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

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(c) Any amendment to this Agreement, the Promissory Notes or the other Loan Documents shall be subject to the consent of Lenders representing and holding at least a Majority of the aggregate principal amount outstanding under all Loans; provided, that the amendment of any of the following terms shall be subject to the consent of Lenders representing 100% (one hundred percent) of the aggregate principal amount outstanding under all Loans: (i) (ii) the amendment of the aggregate amount of the Loans; the amendment of the Interest Payment Dates or the Maturity Date; (iii) the reduction of the outstanding amount of all Loans, or the reduction of any other amount due and payable by the Borrower and the Co-Obligors pursuant to this Agreement or the Promissory Notes (including the interest rate applicable thereto); (iv) (v) (vi) the terms and conditions for the calculation of the interest payable on the outstanding principal amount of the Loans; the release or cancellation of, or any material amendment to, the Collateral Documents; and the amendment of this Article Twenty-Six. (d) Any amendment to this Agreement, the Promissory Notes or any other Loan Document, as with respect to the obligations, liability or powers and authority of the Mexican Collateral Agent or the Chilean Collateral Agent, shall be subject to the prior written consent of the Mexican Collateral Agent or the Chilean Collateral Agent, as the case may be. (e) The Lenders shall be entitled to such fees in connection with any waiver in respect of or amendment to any of the Loan Documents requested by the Borrower, as the Lenders may determine and agree with the Borrower prior to the granting of such waiver or the execution of such amendment. ARTICLE TWENTY-SEVEN. Counterparts. This Agreement may be executed in such number of counterparts as the parties may determine by mutual consent, all of which shall constitute one and the same Agreement. ARTICLE TWENTY-EIGHT. Headings. The parties agree that the headings of the articles hereof are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. ARTICLE TWENTY-NINE. Exhibits. The parties agree that the exhibits hereto constitute an integral part hereof and are deemed incorporated herein by reference, and this Agreement shall be interpreted taking into consideration the contents of each such exhibit. ARTICLE THIRTY. Special Waiver. To the extent applicable, the parties hereby irrevocably waive their right to file action to rebalance their obligations hereunder and under the Loan Documents pursuant to articles 1796 and 1796-Bis of the Civil Code for the Federal District and the corresponding articles of the civil codes for all states of the Mexican Republic. [The next page is the signatures page.] 42
This Credit Agreement is executed in Mexico City, Federal District, this 30th day of August, 2010. The Borrower: Grupo Casa Saba, S.A.B. de C.V. By: Manuel Saba Ades Title Attorney-in-fact The Co-Obligors: Casa Saba, S.A. de C.V., Drogueros, S.A. de C.V., Farmacias ABC de México, S.A. de C.V., Daltem Provee Nacional, S.A. de C.V., Publicaciones Citem, S.A. de C.V., Daltem Provee Norte, S.A. de C.V., Centennial, S.A. de C.V., and Controladora Casa Saba, S.A. de C.V. By: Manuel Saba Ades Title: Attorney-in-fact The Lenders: HSBC México, S.A., Institución de Banca Mútliple, Grupo Financiero HSBC By: Ignacio de Jesús Zubiria Maqueo Title: Attorney-in-fact
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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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Table of Contents ii) For Mexican F
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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 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 and 238: (iii) Neither the Chilean Collatera
Page 239 and 240: (h) Effective Term. Unless revoked
Page 241: (c) effective. Absent written notic
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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