Exhibit 10.55
[LOGO]
DATED __________ 2001
(1) UNITED BREWERIES INTERNATIONAL (UK) LIMITED
(2) UBSN LIMITED
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SUPPLEMENTAL AGREEMENT
to a Distribution Agreement
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THIS SUPPLEMENTAL AGREEMENT is made on 2001
BETWEEN:-
(1) 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)"); and
(2) UBSN LIMITED, a company registered in England with number 2367133 whose
registered office is at 00 Xxxxxx Xxxx, Xxxxxxx Xxxxxx, Xxxxxx XX00 0XX
("UBSN").
INTRODUCTION
(A) UBI (UK) and UBSN entered into a Distribution Agreement on 9 October 1998
(the "Original Agreement"), whereby UBI (UK) appointed UBSN, inter alia,
as its exclusive distributor of Kingfisher Products in the Territory.
(B) Following discussions between the parties, UBI (UK) and UBSN 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 "UBI (UK) 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 to time";
"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;"
and
"UBI (UK) Licence the licence dated 9 October 1998
between UB and UBI (UK), as the same may be
amended, supplemented, varied or replaced from
time to time;".
3.2 Clause 3.1 of the Original Agreement shall be deleted and replaced by the
following:-
"3.2 Pursuant to the UBI (UK) Licence, UBI (UK) hereby grants to
UBSN an exclusive sub-licence in the United Kingdom and, subject
always to clause 2.2, a non-exclusive sub-licence in those parts of
the Territory falling outside the United Kingdom to use the Trade
Marks and to do all things necessary to manufacture, package,
market, distribute and sell Kingfisher Products in the Territory and
specifically including the authorisation to enter into the Brewing
Agreement.".
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 (unless terminated earlier in accordance
with its terms) 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:-
"7.1 Without prejudice to clause 7.2, 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 UBI (UK) and/or UBSN wishes to transfer any of its rights
and/or obligations under this Agreement to any person (each a
"Transferee"), it shall ensure that, as a
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pre-condition of any such transfer, the Transferee simultaneously
enters into an agreement, agreeing to be bound by the obligations of
UBI (UK) and/or UBSN (as appropriate), mutatis mutandis, under this
Agreement and, save in circumstances where the Transferee is UBSN,
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 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 INTERNATIONAL )
(UK) LIMITED )
acting by: )
......................................
Director
......................................
Director/Secretary
EXECUTED as a DEED by )
UBSN LIMITED )
acting by: )
......................................
Director
......................................
Director/Secretary
