Item - 2019.EP6.7

The Board of Governors of Exhibition Place:

1.  Consented to the assignment of the Marketing Agreement between SMG Canada ULC and the Board of Governors of Exhibition Place, to ASM Global subject to the parties entering into an Assignment Agreement on terms and conditions satisfactory to the Chief Executive Officer, Exhibition Place and in a form satisfactory to the City Solicitor.

Exhibition Place entered into a marketing alliance agreement with SMG Canada ULC (SMG Canada) dated August 3, 2018 (the "Marketing Agreement") which expires on December 31, 2022. On June 14, 2019, Exhibition Place received a communication from SMG Executive Vice President Convention Centers & Business Development advising that SMG US Parent, Inc., which owns SMG Canada, together with AEG Facilities, LLC ("AEG") (a subsidiary of Anschutz Entertainment Group) have agreed to contribute all of their ownership interests in their respective entities to form a merged venue management company to be called ASM Global ("ASM") (the "Transaction") including SMG Canada pursuant to a merger agreement. This report seeks the Board’s approval of the assignment of the Agreement due to the change in ownership structure, as required pursuant to the Marketing Agreement.