Consultations: Master Framework Agreement

EXHIBIT E
TERMINATION AGREEMENT

TERMINATION AGREEMENT

, 2015

BREWERS RETAIL INC.

AND

LIQUOR CONTROL BOARD OF ONTARIO

TERMINATION AGREEMENT

THIS AGREEMENT is made as of , 2015.

BETWEEN:

BREWERS RETAIL INC. o/a THE BEER STORE, a
corporation governed by the laws of Ontario (the “Corporation”)

- and –

LIQUOR CONTROL BOARD OF ONTARIO (the “LCBO”)

RECITALS:

  1. On June 1, 2000, the Corporation and the LCBO, pursuant to the direction, authorization and agreement of Her Majesty the Queen in right of Ontario (the “Province”), entered into an agreement entitled “Serving Ontario Beer Consumers: A Framework for Improved Co-operation and Planning”, by which the LCBO regulates and controls various aspects of the sale of Beer in Ontario (the “2000 Framework Agreement”).
  2. In 2014, the Premier’s Advisory Council on Government Assets (the “Council”) was charged by the Premier of Ontario to review certain assets of the Province and recommend ways to maximize their value to the people of Ontario.
  3. Prior to the subscription by other qualifying brewers for shares in the Corporation, Labatt, Molson and Sleeman (the “Original Owners”) owned all of the issued and outstanding shares in the capital of the Corporation.
  4. The Council made certain recommendations on April 16, 2015 to the Province to make changes to the regulation and control of Beer in Ontario, including to the retail and distribution system for Beer, following a negotiation with the Corporation and the Original Owners, at the direction and authorization of the Province, that resulted in the Council, the Corporation and the Original Owners entering into a non-binding statement of principles entitled “Modernizing the Distribution of Beer in Ontario: Framework of Key Principles” (the “Key Principles”), which was accepted by the Province. The Key Principles were set out in an attachment to the Council’s report entitled “Striking the Right Balance: Modernizing Beer Retailing and Distribution in Ontario”.
  5. The Corporation, the Original Owners and the Province have entered into a Master Framework Agreement (the “Master Framework Agreement”) to record their agreement as to the manner in which the Key Principles shall be implemented with the direction, authorization and agreement of the Province.
  6. The Parties have entered into this Agreement as contemplated by the Master Framework Agreement to record their agreement to terminate the 2000 Framework Agreement. The LCBO has done so with the authority and at the direction of the Province.

THEREFORE, the Parties agree as follows:

NOW THEREFORE, in consideration of their respective agreements set out below and as contemplated by the Master Framework Agreement, the Parties covenant and agree as follows:

1.1 The Parties acknowledge and agree that the 2000 Framework Agreement is hereby terminated immediately. Any rights, obligations, responsibilities or duties that exist independent of the 2000 Framework Agreement are not affected by this termination.

1.2 Notwithstanding article 1.1, all payments, taxes or entitlement to reimbursement thereof that accrued under the 2000 Framework Agreement up to (but not after) the date of this Agreement shall remain payable despite the termination of the 2000 Framework Agreement.

1.3 The Parties acknowledge and agree that the termination of the 2000 Framework Agreement does not constitute expropriation. Subject to article 1.2 hereof, the Parties release each other from any remedy in contract, restitution, tort or trust that is available in connection with the termination of the 2000 Framework Agreement.

1.4 The Parties acknowledge and agree that if any of them were to commence any proceedings in contract, restitution, tort or trust in connection with the termination of the 2000 Framework Agreement or for an equitable remedy in connection with that termination, this Agreement may be raised as an estoppel to any such claims in the proceedings. In the event that a Party commences any such proceedings, that Party undertakes and agrees to indemnify the opposite Party in respect of any costs, including legal fees, incurred in relation to such claims.

1.5 For clarification, articles 1.3 and 1.4 hereof do not release any right or claim of the Parties to contribution or indemnity or a claim over against each other, if a third party makes a claim in connection with the termination of the 2000 Framework Agreement or this Termination Agreement.

1.6 If any term or condition of this Agreement, or the application thereof to the Parties or to any persons or circumstances, is to any extent invalid or unenforceable, the remainder of this Agreement, and the application of such term or condition to the Parties, persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby.

1.7 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF the Parties have executed this Termination Agreement as of the date first
above written.

BREWERS RETAIL INC.

Signature:
Name:
Title:
I have authority to bind the corporation.

LIQUOR CONTROL BOARD OF ONTARIO

Signature:
Name:
Title:
I have authority to bind the LCBO.