Dated
11 March 2013


 


Deed
of Variation


 


BETWEEN:


 


	1.	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 of
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     first
                                                                                                                                                                                                                                     part
                                                                                                                                                                                                                                     (“UBI
                                                                                                                                                                                                                                     (UK)”),
                                                                                                                                                                                                                                     and
	 	 
	2.	KINGFISHER
                                                                                                                                                                               BEER
                                                                                                                                                                               EUROPE
                                                                                                                                                                               LIMITED,
                                                                                                                                                                               a
                                                                                                                                                                               Company
                                                                                                                                                                               registered
                                                                                                                                                                               in
                                                                                                                                                                               England
                                                                                                                                                                               with
                                                                                                                                                                               number
                                                                                                                                                                               02367133 whose
                                                                                                                                                                               Registered
                                                                                                                                                                               Office
                                                                                                                                                                               is
                                                                                                                                                                               at
                                                                                                                                                                               Springfield
                                                                                                                                                                               House,
                                                                                                                                                                               Sandling
                                                                                                                                                                               Road,
                                                                                                                                                                               Maidstone,
                                                                                                                                                                               Kent
                                                                                                                                                                               ME14
                                                                                                                                                                               2LP
                                                                                                                                                                               (formerly
                                                                                                                                                                               UBSN
                                                                                                                                                                               Limited)
                                                                                                                                                                               (“KBE”) of
                                                                                                                                                                               the
                                                                                                                                                                               other
                                                                                                                                                                               part



 


We
refer to the Distribution Agreement dated October 9, 1998 and the Supplemental Agreement dated October 24, 2001 entered into
between UBI (UK)and KBE (together the “Distribution Agreement”), pursuant to which UBI (UK) has granted an
exclusive sub-license to KBE of the Trade Marks in the Territory.


 


This
Deed of Variation sets out the terms on which UBI (UK) and KBE have agreed to amend the Distribution 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 Distribution Agreement. The amendments will be incorporated into and form part of the Distribution Agreement between UBI
(UK) and KBE. For the avoidance of doubt, all other terms relating to the Distribution 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 Distribution 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;”



 






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	 	“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.	Insert
    new clause 3.4, which shall read as follows:
	 	 
	 	“It
    is agreed 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 UBI (UK) to use the Trade Marks for the purpose
    of producing, packaging, marketing, distributing and selling the Kingfisher Products in the United Kingdom on the terms and
    conditions of the sub-licence agreement to be entered into between HUK, KBE, UBI (UK) and United Breweries Limited on or around
    the date of the Brewing Agreement (the “Heineken Sub-Licence Agreement”).  In the event that the licence
    granted to HUK comes into force in accordance with the terms set out in the Heineken Sub-Licence Agreement, the parties agree
    that the terms of this Agreement shall automatically be varied as follows:
	 	 


		a)	the
                                                                                                                                                                                                                          United
                                                                                                                                                                                                                          Kingdom
                                                                                                                                                                                                                          shall
                                                                                                                                                                                                                          be
                                                                                                                                                                                                                          excluded
                                                                                                                                                                                                                          from
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          definition
                                                                                                                                                                                                                          of
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          Territory
                                                                                                                                                                                                                          until
                                                                                                                                                                                                                          such
                                                                                                                                                                                                                          time
                                                                                                                                                                                                                          as
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          Heineken
                                                                                                                                                                                                                          Sub-Licence
                                                                                                                                                                                                                          Agreement
                                                                                                                                                                                                                          is
                                                                                                                                                                                                                          terminated.
	 	 	 



	 	For
    the avoidance of any doubt, the parties hereby give all necessary consents and permissions to the variation of this Agreement
    in accordance with this clause 3.4 and to the entry into the Heineken Sub-Licence Agreement.”




 






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	4.	Clause
    5.1 of the Distribution 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 International (UK) Limited acting by Jerome Merchant, a director.	 	/s/
                                                                                                                                                                                                                    Jerome
                                                                                                                                                                                                                    Merchant

	 	 	Signature
    of director
	 	 	 
		 	/s/
    John Fisher
	 In the presence
    of: 	 	Signature
    of Witness
	 	 	 
	John
    Fisher	 	 
	Name
                                                                                                    of Witness
	 	 
	 	 	 
	119
                                                                                                    Egloff Circle

        Folsom
        CA 95640
	 	 
	Address of Witness	 	 
	 	 	 
	VP of Finance	 	 
	Witness’s
    occupation/status	 	 


  



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	Executed
    by Kingfisher Beer Europe Limited acting by Damon Swarbrick, a director.	 	/s/
    Damon Swarbick
	 	 	Signature
    of director
	 	 	 
	In the presence
    of: 	 	/s/
    Mark Davis
	 	 	Signature
    of Witness
	 	 	 
	Mark
    Davis	 	 
	Name of Witness	 	 
	 	 	 
	Springfield
                                                                                                    House,

        Sandling
        Road

        Maidstone,
        Kent
	 	 
	Address of Witness	 	 
	 	 	 
	Company Secretary	 	 
	Witness’s
    occupation/status	 	 




 






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