Exhibit 10.1



 


Dated
11 March 2013


 


Deed
of Variation


 


BETWEEN:


 


	1.	UNITED
                                                                                                                                                                                                                                     BREWERIES
                                                                                                                                                                                                                                     LIMITED,
                                                                                                                                                                                                                                     a
                                                                                                                                                                                                                                     company
                                                                                                                                                                                                                                     incorporated
                                                                                                                                                                                                                                     in
                                                                                                                                                                                                                                     India
                                                                                                                                                                                                                                     and
                                                                                                                                                                                                                                     having
                                                                                                                                                                                                                                     its
                                                                                                                                                                                                                                     registered
                                                                                                                                                                                                                                     office
                                                                                                                                                                                                                                     at
                                                                                                                                                                                                                                     Level
                                                                                                                                                                                                                                     3-5,
                                                                                                                                                                                                                                     UB
                                                                                                                                                                                                                                     Tower,
                                                                                                                                                                                                                                     UB
                                                                                                                                                                                                                                     City
                                                                                                                                                                                                                                     24,
                                                                                                                                                                                                                                     Vittal Mallya
                                                                                                                                                                                                                                     Road,
                                                                                                                                                                                                                                     Bangalore,
                                                                                                                                                                                                                                     560001,
                                                                                                                                                                                                                                     India (the
                                                                                                                                                                                                                                     “Proprietor”)
                                                                                                                                                                                                                                     of
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     first
                                                                                                                                                                                                                                     part,
                                                                                                                                                                                                                                     and
	 	 
	2.	UNITED
BREWERIES INTERNATIONAL (UK) LIMITED, a Company registered in England with number 1688201 whose Registered Office is at 75
Westow Hill, Crystal Palace, London, SE19 1TX (“UBI (UK)/ the
“Licensee”) of the other part




 We
refer to the Licence Agreement dated October 9, 1998 and the Supplemental Agreement dated October 22, 2001 entered into
between the Proprietor and the Licensee (together the “Licence Agreement”), pursuant to which the
Proprietor has appointed the Licensee as its exclusive licensee of the Trade Marks in the Territory.


 


This
Deed of Variation sets out the terms on which the Proprietor and the Licensee have agreed to amend the Licence Agreement. The
parties hereby agree that the amendments set out in this Deed of Variation shall take effect from 9 October 2013.


 


Unless
otherwise expressly stated to the contrary, defined terms used in this Deed of Variation shall have the same meanings as defined
in the Licence Agreement. The amendments will be incorporated into and form part of the Licence Agreement between the Proprietor
and the Licensee. For the avoidance of doubt, all other terms relating to the Licence Agreement remain unaffected by the terms
of this Deed of Variation and shall continue in full force and effect.


 


Amendments


 


	1.	In
    clause 1.1 of the Licence Agreement the definitions of “Brewing Agreement”, “Kingfisher Products”
    and “Territory” shall be deleted and replaced with the following-
	 	 	 
	 	“Brewing
    Agreement	means
    the contract brewing and distribution agreement entered into between KBE and HUK on or around [March] 2013 and which has as
    its commencement date 9th October 2013;”
	 	 	 
	 	“Kingfisher
    Products	means
    Kingfisher beer;”



 






    	1



    	 



    


 


	 	“Territory	United
    Kingdom, Belgium, the Netherlands, France, Germany, Italy, Austria, Switzerland, Finland, Sweden, Norway, Denmark, Eire, Luxembourg,
    Iceland, Greece, Spain, Portugal and Liechtenstein, Hungary, Malta, Poland, Romania, Albania, Armenia, Azerbaijan, Belarus,
    Bosnia & Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Estonia, Georgia, Kazakhstan, Latvia, Lithuania, Macedonia,
    Moldova, Russia, Serbia, Slovakia, Slovenia, Turkey, Canada, the Caribbean Islands and Ukraine;”
	 	 	 
	2.	In
    clause 1.1 of the Licence Agreement the definition of “SN” shall be deleted and replaced with the following definition-
	 	 	 
	 	“HUK	means
    Heineken UK Limited, a company registered in Scotland with number SC065527 and having its registered office at 2-4 Broadway
    Park, South Gyle Broadway, Edinburgh EH12 9JZ;”
	 	 	 
	 	All
    references to “SN” throughout the Licence Agreement shall be deleted and replaced with “HUK”.
	 	 	 
	3.	In
    clause 1.1 of the Licence Agreement the definition of “UBSN” shall be deleted and replaced with the following
    definition-
	 	 	 
	 	“KBE	means
    Kingfisher Beer Europe Limited, a company registered in England with number 2367133 and having its registered office at Springfield
    House, Sandling Road, Maidstone, Kent ME14 2LP;”
	 	 	 
	 	All references to “UBSN” throughout the Licence Agreement shall be deleted and replaced with “KBE”.
	 	 	 
	4.	Clause
    3.1 of the Licence Agreement shall be deleted and replaced with the following-
	 	 	 
	 	“UB
    hereby grants to UBI(UK) an exclusive licence 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 sub-licence
    certain rights of UBI(UK)’s to KBE pursuant to the KBE Licence and for KBE to sub-licence its rights to HUK pursuant
    to the Brewing Agreement and to licence any other persons deemed necessary by UBI(UK) or KBE to the extent such sub-licensees
    do not contravene any rights previously granted to other existing licensees.”



  



    	2



    	 



    

  


	5.	Insert
    new clause 3.5, which shall read as follows:
	 	 	 
	 	“The
    parties acknowledge that KBE and HUK are to enter into a loan agreement on or around [March] 2013 (the “Loan Agreement”),
    and that HUK requires security for the performance by KBE of its obligations under the Brewing Agreement and the Loan Agreement.  The
    parties acknowledge and agree that in the event that KBE defaults on its obligations under the Brewing Agreement and/or the
    Loan Agreement, HUK shall, at its option, acquire an exclusive licence from the Licensee to use the Trade Marks for the purpose
    of producing, packaging, marketing, distributing and selling the Kingfisher Products in the United Kingdom until such time
    as the relevant default has been redressed by KBE.  The Proprietor and the Licensee hereby give their irrevocable
    approval and consent to such licence being granted to HUK on the terms set out in the sub-licence agreement to be entered
    into between the Proprietor, the Licensee, KBE and HUK on or around the date of the Brewing Agreement.”
	 	 	 
	6.	Clause
    5.1 of the Licence Agreement shall be deleted and replaced with the following-
	 	 	 
	 	“This
    Agreement shall be deemed to have commenced on 9 October 1998 and shall continue for a period of 20 years from such date (the
    “Initial Term”).”


 


This
Deed of Variation shall be governed by and construed in accordance with the laws of England. The parties irrevocably submit to
the 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 agreement.


 


This
document is executed as a deed and is delivered and takes effect at the date written at the beginning of it.


 


	Executed
by United Breweries Limited acting by Kalyan Ganguly, a director.
	 	/s/
                                                                                                                                                                                                                    Kalyan Ganguly

	 	 	 
		 	/s/
    Mark Davis
	In
the presence of:	 	Signature
    of Witness
	 	 	 
	Mark
    Davis	 	 
	Name
                                                                                                    of Witness

                                                                                                                                                               

        Springfield
        House

        Sandling
        Road

        Maidstone,
        Kent
	 	 





	Address
    of Witness	 	 
	 	 	 
	Company Secretary	 	 
	Witness’s
    occupation/status	 	 



  



    	3



    	 



    




 


	Executed by United
    Breweries International (UK) Limited acting by Jerome Merchant, a director.	 	/s/
    Jerome Merchant
	 	 	 
	In the presence
    of: 	 	/s/
    John Fisher
	 	 	Signature
    of Witness
	 	 	 
	John
    Fisher	 	 
	Name
                                                                                                    of Witness

                                                                                      

        119
        Egloff Circle

        Folsom
        CA 95630
	 	 
	Address of Witness	 	 
	 	 	 
	VP of Finance	 	 
	Witness’s
    occupation/status	 	 




 






    	4