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

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(b) The principal amount of the Loans, net of any applicable taxes, shall be subject to prepayment by the Borrower in the event of and with the proceeds from: (i) any sale, assignment or other transfer of assets by GCS or any of its Subsidiaries (including the Co-Obligors), other than (1) any sale of its inventories in the ordinary course consistent with its past practice and (2) any sale of assets representing, in a single transaction or a series of successive transactions, in any fiscal year, less than $10,000,000 (ten million Dollars) or its equivalent in any other currency, provided that the proceeds of such sale are used to purchase new assets within 180 (one hundred eighty) days from the drawdown date; (i) the issuance of any Equity Interest or the issuance or incurrence of any Indebtedness by GCS or its Subsidiaries (including the Co-Obligors), other than any Indebtedness permitted by paragraph (a) of Article Twelve, for purposes other than the repayment of the Loans; (ii) the transfer of any Equity Interest in its Subsidiaries; (iii) any amount received by GCS or any of its Subsidiaries (including the Co-Obligors) as adjustment to the purchase price or as indemnification under the Acquisition Documents; (iv) any insurance proceeds received in connection with the occurrence of an insured event, to the extent not used to replace the relevant assets; and (v) 100% (one hundred percent) of the Cash Surplus, if the Net Indebtedness/EBITDA Ratio shall be greater than 2.5 to 1, or 50% (fifty-percent) of the Cash Surplus, if the Net Indebtedness/EBITDA Ratio shall be equal to or lower than 2.5 to 1, which amount shall in either case be due and payable within 10 (ten) Business Days from the delivery of the quarterly financial information referred to in paragraph (b) of Article Eleven). (c) Subject to paragraph (b) of Article Nine, all prepayments shall be allocated to repay the Loans in inverse order to their maturity. If the prepaid amount shall be equal to or less than $50,000,000 (fifty million Dollars) or its equivalent in any other currency, 50% (fifty percent) of such amount shall be allocated to repay Tranche 1 and the remaining 50% (fifty percent) shall be allocated to repay Tranche 2, on a pro rata basis taking into consideration the outstanding amount of the Loans funded by each Lender. If the prepaid amount shall exceed 50,000,000 (fifty million Dollars) or its equivalent in any other currency, the Borrower shall have the right to determine the percentage of such amount that shall be allocated to repay the Loans, or to repay Tranche 1 or Tranche 2. If the Net Indebtedness/EBITDA Ratio shall then be equal to or lower than 2.5 to 1, 30% (thirty percent) of the prepayment shall be allocated to repay Tranche 1 and the remaining 70% (seventy percent) shall be allocated to repay Tranche 2, regardless of the amount of such prepayment, on a pro rata basis taking into consideration the outstanding amount of the Loans funded by each Lender. (d) To the extent that any prepayment is made on a Payment Date, the Borrower shall not be required to pay any fee or penalty to the Lenders. If a prepayment shall occur on a date other than a Payment Date, the Borrower shall pay to each Lender any and all costs and expenses incurred by the latter in connection therewith, within 15 (fifteen) days from the receipt of demand therefor from the relevant Lender; provided, that such Lender shall have delivered to the Borrower a document containing a reasonably detailed breakdown of the calculation of the relevant charges, which document shall have binding effect absent any calculation error. (e) If the Borrower shall have failed to make any prepayment following the delivery of notice thereof to the Lenders, the Borrower shall pay to each Lender, upon demand, any and all costs and expenses incurred by the latter in connection with such repayment, provided that such Lender shall have delivered to the Borrower a reasonably detailed description of such cost or expense. 3
Joint and Several Obligations. (a) Pursuant to articles 1,987 (one thousand nine hundred eighty-seven), 1,988 (one thousand nine hundred eighty-eight) and other applicable provisions of the Federal Civil Code (Código Civil Federal), and the corresponding articles of the civil codes for the Federal District and all states of the Mexican Republic, each Co-Obligor has agreed to be held jointly and severally liable with the Borrower for the payment, when due, of the principal amount of, interest on, and any fees or other amounts due and payable hereunder and under the Promissory Notes and the other Loan Documents, irrespective of whether their joint and several obligations are expressly set forth in the relevant articles of the Amended and Restated Credit Agreement, the Promissory Notes or the other Loan Documents. Accordingly, the Lenders shall be entitled to demand payment of any such amount, indistinctly, to the Borrower and/or any of the Co-Obligors, either jointly or individually. (b) In addition to its obligations pursuant to the preceding paragraph, each Co-Obligor has agreed to execute, as guarantor, any and all Promissory Notes issued under the Amended and Restated Credit Agreement. (b) If any Co-Obligor shall have paid any amount on behalf of the Borrower, the Borrower and the Co-Obligors have agreed not to seek the recovery of such amount from the other Co-Obligors unless and until the Lenders shall have received payment of any and all amounts due and payable thereto pursuant to the Amended and Restated Credit Agreement, the Promissory Notes and the other Loan Documents. Certain Acceleration Events. (a) Payment Defaults. If the Borrower or any Co-Obligor shall have failed to pay when due any principal, interest or other amounts (including any fees) payable by it pursuant to the Amended and Restated Credit Agreement, the Promissory Notes or any of the other Loan Documents. (b) Representations and Information. If any of the representations of the Borrower or any Co-Obligor under the Amended and Restated Credit Agreement, any of the Loan Documents or any certificate, financial statement or other document provided or delivered under the Amended and Restated Credit Agreement or any Loan Document, or any information or document provided by the Buyer or any Co-Obligor pursuant thereto, shall prove incomplete, incorrect, false or misleading in any material respect. (c) Other Defaults. If the Borrower or any Co-Obligor shall have defaulted with the performance of its obligations under paragraphs (b)(i), (b)(ii), (b)(iii) or (b)(iv) of Article Eleven, and such default shall have remained uncured for a period of 30 (thirty) days, under paragraph (d) thereof, and such default shall have remained uncured for a period of 30 (thirty) days, under paragraph (e) thereof, and such default shall have remained uncured for a period of 5 (five) days, under paragraph (f) thereof, and such default shall have remained uncured for a period of 15 (fifteen) days, under paragraph (h) thereof, and such default shall have remained uncured for a period of 30 (thirty) days, under paragraph (m) thereof, and such default shall have remained uncured for a period of 30 (thirty) days, or under paragraph (n) thereof, and such default shall have remained uncured for a period of 15 (fifteen) days, or with any of its other obligations under the Amended and Restated Credit Agreement (other than those referred to in paragraphs (a) or (c) above) or under the other Loan Documents, and such default shall have remained uncured for a period of 30 (thirty) days, in each such case from the earlier of (i) the date on which any Authorized Officer of the Borrower acquired knowledge of such default or (ii) the delivery of a notice of default by any Lender to the Borrower. (d) Default with Other Indebtedness. (i) If the Borrower, any of its Subsidiaries or any Co-Obligor shall have defaulted in the performance of its obligations orin an event of default shall have occurred under any indenture, agreement or credit or other similar instrument relating to any Indebtedness incurred by any of them (other than the Indebtedness incurred pursuant to the Amended and Restated Credit Agreement, the Promissory Notes and the other Loan Documents) in an amount equal to or in excess of $5,000,000 (five million Dollars) or its equivalent in any other currency (based on the prevailing exchange rate for such currency as of the relevant determination date), which default or event of default could give rise to the acceleration of such Indebtedness, or (ii) if the Borrower, any of its Subsidiaries or any Co-Obligor shall have failed to pay when due the principal of, interest on, or any other amount payable by it in connection with any Indebtedness incurred by any of them (other than the Indebtedness incurred pursuant to the Amended and Restated Credit Agreement, the Promissory Notes and the other Loan Documents). 4
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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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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 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: (c) If the Central Bank of Mexico s
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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