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

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SUMMARY OF THE AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 4.2 As publicly disclosed by GCS on August 10, 2011, on such date GCSentered into an Amendment Agreement with regard to the Credit Agreement dated August 30, 2010, by means of which GCS had obtained the necessary funds to complete the acquisition of Farmacias Ahumada, S.A. in Chile. The parties to the agreement are as follows: (i) Grupo Casa Saba, S.A.B. de C.V. as borrower; (ii) 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. as Co-Obligors; (iii) HSBC México, S.A. Institución de Banca Múltiple, Grupo Financiero HSBC and Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte as lenders, (iv) HSBC México, S.A. Institución de Banca Múltiple, Grupo Financiero SHBC, División Fiduciaria as Mexican Collateral Agent; and (v) HSBC Bank (Chile) as Chilean Collateral Agent. The effectiveness of such agreement was subject to the satisfaction of certain conditions precedent, all of which were satisfied by GCS in September 2011. The Amended and Restated Credit Agreement includes the affirmative and negative covenants that are customary for this type of transaction. The following is a summary of the principal terms and conditions of the Amended and Restated Credit Agreement. The Loans. As of the September 5, 2011 of the Amended and Restated Credit Agreement, the Aggregate Amount of the Loans was divided into two tranches, each in the amount and with the characteristics set forth below: (i) Ps.3,939,167,424.45 (Three Billion Nine Hundred Thirty-Nine Million One Hundred Sixty-Seven Thousand Four Hundred Twenty Four Pesos 45/100) (“Tranche 1”), of which Ps.$994,500,000.00 (Nine Hundred Ninety-Four Million Five Hundred Thousand Pesos 00/100) would be funded by Banorte and Ps.2,944,667,424.45 (Two Billion Nine Hundred Forty-Four Million Six Hundred Sixty-Seven Thousand Four Hundred Twenty-Four Pesos 45/100) would be funded by HSBC México; and (ii) Ps.3,784,690,270.55 (Three Billion Seven Hundred Eighty-Four Million Six Hundred Ninety Thousand Two Hundred Seventy Pesos 55/100) (“Tranche 2”), of which Ps.955,500,000.00 (Nine Hundred Fifty-Five Million Five Hundred Thousand Pesos 00/100) would be funded by Banorte and Ps.2,829,190,270.55 (Two Billion Eight Hundred Twenty-Nine Million One Hundred Ninety Thousand Two Hundred Seventy Pesos 55/100) would be funded by HSBC México. Termination of Tranche B. HSBC Mexico’s obligation with respect to Tranche B (as such term is defined in the Original Credit Agreement) was terminated as of the Effective Date of the Amended and Restated Credit Agreement, without prejudice of any fees paid by the Borrower on or about the Drawdown Date for HSBC’s loan commitment. Interest. (a) The Borrower shall pay to each Lender, in respect of each Interest Period and without need for demand, interest on the outstanding principal amount of the Loans made available by such Lender, at an annual rate equal to the TIIE for the relevant Interest Period plus the Applicable Margin (the “Interest Rate”). (b) If the Central Bank of Mexico shall have temporarily or permanently discontinued the publication of the TIIE, the interest rate applicable in respect of any Interest Period shall be equal to the annual interest rate for new issues of 28 (twenty-eight) day Treasury Certificates most recently published by the Central Bank of Mexico in its Internet page prior to the commencement of the relevant Interest Period, plus the Applicable Margin.
(c) If the Central Bank of Mexico shall have temporarily or permanently discontinued the publication of both the TIIE and the rate referred to in paragraph (b) above, the interest rate applicable in respect of any Interest Period shall be equal to the Cost of Peso-Denominated Funds (Costo de Captación a Plazo de Pasivos Denominados en Pesos) most recently published by the Central Bank of Mexico in its Internet page prior to the commencement of the relevant Interest Period, plus the Applicable Margin. (d) If the Central Bank of Mexico shall have temporarily or permanently discontinued the publication of the TIIE and the rates referred to in paragraphs (b) and (c) above, the applicable interest rate shall be the interest rate published by the Central Bank of Mexico in lieu of the interest rate referred to in paragraph (c) above, plus the Applicable Margin. (e) Any substitute rate applicable pursuant to paragraphs (b), (c) and (d) above, shall cease to be in effect beginning on the first Interest Period immediately following the date on which the Central Bank of Mexico resumes publication of the TIIE. (f) Interest shall be due and payable on the last Business Day of each Interest Period (each such date, an “Interest Payment Date”); provided, that the last Interest Payment Date shall occur on the relevant Maturity Date. (g) Any and all interest due and payable under the Amended and Restated Credit Agreement shall be calculated based on the number of days actually elapsed in a year comprised by 360 (three hundred sixty) days, including the first but excluding the last day thereof. Late Interest. (a) If any amount due and payable under the Amended and Restated Credit Agreement or the Promissory Notes is not paid when due, such amount shall accrue late interest from the date on which it became due to the date on which it shall have been paid in full, at an annual rate equal to the Interest Rate for the relevant period, multiplied by two (2) (the “Late Interest Rate”). (b) The daily amount of late interest accrued by any past due amount shall be determined by multiplying such amount by the quotient of dividing the Late Interest Rate by 360 (three hundred sixty), which late interest shall be due and payable on demand by the Borrower based on the actual number of days elapsed and for so long as a default shall have occurred and be continuing. Repayment. (a) The Borrower shall repay to each Lender the principal outstanding portion of Tranche 1 funded by such Lender in 72 (seventy-two) consecutive monthly installments, each in an amount equal to the product of multiplying the disbursed amount of Tranche 1 by the percentage set forth in the schedule as with respect to the relevant Payment Date, beginning on the Payment Date immediately following the Effective Date of the Amended and Restated Credit Agreement (the last such date, the “Tranche 1 Maturity Date”). (b) The Borrower shall repay to each Lender the principal outstanding portion of Tranche 2 funded by such Lender in 84 (eighty-four) consecutive monthly installments, each in an amount equal to the product of multiplying the disbursed amount of Tranche 2 by the percentage set forth in the schedule as with respect to the relevant Payment Date, beginning on the Payment Date immediately following the Effective Date of the Amended and Restated Credit Agreement (the last such date, the “Tranche 2 Maturity Date”). Prepayments of Principal. (a) The Borrower shall be entitled to repay the principal amount of the Loans, together with any accrued but unpaid interest thereon and any other amounts due and payable in connection therewith pursuant to the Amended and Restated Credit Agreement, prior to its scheduled maturity, upon written notice to each Lender at least 10 (ten) Business Days prior to the proposed date of repayment of such principal. 2
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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
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Table of Contents 23. Reconciliatio
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Table of Contents 24. Supplementary
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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
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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 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: The Chilean Collateral Agent: HSBC
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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