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**Exhibit 4.6**

 

SUMMARY OF THE AMENDMENT TO THE NON-POSSESSORYPLEDGE

 

In connection with theexecution of the Amendment Agreement with regard to the Credit Agreement dated August 2010, GCS also entered into certain amendmentagreements with regard to the ancillary agreement referred to hereinbelow. The following is a summary of the principal terms andconditions of:

 

The Amendment Agreementwith regard to the Pledge Agreement Subject to Retained Possession dated August 10 2011, by and between Casa Saba, S.A. de C.V.,as pledgor, and HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, Trust Division, asbeneficiary (the “Amendment to the Pledge Agreement Subject to Retained Possession”).

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**Amended Pledge AgreementSubject to Retained Possession.**

 

The definitions of CreditAgreement and Promissory Notes contained in the Pledge Agreement were amended as follows:

 

“Credit Agreement”shall mean the Credit Agreement dated August 30, 2010, among the Borrower, the Co-Obligors, the Lenders, the Beneficiary, as MexicanCollateral Agent, and HSBC Bank (Chile), as Chilean Collateral Agent, as fully amended and restated by the Amendment Agreementwith regard to the Credit Agreement, dated August 10, 2011, among the Borrower, the Co-Obligors, the Lenders, the Beneficiary,as Mexican Collateral Agent, and HSBC Bank (Chile), as Chilean Collateral Agent, by means of which the Lenders have agreed to makeavailable to the Borrower (i) Tranche 1, in the amount of Ps.3,939,167,424.45 (three billion nine hundred thirty-nine million onehundred sixty-seven thousand four hundred twenty-four pesos 45/100), of which Ps.$994,500,000.00 (nine hundred ninety-four millionfive hundred thousand pesos 00/100) will be funded by Banorte and Ps.2,944,667,424.45 (two billion nine hundred forty-four millionsix hundred sixty-seven thousand four hundred twenty-four pesos 45/100) will be funded by HSBC México; and (ii) Tranche2, in the amount of Ps.3,784,690,270.55 (three billion seven hundred eighty-four million six hundred ninety thousand two hundredseventy pesos 55/100), of which Ps.955,500,000.00 (nine hundred fifty-five million five hundred thousand pesos 00/100) will befunded by Banorte and Ps.2,829,190,270.55 (two billion eight hundred twenty-nine million one hundred ninety thousand two hundredseventy pesos 55/100) will be funded by HSBC México; as hereinafter amended from time to time.

 

“Promissory Notes”shall mean the promissory notes to be executed by the Borrower and guaranteed by the Co-Obligors, each in an amount equal to theportion of Tranche 1 and Tranche 2 funded by each Lender, substantially in the form of Exhibit 1 to the Credit Agreement.

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**Reaffirmation ofthe Terms of the Pledge Agreement; No Novation.**

 

The parties agreed thatthe above were the only amendments to, and reaffirmed and confirmed each and all of the remaining terms and conditions of the PledgeAgreement, which shall remain in full force and effect in accordance therewith. The parties further agreed that the Pledge Agreement,as amended by the foregoing Agreement, contains their entire and final agreement with respect to the subject matter thereof; andthat the execution of this Agreement does not constitute (i) a novation of their respective obligations under the Pledge Agreementor (ii) a novation, modification or settlement of the obligations secured by the Pledge Agreement.

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**Governing Law andJurisdiction.**

 

This Agreement shall begoverned by and construed in accordance with the laws of Mexico. The parties irrevocably submit to the jurisdiction of the competentcourts sitting in Mexico City, Federal District, for purposes of any action or proceeding relating to this Agreement, and herebywaive any other jurisdiction to which they may be now or hereafter entitled by reason of their present or future addresses.

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