 1/2005, issued by the Central Bank of Mexico, which are deemed incorporated herein by reference. (k) Identification. Based upon the preceding paragraphs of this Article, the Borrower, the Lenders, the Mexican Collateral Agent and the Chilean Collateral Agent hereby agree to assign identification number C/301515 to the agency agreement incorporated into this Agreement. ARTICLE TWENTY-ONE. Notices. (a) The parties hereby designate the following addresses for purposes of any notices hereunder: The Borrower and the Co-Obligors: Paseo de la Reforma 215, Piso 4 Col. Lomas de Chapultepec 11000 Mexico, D.F. Att: Alejandro Sadurni Tel: (55) 5284-6669 E-mail: asadurni@casasaba.com 39
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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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Table of Contents On December 18, 2
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Table of Contents c) Tax loss carry
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Table of Contents All significant t
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Table of Contents On December 7, 20
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Table of Contents ● ● For real
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Table of Contents 22. Differences b
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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
Page 197 and 198: Table of Contents ● In October 20
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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
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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 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: (iii) Neither the Chilean Collatera
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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