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**Exhibit 4.4**

 

SUMMARY OF THE AMENDMENT TO THE IRREVOCABLE

GUARANTY TRUST AGREEMENT NO. F/00756

 

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 Irrevocable Guaranty Trust Agreement No. F/00756, dated August 10, 2011, among (i) Grupo Casa Saba, S.A.B. de C.V.,Casa Saba, S.A. de C.V., Inmuebles Visosil, S.A. de C.V. Distribuidora Citem, S.A. de C.V. and Transportes Marproa, S.A. de C.V.,as settlors; (ii) Última del Golfo, S.A. de C.V., Capa, S.A. de C.V., Alta del Centro, S.A. de C.V., Solo, S.A. de C.V.,Estrella del Pacífico, S.A. de C.V., Medicamentos Doctorgen, S.A. de C.V., Inmuebles Visosil, S.A. de C.V., Drogueros, S.A.de C.V., Daltem Provee Nacional, S.A. de C.V., Casa Saba, S.A. de C.V., Farmacias ABC, 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 issuers; (iii)The Bank of New York Mellon, S.A., Institución de Banca Múltiple, as trustee; and (iv) HSBC México, S.A.,Institución de Banca Múltiple, Grupo Financiero HSBC, Trust Division, as beneficiary (the “Amendment to TrustNo. F/00756”).

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**Amended Trust AgreementNo. F/00756**

 

The definitions of CreditAgreement and Promissory Notes contained in the Trust 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.

 

In addition, articles Three,Four and Twenty-Eight of the Trust Agreement were amended as follows:

 

“*THREE. Purposes.The purposes of the trust created pursuant hereto, and the obligations of the Trustee hereunder, shall be as follows:*

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*[...]*

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*(i) for the Trusteeto receive all such amounts as the Borrower may forward to it from time to time for purposes of the creation of the Debt ServiceReserve Fund;*

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*(j) for the Trusteeto establish and manage the Debt Service Reserve Fund and disburse the funds allocated thereto in accordance with the provisionshereof.”*

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*“FOUR. TrustEstate.*

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*[...]*

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*(i) the amounts allocatedto the Debt Service Reserve Fund, and all interest accrued thereby.”*

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*“TWENTY-EIGHT.Debt Service Reserve Fund. The Trustee shall open and maintain with HSBC México, S.A., Institución de BancaMúltiple, Grupo Financiero HSBC, or with such other banking institution as the Borrower may designate with the Beneficiary’sconsent, an account for purposes of the creation of a debt service reserve fund (the “Debt Service Reserve Fund”)and the receipt of all amounts forwarded to it by the Borrower, until the amount deposited in such account shall be equal to theaggregate amount of the next three (3) scheduled monthly installments of principal pursuant to the Credit Agreement, plus all interestaccrued during the relevant Interest Period, multiplied by three (3), as of the relevant determination date (the “DebtService Reserve Fund Target Amount”),in accordance with paragraph (f) of Article Eleven of the Credit Agreement.*

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*In the event of theBorrower’s failure to pay to the Lenders any principal or interest in accordance with the provisions of the Credit Agreement,the Beneficiary, upon receipt of instructions to such effect from the Lenders, may instruct the Trustee to transfer to the Lenders,out of the funds then allocated to the Debt Service Reserve Fund, the amount of principal and interest not paid in accordance withthe Credit Agreement. Such instructions shall indicate the amount to be transferred to each Lender and contain the necessary informationas to the bank accounts to which such funds must be transferred. Such transfer shall be made by the Trustee on the first BusinessDay following the receipt of the aforementioned instructions from the Beneficiary.”*

 

(e)          As a result of theabove, the parties hereby agree that effective as of the date of execution of this Agreement, (i) any and all references to the“Credit Agreement” and the “Promissory Notes”, in the Trust Agreement, shall refer to the Credit Agreementand the Promissory Notes, as defined in paragraphs (a) and (b) of this Article One, and (ii) any and all references to “thisAgreement”, “herein” or other similar words used to refer to the Trust Agreement, shall mean and shall be deemedto refer to the Trust Agreement, as hereby amended.

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**Reaffirmation ofthe Terms of the Trust 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 TrustAgreement, which shall remain in full force and effect in accordance therewith. The parties further agreed that the Trust 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 Trust Agreementor (ii) a novation, modification or settlement of the obligations secured by the Trust 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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