Exhibit 10.53
[LOGO]
DATED ______________ 2001
(1) UNITED BREWERIES LIMITED
(2) UNITED BREWERIES INTERNATIONAL (UK) LIMITED
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SUPPLEMENTAL AGREEMENT
to a Licence Agreement
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THIS SUPPLEMENTAL AGREEMENT is made on 2001
BETWEEN:-
(1) UNITED BREWERIES LIMITED, a company registered in India with number 08/740
whose registered office is at 0/0, Xxxxxx Xxxxxx Xxxx, Xxxxxxxxx 560 001,
India ("UB"); and
(2) UNITED BREWERIES INTERNATIONAL (UK) LIMITED, a company registered in
England with number 1688201 whose registered office is at 00 Xxxxxx Xxxx,
Xxxxxxx Xxxxxx, Xxxxxx XX00 0XX ("UBI (UK)").
INTRODUCTION
(A) UB and UBI (UK) entered into a Licence Agreement on 9 October 1998 (the
"Original Agreement"), whereby UB appointed UBI (UK) as its exclusive
licensee of the Trade Marks in the Territory.
(B) Following discussions between the parties, UB and UBI (UK) now wish to
enter into this Supplemental Agreement in order to make certain amendments
to the Original Agreement.
IT IS AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
Save as expressly set out herein, words and phrases defined in the
Original Agreement shall have the same meaning when used in this
Supplemental Agreement.
2. COMMENCEMENT
This Supplemental Agreement shall commence on the date hereof.
3. AMENDMENTS TO THE ORIGINAL AGREEMENT
3.1 The definitions of "Brewing Agreement", "Territory" and "UBSN Licence" in
clause 1.1 of the Original Agreement shall be deleted and replaced by the
following definitions:-
"Brewing Agreement the brewing agreement dated 9 October 1998 between
UBI (UK), UBSN and SN, as the same may be amended,
supplemented, varied or replaced from time to
time;" and
"Territory the United Kingdom, Belgium, the Netherlands,
France, Germany, Italy, Austria, Switzerland,
Finland, Sweden, Norway, Denmark, Eire,
Luxembourg, Iceland, Greece, Spain, Portugal,
Liechtenstein and the United States of America;"
"UBSN Licence the licence granted in the
distribution agreement dated 9 October 1998
between UBI (UK) and UBSN, as the same may be
amended, supplemented, varied or replaced from
time to time.".
3.2 The following clause shall be inserted as a new
clause 3.4:-
"3.4 Without prejudice to clause 3.3, UB shall, at its own expense
throughout the Term, continue to maintain the registrations of the
Trade Marks (including by the payment of renewal fees), shall comply
with the reasonable directions of UBI (UK) or any sub-licensee or
any sub-sub-licensee of the Trade Marks in relation thereto and
shall provide UBI (UK) with copies of such documents as UBI (UK) or
any sub-licensee or any sub-sub-licensee of the Trade Marks may
reasonably require to evidence the subsistence of the Trade Marks
and entries at the relevant trade xxxx registries, including
evidence that renewal and other fees have been duly paid. Without
prejudice to the generality of the foregoing, UB shall procure that
the registration of the UK registered trade xxxx specified in
Schedule 1 is renewed (and all necessary renewal fees paid) prior to
its expiry on 23 September 2003. UB hereby acknowledges and agrees
that the provisions of this clause 3.4 are intended to, and shall,
benefit any sub-licensees and any sub-sub-licensees of the Trade
Marks.".
3.3 Clause 5.1 of the Original Agreement shall be deleted and replaced by the
following:-
"5.1 This Agreement shall be deemed to have commenced on 9 October
1998 and shall continue for a period of 15 years from such date
("the Initial Term").".
3.4 Clause 7 of the Original Agreement shall be deleted and replaced by the
following:-
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"7.1 Without prejudice to clauses 7.2 and 7.3, neither party shall,
without the prior written consent of the other, assign, mortgage,
charge or otherwise deal with any of its rights and/or obligations
under this Agreement.
7.2 If UB wishes to transfer any of its obligations under this Agreement
to any person (each a "Transferee"), it shall ensure that, as a
pre-condition of any such transfer, the Transferee simultaneously
enters into an agreement agreeing to be bound by the obligations of
UB, mutatis mutandis, under this Agreement and shall require that
any such Transferee imposes an equivalent obligation on any other
transferee of such obligations.
7.3 If UBI (UK) wishes to transfer any of its rights and/or obligations
under this Agreement to any person (other than UBSN) (each a
"Transferee"), it shall ensure that, as a pre-condition of any such
transfer, the Transferee simultaneously enters into an agreement
agreeing to be bound by the obligations of UBI (UK), mutatis
mutandis, under the UBSN Licence and the Brewing Agreement and shall
require that any such Transferee imposes an equivalent obligation on
any other transferee of such rights and/or obligations".
4. CONFIRMATION OF THE ORIGINAL AGREEMENT
Subject to the terms and conditions of this Supplemental Agreement, the
Original Agreement shall remain in full force and effect.
5. LAW OF SUPPLEMENTAL AGREEMENT
5.1 This Supplemental Agreement shall be governed by, and construed in
accordance with, the laws of England.
5.2 The parties irrevocably submit for the exclusive benefit of UBI (UK) to
the non-exclusive jurisdiction of the courts of England and Wales in
respect of any claim, dispute or difference arising out of or in
connection with this Supplemental Agreement.
THIS SUPPLEMENTAL AGREEMENT has been duly executed and delivered by the parties
as a deed on the date stated above.
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EXECUTED as a DEED by )
UNITED BREWERIES LIMITED )
acting by: )
......................................
Director
......................................
Director/Secretary
EXECUTED as a DEED by )
UNITED BREWERIES INTERNATIONAL )
(UK) LIMITED )
acting by: )
......................................
Director
......................................
Director/Secretary
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