HomeMy WebLinkAboutFresno Diamond Group 01032001 Non Relocation and Continuous Operation AgmtNON -RELOCATION AND
CONTINUOUS OPERATION AGREEMENT
THIS NON -RELOCATION AND CONTINUOUS OPERATION AGREEMENT
e "Agreement') is made and entered Into as of this --;S_ day of
2090, by and between THE FRESNO DIAMOND GROUP LLC,
a Caldomii ited liabiIlly company ("FDG'), Fresno Grizzlies, Inc., a California
corporation, he "Grizzlies"), Tucson Toms, Inc., an Arizona corporation (the "Toros,"
and together with FDG and the Grizzlies the "FDG Entities') and THE CITY OF
FRESNO, a municipal corporation established under the Constitution and laws of the
State of California (the "City'),
WHEREAS, the City, FDG and the Grizzlies have entered into a Stadium
Sublease Agreement, dated the same data as this Agreement ("Stadium Sublease")
providing for the sublease. operation, maintenance and continuous occupation of a
12,500 seat multi-purpose stadium (the 'Stadium') on land generally described as me
eleven (11) acre area generally bound by Tulare, Broadwayr1i", and Inyo Streets and
the Fulton/Broadway alley in the City of Fresno, California, (the "Site');
WHEREAS, in addition to this Agreement and the Stadium Sublease, the City
has entered into a Parking Agreement and Assignment Agreement with FDG and a
Pledge Agreement with FOG and the Grizzlies, that are dated the same date as this
Agreement;
WHEREAS, pursuant to the Stadium Sublease, the City has agreed to enter into
a sublease of the Stadium to FDG and the Grizzlies for a term of 30 years in
accordance with the terms of the Stadium Sublease;
WHEREAS, the City intends to finance the Stadium through the issuance of
municipal bonds by a Joint Powers Authority ("JPA"), wherein the City is a member of
the JPA, for a tens of 30 years,
WHEREAS. the City is willing to cause the issuance of Bands by the JPA, if FDG
and the Grizzlies agree, among other things, as a condition precedent to the City's
obligations under this Agreement to continuously maintain and operate Me Stadium as
a home field for a AAA professional baseball team (me "AAA Professional Baseball
Team') during the term of the Stadium Sublease; and
WHEREAS, in addition, the City is willing to enter into the Stadium Sublease
with FDG and the Grizzlies if FOG and me Grizzlies secures its obligations to the City
hereunder pursuant to a Pledge Agreement, substantlely in the form of Exhibit'Am
attached hereto.
NOW, THEREFORE, for valuable consideration and for the mutual covenants
and agreements contained herein, the sufficiency of which is hereby acknowledged, the
Parties hereto agree as follows:
ARTICLE I
FDG AND GRIZZLIES COVENANTS
Section 1.1 Incorporation of Covenants of the Stadium Sublease
Agreement. Until the end of the Tenn of this Agreement, which shall be the same term
as defined within Section 3.1 of the Stadium Sublease or termination of this Agreement,
FDG and the Grizzlies hereby covenants and warrants to the City all of FDG and
Grizzlies' obligations and commitments set forth in the Stadium Sublease Agreement as
if the same were set out in Meir entirety herein, notwithstanding the termination of the
Stadium Sublease.
Section 1.2 Non -Relocation of AAA Baseball Team. During the Term of the
Stadium Sublease as defined within Section 3.1 of the Stadium Sublease, THE
GRIZZLIES ENTITIES shall cause a AAA Professional Baseball Team to play its Home
Games at the Stadium. "Home Games' shall mean all games designated as being
'home' (or similar phrase) games, in contrast to games designated as'sway- or
'visiting" (or similar phrase) games, including any post -season games, as scheduled on
an annual basis pursuant to Rule 32(b) of the Baseball Rules or otherwise. THE
GRIZZLIES ENTITIES shall use commercially reasonable efforts to cause the then
resident AAA Professional Baseball Team to play as many exhibition games at the
Stadium on an annual basis as is practicable . Initially, THE GRIZZLIES ENTITIES
shall cause a AAA Professional Baseball Team called the "Fresno Gnzzlies'to play its
Home Games at the Stadium, such team currently being the AAA baseball franchise
associated with a Major League Baseball Team.
Sectionl.3 Continuous Operation of the Stadium. Throughoutthe Tema,
THE GRIZZLIES ENTITIES shall continually operate or cause me continuous operation
of the Stadium. 'Continuous operation' of the Stadium shall mean (i) the regular
playing of all Home Games by a AAA Professional Baseball Team during each calendar
season of AAA Professional Baseball (April through August each year) during the Tenn
and (ii) and during each calendar off-season (September through March of each year)
during the Term and, where practicable W as not to unreasonably disturb the playing of
baseball, during the calendar season of a AAA Professional Baseball Team, use
commercially reasonable efforts to schedule events consistent with other first -claw
state-Ofart, mugi-purpose, sports and entertainment venues, including, without
limitation, concerts, sporting events, and other professional and amateur events (each,
a'Spedal Event") (any prolonged break in baseball by reason of league -wide work
stoppage (e.g., a minor league players' strike) shall be treated as an offseason).
Section 1.4 FDG and the Grizzlies' Covenant to Repair and Maintain Me
Stadium and Site. Throughout the Term, FDG and the Grizzlies shall maintain and
repair and shall premptly make (or cause Where to make) all necessary or appropriate
repairs, renewals and replacements, whether structural or non-structural, interior or
exterior, ordinary or extraordinary, foreseen or unforeseen, reasonable wear and tear
excepted in accordance with the Stadium Sublease Agreement. In addition. throughout
the Term, FDG and the Grizzlies shall maintain (or cause others to maintain) the
Stadium in a manner that is consistent with all applicable requirements imposed by the
Baseball Rules of the Pacific Coast League.
Section 1.5 Prohibition Against Discrimination or Granting Preferential
Treatment During the performance of this Agreement, FDG and the Grizzlies agree as
follows.
(a) FDG and the Grizzlies shall not discriminate against or grant
preferential treatment to individuals or groups on the basis of sex, race,
color, ethnicity, or national origin in employment, education, or
contracting, except as provided by law.
(b) FDG and the Grizzlies shall comply with any and all
applicable laws and regulations prohibiting discriminatory practices, which
may include posting a notice of a nondiscrimination policy M the
workplace, in the solicitation or advertisement for employment, or
pursuant to any labor agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations and Warranties of FDG and Me Grizzlies.
FDG and the Grizzlies hereby represent and warrant to Me City that, as of the date
hereof, the representations and warranties set forth in the Stadium Sublease are true,
correct and complete In all material respects.
Section 2.2 Representations and Warranties of Me City. The City hereby
represents and warrens to FDG and the Grizzlies that, as of the dale hereof, Me
representations and warranties set forth in the Stadium Sublease are true, correct and
complete in all material respects.
ARTICLE III
CERTAIN REVENUES
Section 3.1 Brick Campaigns. During the Term of this Agreement, FDG and
me Grizzlies shall provide the City with at least 30 day advance notice of any Brick
Campaign it proposes to sponsor. The City agrees to cooperate with and support any
Brick Campaign, provided that the City will not be obligated to advance or expend any
funds in support of, or in connection with, any Brick Campaign. FOG and the Grizzlies
shall be lammed to retain the revenues received on account of the Brick Campaigns.
FDG and the Grizzlies shall have the right to review and comment on design and
specification criteria for the Stadium in accordance with the Stadium Sublease. FDG
and the Grizzlies shall define the area within the design of the Stadium delegated to
construction and laying of brick that are a resuft of the selling of bricks through the Brick
Campaign. Construction and laying of the Brick Area shall be the responsibility of FDG
and the Griulies at their cost and expense and shall be coordinated with City's
construction manager and construction contractor consistent wim the Stadium
Sublease.
ARTICLE IV
DEFAULTS AND REMEDIES
Section 4.1 Events of Default. No remedy conferred upon or reserved to Me
City hereby or now or hereafter existing at law or in equity or by statute, shall be
exclusive but shall be cumulative with all others. Such remedies are not mutually
exclusive and no election need be made among them, but any such remedy or any
combination of such remedies may be pursued at the same time or from time to time so
long as all amounts realized are property applied and credited as provided herein. No
delay or omission m exercise any right or power accruing upon any Event of Default
shall impair any such right or power or shall be construed to be a waiver thereof, but
any such fight or Power may be exercised from time to time and as often as may be
deemed expedient by the City. In the event of any waiver of an Event of Default
hereunder, the parties shall be restored to their former positions and rights hereunder,
but no such waiver shall extend to any other or subsequent Event of Default or impair
any right arising as a result thereof. In order to entitle the City to exercise any remedy
reserved to it, it shall not be necessary to give notice other than expressly required
herein..
Section 4.2 Anticipatory Breach. At any time during Me Term of this
Agreement. FOG or the Grizzlies shall be deemed to have breached this Agreement If
(i) FOG or the Grizzlies executes, or commences approval of its members of, a contract
or agreement wherein me then resident AAA Professional Baseball Team is to play
their Home Games at another location, (ii) submits any application to Major League
Baseball, the Pacific Coast League or other league authority for the then needed AAA
Professional Baseball Team to play their Home Games at another location, (iii) issues
any announcement of its intention to do so, or (iv) solicits any other venue or stadium or
owner thereof to move the team to such venue or stadium.
Section 4.3 Specific Performance. NOTWITHSTANDING ANY OF THE
FOREGOING, FDG AND THE GRIZZLIES ACKNOWLEDGES THAT THE GAMES
PLAYED BY A AAA BASEBALL TEAM ARE UNIQUE AND PLAYED WITH
PARTICULAR SKILL SUCH THAT THERE IS NO SUBSTITUTE, THEREFORE
BASED ON THE FOREGOING, FOG AND THE GRIZZLIES ACKNOWLEDGE THAT
THE DAMAGES SUFFERED BY THE CITY FOR A BREACH OF ANY OF THE
COVENANTS HEREIN CANNOT BE ESTIMATED WITH ANY DEGREE OF
CERTAINTY AND THAT THE MONETARY DAMAGES CANNOT FAIRLY AND
ADEQUATELY COMPENSATE THE CITY FORA BREACH OF SAID COVENANTS;
THEREFORE, FDG AND THE GRIZZLIES AGREE THAT THE CITY SHALL HAVE
THE RIGHT, IN ADDITION TO ANY OTHER APPLICABLE RIGHTS OR REMEDIES,
TO COMPEL FDG AND THE GRIZZLIES TO COMPLY WITH THE AFORESAID
COVENANTS BY APPROPRIATE SPECIFIC PERFORMANCE, INJUNCTIVE OR
EQUITABLE PROCEEDINGS, ADDITIONALLY, ANY PROVISION OF LAW OR THIS
AGREEMENT NOTWITHSTANDING, THE PARTIES ACKNOWLEDGE AND AGREE
TRATIFTHECITY, FDG OR THE GRIZZLIES WERE TO FAIL TO OBSERVE OR TO
PERFORM ANY OF THE MATERIAL PROVISIONS IN THIS AGREEMENT, THE
AWARD OF DAMAGES ARISING FROM SUCH BREACH WOULD NOT BE AN
ADEQUATE REMEDY, IN THAT THE SUBJECT MATTER OF THIS AGREEMENT IS
UNIQUE, AND THE BREACH OF SUCH OBLIGATIONS CREATE IRREPARABLE
HARM INCAPABLE OF CALCULATION BY MONETARY DAMAGES. THEREFORE,
THE PARTIES ACKNOWLEDGE AND AGREE THAT EACH PARTY HAS THE
ABSOLUTE RIGHT TO SPECIFIC PERFORMANCE, ANY OTHER INJUNCTIVE
RELIEF, OR ANY OTHER COURT ORDER TO ENFORCE THE COVENANTS AND
OBLIGATIONS UNDERTAKEN UNDER THIS AGREEMENT; AND
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, NO CURE
PERIOD PROVIDED FOR IN THIS AGREEMENT SHALL BEA CONDITION TO THE
RIGHT TO OBTAIN SUCH SPECIFIC PERFORMANCE, OTHER INJUNCTIVE RELIEF
OR ANY COURT ORDER ENFORCING PFRFnRuArarP nr TYIY er_occuUu.
ARTICLE V
INDEMNIFICATION
Section 5.1 Indemnification. FDG and the Gnzzlies agree to indemnify the
Ciy, its officials, agents, employees, attorneys, consultants, volunteers or officers (each
an "Indemnified Person") for any and all liabilities, obligations, fines, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements (including
reasonable attorneys' fees and expenses) of any kind or nature whatsoever (whether in
contract, tort or strict liability, including but not limited to personal injury, death at any
time and property damage) which may at any time be imposed on, incurred by or
asserted against any Indemnified Party in any way relating to or arising out of this
Agreement, the Stadium, the Site, the Stadium Sublease, the Bond Transaction
Documents or any documents contemplated by or referred to In this Agreement or
therein or the transactions contemplated hereby or thereby or the enforcement of any of
the terms hereof or thereof, provided, however, that FDG or the Grizzlies shall not be
liable for any of the foregoing to the extent they arse from the CRY'S gross negligence
or wilRul misconduct. The City shall be fully justified in refusing to take or in confinuing
to take any action hereunder unless It shall first be indemnified to I% satisfaction by
FDG or the Grizzlies against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. The obligations of FDG or
the Grizzlies under this Section 5.1 shall survive the payment and Performance of the
obligations under this Agreement, the termination of this Agreement, or FDG or the
Grizzlies ceasing to be a party to this Agreement.
If FDG or the Grizzlies should subcontract all or any portion of the work to be
performed under this Agreement, FDG or the Grizzlies shall require each subcontractor
to Indemnify, hold harmless and defend the City and each Indemnified Person in
accordance with the terms of the preceding paragraph.
ARTICLE VI
GENERAL
Section 6.1 Entire Understanding. This Agreement, the Pledge Agreement
attached as Exhibit W', the FDG Assignment Agreement, the Paling Agreement, the
Stadium Sublease, all dated the same data as this Agreement, together with the other
Bond Transaction Documents defined within the Stadium Sublease, express the entire
understanding and all agreements of the parties hereto with each other, and neither
party hereto has made or shall be bound by any agreement or any representation to the
other party which is not expressly set forth herein or incogorattl herein by reference.
Neither this Agreement nor the other above: defined documents may be contradicted by
evidence of any prior or contemporaneous statements of agreements. No party has
been induced to enter into this Agreement or other documents and agreements defined
in this Agreement by, nor is any party relying on, any representation, understanding,
agreement, commitment or warranty outside those expressly set forth in this
Agreement.
Sectlon 6.2 Execution in Counterpart; One Instrument. This Agreement
may be executed in several counterparts, each of which shall be an original, and all of
which shall constitute but one and the same instrument.
Section 6.3 Notice$. Unless other expressly specified or permitted by the
terms hereof, all notices, consent or other communications required or permided
hereunder shall be deemed sufficiently given or served if given in writing, mailed by first
class mail, postage prepaid (return receipt requesttl), overnight courier or facsimile
transmission (where receipt of such facsimile tansmission is confirmed by the recipient
thereof and where a copy of such facslmlt transmission is provided to Ne recipient via
first Gass mail) and addressed as follows; notices shall be deemed effective upon
receipt:
If to the City, addressed to:
City of Fresno
City Hall
2600 Fresno Street
Fresno, California 93721
Attn: City Manager
If to FDG or the Grizzlies, addressed to:
Fresno Diamond Group
700 Van Ness
Fresno, California 93721
Attn: General ManagedPresident
Each party may from time to time by notice in writing to the other designate a
different address or addresses for notice hereunder
Section 6.4 Further Assurances. Each party agrees to execute and deliver
any instruments and to perform any acts as may be necessary or reasonably requested
by any other party In order to give full effect to this Agreement. Each party, in order to
carry out this Agreement, shall use all reasonable efforts to provide such information,
execute such further instruments and documents and take such actions as may be
reasonably requested by the other and not inconsistent with the provisions of this
Agreement and not involving the assumption of obligations or liabilities different from or
in excess of or in addition to those expressly provided for herein.
Section 6.5 Binding Effect. This Agreement shall bind and inure to the benefit
of the parties hereto and any successor or assignee acquiring an interest hereunder
consistent with the provisions of the Stadium Sublease.
Sac0on 6.6 Amendments. Neither this Agreement nor any prevision hereof
may be changed, modified, amended or waived except by written agreement duty
executed by each of the parties hereto.
Section 6.7 Performance of Related Obligations. Each party shall enforce
the provisions of and its respective rights under the documents defined within this
Agreement to which it is a party and the Stadium Sublease, and duty perform its
obligations thereunder in accordance therewith. No party will consent to or permit any
rescission of or amendment to, or otherwise take any action in connection with, such
other documents defined in this Agreement or the Stadium Sublease which would in
any manner materially and adversely impair or affect the rights or obligations of the
other party.
Section 6.8 Actions of the City in its Governmental Capacity. Nothing in
this Agreement shall be interpreted as precluding the City from enforcing the provisions
of Applicable Law or otherwise limiting the rights and obligations of me City in its
governmental or regulatory capacity.
Section 6.9 Severability of Agreement. If any term or provision of this
Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for
any reason, such illegal, unenforceable, of invalid provisions or part thereof shall be
stricken from this Agreement, and such provision shall not affect the legality,
enforceability, or validity of he remainder of this Agreement. If any provision or pert
thereof of this Agreement is stricken In accordance with the provisions of this section,
then this stricken prevision shall be replaced, be the extent possible, with a legal,
enforceable, and valid provision that is as similar in tenor to the stricken provision as is
legally possible.
Section6A0turvival. Except as otherwise expressly provided in this
Agreement, representations, warranties, and covenants contained in this Agreement, or
in any instrument, certificate, exhibit, or other wri ing intended by the parties to be a part
of this Agreement, shall survive until the City Bonos are paid in full.
Section 8.77 Ambiguities. Each party and its counsel have participated fully in
the review and revision of this Agreement. Any mle of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply in interpreting
his Agreement. The language in this Agreement shall be interpreted as to its fair
meaning and not strictly for or against any party.
Section 6.12 Waiver. No waiver of a breach, failure of any condition, or any
right or remedy contained in or granted by the provisions of this Agreement shall be
effective unless it is in writing and signed by the party waiving the breach, failure, right,
or remedy. No waiver of any breach, failure, right, or remedy, whether or not similar, nor
shall any waiver constitute a continuing waiver unless the wnting so specifies.
Section 6.13 Headings. The headings in this Agreement are included for
convenience only and shall neither affect the construction or interpretation of any
provision in this Agreement not affect any of the rights or obligations of the parties to
this Agreement -
Section 6.14Relafionship of parties. The City and FDG Enures are
independent contracting parties and no relationship between them as employer and
employee, partners, joint venturers or oherwise shall be created by this Agreement or
any other documents defined within this Agreement. The City shall in no event be
responsible or Mable for the payment of any contributions or taxes for Social Security,
Workmen's Compensation Insurance, Unemployment Insurance, or refirement benefit,
pensions or annuities now or hereafter imposed under any state or federal laws which
are measured by the wages, salaries or other remuneration paid to persons employee
by FOG or the Grizzlies for work performed under the terms of this Agreement and FOG
and the Grizzlies shall notify all persons h pays remuneration or employs of same.
Nothing in this Section 6.14 is intended to create any third Party reliance between the
City and any third party or FOG and the Grizzlies and any third party.
Section 5.15 Assignment Neither party shall voluntarily or by operation of law
assign, hypothecate, give, transfer, mortgage, sublet, license, or otherwise transfer or
encumber all or part of ds rights, duties, or other interests in this Agreement or the
proceeds thereof (collectively, -Assignment-), without the other party's prior written
consent. Any attempt to make an Assignment in violation of this provision shall be a
material default under this Agreement and any Assignment in violation of this provision
shall be null and void.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers or representatives as of the day and
Year first above written.
(14
ePHan2701w n1mRQ1XWM Aewavri EV1 m0
CITY OF FRESNO
By: a
Title
ah1him 7 s: pkYim C(Fy ManOCJeY
THE FRESNO DIAMOND GROUP LLC
a California limits l' blily company
By:
ohn L. Cal,ffi President
Diane M. Engelk Secretary
FRESNO GRIZZLIES. INC aCalifornia
corporation
By:
a L Carbray srclent
By:Dij
Diane M. Engelke Secretary
TUCSON TOROS INC. an Arizona
corporation
By: • —
ohn L Car?r resident
By:
Diane M. EngelkenoSecreatry
10
UHISIT "A"
PLEDGE AGREEMENT
(Fresno Grizzlies, Inc.)
This Pledge Agreement ("Agreement") is entered into by and between FRESNO
GRI22LIES, INC., a California corporation ("Owner')the Fresno Diamond Group, LLC, a
Califomia limited liability company ("FDG"), and the Cily of Fresno, a Municipal Corporation
("Secured Party").
Owner, FDG and Secured Party hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:
1.1 Additional Secured Property. 'Additional Seared Property means any
and all (i) additional capital stock or other equity securities of Tucson Toros, Inc, an Arizona
corporation ("TTI'), whether certrficatad or uncertficated, (ii) wartants, options or other rights
smiling Owner or FDG to acquire any interest in capital stack or other equity securities of TTI,
(iii) securities, property, interest, dividends and other payments and distributions issued as
an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion
of, or otherwise on account of the Pledged Shares or such acci ional capital stock or other
equity securities, and (iv) any membership or economic interest created in any subsidiary
entity in accordance with Section 12 of this Agreement.
1.2 Pledged Shares. 'Pledged Shares' means all of the issued and
outstanding shares of capital stock, whether certificated or uncertificated, of TTI now owned
by Owner or FDG, including the shares specifically described in Section 3.1.
1.3 Secured Property. 'Secured Property" means (i) the Pledged Shares
and Additional Secured Property, and (ii) all rights, interests and claims with respect to the
Pledged Shares and Additional Secured Property, including under any and all related
agreements, instruments and other documents. The Secured Property shall include all
proceeds, including whatever is receivable or received when any of such property or proceeds
Of such property are sold. collected, exchanged or otherwise disposed of, whether voluntary
or involuntary.
2. Creation of Security Interest Owner and FDG, for a valuable consideration,
receipt of which is hereby acknowledged, grants to Secured Party, and Secured Party accepts
from Owner and FDG, a security interest under the provisions of the California Commercial
Code In the Secured Property.
3. Secured Property.
3.1 Assignment and Delivery- Pledged Shares. Owner and FOG hereby
assigns and delivers to Secured Party the Pledged Share consisting of Certificate No. 19
Oren Pledge Agreement
10.1I-0 version
representing seven thousand nine hundred (7.900) shares of the Class A stock of TTI and
Certificate No. 10 reprecentirg two thousand one hundred (2,100) shares of the Class B stock
of TTI.
3.2 Delivery of Additional Secured Property. Except as provided in
Section 3.6, if Owner or FDG becomes entitled to receive or receives any Additional Secured
Property, Owner or FDG shall (i) accept any such Additional Secured Property as the agent
for Severed Party, (li) hold it in trust for Secured Party, (iii) segregate it from other property
or funds of Owner or FDG, and (iv) deliver all Additional Secured Property and all certificates,
instruments and other writings representing such Additional Secured Property immediately
to or for the account of Secured Party, all in suitable form for transfer by delivery, or
accompanied by duly executed insruments of transfer or assignment in blank, all in form or
substance satisfactory to Secured Party.
3.3 Stock Power Forms, Concurrently with the execution of this
Agreement, Owner and FDG shall endorse and deliver to Secured Party an irrevocable stock
Power form separate from the Pledged Shares. The irrevocable stock power shall be in the
form attached hereto as Exhibit°A".
3.4 Proceeds. In the event Owner or FDG receives any proceeds of any
Secured Property, Omer or FDG will hold such proceeds in trust on behalf of and for the
benefit of Secured Party and will immediately deliver all such proceeds to Secured Party in
the exact form received with all necessary or appropriate endorsements.
3.5 Full Performance. The Secured Property is to be hell by Secured Party
as security for the timely and full performance of the obligations set forth In Section 4 below.
Owner, FDG or Secured Party shall not dispose of the Secured Property nor shall a be
encumbered except as allowed in this Agreement. Upon full and timely performance of all
obligations set forth in Section 4 below, Secured Parry shall cause the Secured Property to
be retumed to Owner upon Owner making a mitten request therefor to Secured Party.
3S Dividends. As long as there is no duly given notice of default
outstanding under this Agreement or any of the obligations secured by it, ordinary cash
dividends payable on account of the Pledged Shares may be paid to Owner for Omen's own
use and benefit As long as Owner and FDG are not in default under this Agreement or any
of the obligations secured by it, ordinary cash dividends shall not be considered Secured
Property or Addifional Secured Property.
4. Obligations Secured. This Agreement secures to following:
4.1 Stadium Agreement. All obligations of Owner and FOG under that
certain 30 -year Sublease for a AAA baseball stadium between Owner. FDG and Secured
Party, dared the same date as this Agreement, (including but not limited to Owners and
FDG's obligation to pay Secured Party $1,500,000.00 in annual rental payment for the tam
of the Sublease or as otherwise amended by the Parties therein), and Non -Relocation and
Continuous Operation Agreement entered into between FOG, Owner, TTI, and Secured Party,
dated the same date as this Agreement.
4.2 Pledge Agreement Performance by Avner and FOG of all covenants,
conditions, and warranties made by Owner and FOG in this Agreement and in any collateral
agreements entered into by Owner, FOG and the City in connection with the transaction or
transactions which occasioned the execution of this Agreement. Collateral Agreements shall
not include the Parking Agreement entered into between City and FOG dated the same date
as this Agreement.
4.3 4.3 Indebtedness. The payment of all present and future
indebtedness or performance of contractual obligations of Owner or FDG to Secured Party
whether or not evidenced by the Sublease Agreement, or Non-Relocalion and Continuous
Operation Agreement The term "indebtedness" is used in be most comprehensive sense and
includes without timdation any and all advances, debt, obligations and liabilities now existing
or made in the future however arising.
5. Owner and FDG's Covenants. Owner and FOG promise and agree'
51 Payments. To pay all amounts due an Owner and FDG's obligations
described in Section 4 and any other provisions of this Agreement when the same shell be
legally due and payable.
5.2 Expenses. To pay all expenses, Including attorneys' fees, incurred by
Secured Party in the perfection, preservation, realization. enforcement, and exercise of its
rights under this Agreement.
5.3 Litigation. To give Secured Party notice of any litigation that may have
a material adverse effect on the Secured Property or the business of Owner, FOG or TTI.
5.4 Transfer. Not to sell, lease, transfer, or otherwise dispose of the
Secured Property.
5.5 Shareholder Agreements. Not to enter into any shareholder
agreement, voting trust, proxy agreement or other agreement or understanding which affects
or relates to Me voting or giving of written consents with respect to any of the Secured
Property.
5.6 Issuance of Additional Shares. Not to Consent to or approve, or allow
Owner, FDG or TTI to consent to or approve, the issuance to any person or entity of any
additional shares of any class of capital stack of TTI, or of any securities convertible into or
exchangeable for any such shares, or any warrants, options or other rights to purchase or
otherwise acquire any such shares.
5.7 Liana. Not to permit liens on the Secured Property. For purposes of this
Agreement, "lien" means any security interest, mortgage, pledge, lien, attachment, claim,
charge, encumbrance, or agreement retaining title covering, on or affecting the Secured
Property other than the Pledge Agreement between FDG and Owner dated October 21, 1997.
5.8 Default To notify Secured Party promptly of any default, Potential
default, or any development that might have a material adverse effect on the Secured
Property.
5.9 Distributions. To deliver promptly to Secured Party all certificates
received in a split or distribution of or issuance of stock dividends on, the Secured Property.
5.10 Business of Owner and TTI. As to the business conducted by Owner
and TTI (for purposes of this Section 5.10 only), collectively referred Was 'Owner:
5,10.1 To ensure that Owner's business is conducted efficiently and
without voluntary interruption.
5.10.2 To ensure that all necessary action is taken to preserve all rights,
privileges and franchises held by Owner.
5.10.3 To ensure that Owner's business property is kept in good repair.
6. Owner and FDG's Warranties and Representations. Owner and FDG
warrants and represents as follows:
6.1 Ownership. Except as stated herein and for the security [Merest
granted herein, Owner is the legal record owner and FDG has beneficial ownership of the
Secured Property free from any lien and Avner has and will have good and markelable title
to the Secured Property. Owner and FOG will defend the Secured Property against every
claim or demand made upon it
62 Subordination Agreement Secured Party and FDG have each
extended or will intend financial accommodations or writ incur substantial financial
commitments to Owner, and each has acquired or will acquire a security imerest in collateral
of Owner otherwise defined herein as Secured Property, whetter now owned or in existence
or acquired by the Owner in the future, as security for those financial accommodations and
commitments. FDG has physicalty received possession of the Secured Property from Owner
and Perfected its security interest in accordance with net pledge agreement beNreen FDG
and Owner, dated October 21, 1997. FDG agrees herein, upon Me Effective Date of this
Agreement to physically deliver the Secured Property and any Additional Secured Property
to Secured Party and agrees that Secured Party's security interest is perfected therein. It is
understood by the Owner, FDG and Secured Party Mat Secured Party is unwilling to eiderH
to Owner financial accommodations or commitments that will be secured by a security interest
in the Secured Property, unless FDG subordinates to Secured Party any right it may presently
have acquired from Owner, third parties, (including but not limited to John Carbray, an
individual and John Carbray Wing Trust), or acquired in the future in the Secured Property
and to physically deliver that Secured Property to Secured Parry_ THEREFORE FDG
subordinates to Secured Party all rights 9 may now haw; or acquire in the future in any "a
Secured Property regardless of the manner in which such rights may arise and agrees that
the rights of Secured Party in and to the Secured Property are superior to any rights of FDG
asserted in the Secured Property, despite the prior delivery of the Secured Property by Owner
or any third party to FDG. FDG and Owner shall further deliver the Secured Property to
Secured Party upon the Effective Date of this Agreement.
8.3 Valid Obligation. This Agreement is a valid and binding obligation of
Owner and FDG. The Agreement creates a security interest enforceable against the Secured
Property in which Owner and FOG now has rights, and will create a security interest
enforceable against the Secured Pmpedy when Owner and FDG later acquires those right.
84 No Breach. Neither the execution and delivery of this Agreement, nor
the taking of any action in compliance with it, will O violate or breach any law, regulation, rale,
order, or judicial action binding on Owner or FOG or any agreement to which Owner or FDG
is a parry; or (ii) result in the creation of a lien against the Secured Property except that
created by this Agreement. There exists no event or omission that is or would be a default
under this Agreement, except for the passage of time or the giving of notice.
7. Voting Rights. All voting rights ofthe Pledged Shares shall be vested in Owner
as long as there is no duly given notice of default outstanding under this Agreement Except
for that matter described in Section 12, prior to Owners voting of the Pledged Shares for the
following purposes, Owner shall obtain and his with the Secretary of Owner the Secured
Parry's written consent, which shall be given at Secured Party's sole discretion to do the
following:
7.1 To merge, consolidate or dissolve TTI;
7.2 To sell all, or substantially all, of the assets of TTI, or
7.3 To do anything which would have the affect of impairing the position or
interest of Secured Party with respect to the Secured Property or which would alter the voting
rights with respect to the stock of Owner or TTI, or be inconsistent with or violate any
provisions of this Agreement.
8. Default Owner is in default under this Agreement upon the happening of any
of the following:
8.1 Failure to Perform. The failure of Owner or FDG to pay or perform any
obligation, covenant or liability contained or retained to in this Agreement or in any collateral
agreement entered into by Owner or FDG in connection with the transaction or transactions
which occasioned the execution of this Agreement, whether when due, at statetl maturity, on
accelerated maturity, or otherwise; or the failure of performance of any obligation, covenant
or liability contained or referred to In the agreements specified in Section 4;
82 Misrepresentation. If a womanly, representation, or statement made or
furnished by Owner or FDG to Severed Party contains or will contain any urine statement
of a material fact or omits or will omit to state a material fact necessary to make the
statements or facts contained therein misleading, whether or not any such statement or
omission is intentional;
8.3 Liens. The creation of any lien on the Severed Property, or the making
of any levy, seizure or attachment thereon other than the Pledge Agreement between Owner
and FDG dated, October 21, 1997;
8A Termination of Business. The suspension, termination or liquidation
of Me business of Owner, FDG or TTI;
8.5 Termination of Existencennaolvency. Death, dissolution, termination
of existence, insolvency or business failure of Owner or FDG, appointment of a receiver of
all or part of Owners or FDG's assets, Owners or FDG's assignment for the benefit of
creditors, or the commencement of a proceeding under a bankruptcy or insolvency law by or
against Owner or FDG; or similar events or actions affecting or pertaining to TTI.
9. Remedies. Upon default underthis Agreement, Secured Party may, at
the time of default or any time thereafter, declare Owner and FDG In default of the Sublease
.Agreement, Parking and Non -relocation and Continuous Operation Agreements and Secured
Party shall have all of the remedies of a seal party under the California Commercial Code,
the Sublease Agreement, Me Parking Agreement and the Non -relocation and Continuous
Operation Agreement or any other applicable law or statute, as amended from time to time.
Furthermore, upon any default. Secured Parry may:
9.1 Performance of Obligations. Perform any of Owner or FOG's
obligations under this Agreement for Owner or FDG's account. Any money expended or
obligations incurred in doing so, including reasonable attorneys' fees and interest at the
highest rate permifted by law, will be charged to Owner or FDG and added to the obligation
secured by this Agreement.
9.2 Conveyance W Secured Party. At its option and upon ten (10) days
prior written notice to Owner, take possession of, and title to, and register the Secured
Property, or any part of lt, in Secured Party's name or in the name of Its nominees; called and
enforce payment with respect to the Secured Property; exercise all rights, options, and
privileges with respect to Me Secured Property, and deliver it in that connection W any
appropriate person or agency. Further Secured Party shall have the immediate right W vote
the Secured Property as Owner or FDG's proxy, that proxy to be irrevocable until this
Agreement is terminated. Except as other wise limited in this Agreement unfit such default,
Owner's right to vote Me Secured Property will not be impaired by this Agreement.
9.3 Sale. Conduct a commercially reasonable private sale or other
disposition of the Secured Property, although a higher price might have been obtained for the
public sale under the Securities Act of 1933. as amended, or In compliance with any other
applicable laws or regulations. Secured Party's notice of the time and place of public sale of
the Secured Property, or the time on or after which a private sale or other disposition of the
Secured Property v411 be made, is reasonable if sent to Owner in the manner for giving notice
at least ten (10) days before the public or private sale. Owner, FDG and Secured Party agree
that this shall constitute reasonable notice. Any sale of the Secured Property shall be held
at such time or times and at such place or places as Secured Party may determine in the
exercise of Secured Part's reasonable discretion. Secured party may bid and purchase at
any sale under this Agreement and shall also haw; the rights provided in Section 9505 of the
California Commercial Code. The Secured Property may, upon completion of any sale or
transfer, be endorsed by Secured Parry as required to transfer the Secured Property on the
books of Owner and Owner and FDG hereby constitute and appoint Secured Parry as Owner
and FDG's attorney in fact to do so.
9.4 Proceeds of Sale. The net rash proceeds of any sale or disposition of
the Secured Property shall be applied by Secured Party first, to the reasonable costs and
expenses (including reasonable attorneys' fees) of holding, processing and preparing for the
sale, transfer or delivery of the Secured Property; and second, to the satisfaction of all Owner
and FOG's obligations under the Sublease, Parking and Non -Relocation and Continuous
Operation Agreement in such order and manner as Secured Party in its sole discretion may
determine. Any surplus maybe paid to the order of Owner. In the event that the proceeds
of any sale are insufficient to fully discharge the obligation to Secured Party, including
interest, Owner and FDG shall remain liable to Secured Party for any deficiency.
9.5 Execution of Documents. Secured Party may require Owner and FDG
to execute all documents and instruments on Secured Parry's request that Secured Parry
considers necessary or advisable to exercise its rights under this Agreement.
9.6 Role of Major League Baseball.
9.6 ,1 Owner and FDG represent and warrant to Secured Party Nal:
Owner's and FDG's execution and performance of this Agreement has been approved by the
President of the Minor League Association, the National Association of Professional Baseball
Leagues, Inc., and by the Pacific Coast Baseball League, Inc. to grant a security interest of
a "Control Interest" as defined by Rule 36 of the Professional Baseball Agreement, in a Minor
League Club.
9.6.2 Notwithstanding any other provision of this Agreement to the
contrary, Secured Party agrees to be bound by the Major League Rule Regarding Regulation
of Minor League Franchises, (the'Rules"). Secured Party acknowledges that the Rule does
not permit a Minor League Baseball Club to pledge its franchise as security for any
indebtedness and requires that a "Control Interest" transfer, as defined in the Rules, in such
Club is subject to the prior review and approval of the President of the National Association
of Professional Baseball Leagues, Inc. and review of the Baseball Office of the Commissioner
in their sole and absolute discretion. Accordingly, Secured Party acknowledges that such
approval for a transfer of a Control Interest in Me Club would be required for any foreclosure,
sale or transfer of the Secured Property to a third parry as well as to the Secured Party.
Secured Party shall immediately notify the President of the National Association of
Professional Baseball Leagues, Inc. and the Baseball Office of the Commissioner of any
event of default under the indebtedness Secured by this Agreement Secured Party
acknowledges that any temporary or permanent management of Me Secured Property by the
Secured Party or any receiver or bustle shall be subject to tine prior approval of Me President
of the National Association of Professional Baseball Leagues, Inc. and the review of the
Baseball Office of the Commissioner in Meir sole and absolute discretion. In the evert Mal
Secured Parry desires to operate the Franchise for its own account on a temporary or
permanent basis, Secured Parry shall obtain the prior written approval of Me President of the
National Association of Professional Baseball Leagues, Inc. in accordance with the Rule.
Nothing contained in this Section shall be deemed to limit the obligations of Debtor to the
Secured Party under any credit agreement and Me rights of Secured Party thereunder which,
in either case, are not inconsistent with the provisions of this Section. Any requirement for
Secure Party with this Section or this Agreement which requires Secured Party to seek and
obtain any approvals of the President of the National Assmation of Professional Baseball
Leagues, Inc.. or any other third party to operate the Franchise or Perfect Secured Porges
security interest in Me Franchise shall be at the sole and absolute expense of Owner and
FDG.
10. Release of Owner or FDG. Without notice to Owner or FDG, Secured Party
may release Owner or FDG, or any endorser, guarantor, or any other collateral security given
to secure the obligations of Owner or FOG.
11. Termination. This Agreement will terminate when Owner and FDG completes
performance of all obligations to Secured Party, including, without limitation, the termination
of the Sublease Agreement, Packing and Non -relocation and Continuous Operation
Agreements for reasons other than a default or breach by Owner or FDG, and Owner or FOG
has notified Secured Party in writing of the termination.
12. Right of FDG W Purchase the Franchise
12.1 The Baseball Franchise. TTI is the owner of a franchise for a AAA baseball
team (-the Franchise-) in the Pacific Coast League of Professional Baseball Clubs, Inc.,
(°PCI -J. The ownership of the Franchise give TTI Me right o operate a professional baseball
team as a member of the PCL.
12.2 The License of the Franchise to FDG. TTI does not operate Me Franchise. It
has granted to FOG an exclusive right and license to possess, use and operate Me Franchise
pursuant to the terms of that certain Exclusive License Agreement datetl October 21, 1997,
(Me "License Agreement*). a We and conformed copy of which has been provided by FDG
M the Secured Party,
12.3 Option to Purchase the Franchise. TTI has granted to FDG Me option to
purchase the Franchise pursuant to an Option Agreement dated October 21, 1997, (the
Opfion Agreement"), a We and conformed copy of which has been provided by FDG to
Secured Party.
12 .4 FOG's Right to Purchase the Franchise. FOG shall have the right to exercise
its option to purchase the Franchise from TTI in accordance with the Option Agreement, ff all
of the following requirements are met:
a. The approvals of the PCL, the National Association, and the Office of the
Commissioner required by Sections 7.2, 7.3 and 7.4 of the Option Agreement have been
obtained.
b. The person to wham the Franchise is transferred by TTI, upon the exercise of
the Option by FOG, is a limited liability company, organized under the laws or California,
having FOG as its sole member and sole manager the "Subsidiary').
C. FOG pledges to the Secured Party all membership and economic interests in
the Subsidiary as substituted security in place of the Pledged Shares by a Pledge Agreement
and Security Agreement in a form satisfactory to the Secured Party.
d. The Subsidiary and FOG enter into a License Agreement with respect to the
Franchise that Is identical in all material respects with the License Agreement described in
Section 122, except that the licensor shall be the Subsidiary and that FOG and the Subsidiary
may fix the Compensation payable under Section 4 of the License Agreement to by any
amount that they, in their sole and absolute discretion, determine to be proper. h is
understood and agreed that the provisions of Section 4.3 of this Security Agreement shall be
as fully applicable to any Licenae Agreement between FOG and the Subsidiary as to the
License Agreement between FOG and TTI.
B. Neither FOG nor Owner is in material default of any of their respective
obligations under the Stadium Agreements described in Section 4.1.
I. FOG has given as written approval of the Articles of Incorporation and Me
Operating Agreement for the Subsidiary. FDG shall submit Rs proposed forth for the Articles
of Organization and Operagng Agreement for the Subsidiary to the Secured Party for its
review and approval. Secured Party shall pmmp#y give its written approval or promptly give
its written disapproval. If the Secured Party disapproves of either or both such documents,
Us disapproval shall set out the specific additions or deletions which, R made to the
disapproved document or documents, would result in the Severed Partys approval thereof.
The Secured Party shall not require any additions or deletions to be made to the Operating
Agreement or Articles of Organization that are not reasonably required to protect the security
interest of the Secured Party in all membership and economic Interests in Me Subsidiary,
consistent with this Pledge Agreement.
g. FOG and Owner agree that Subsidiary, FOG and Owner shall enter into any
agreements or execute and deliver any documents or instruments on Secured Party's request
necessary for Secured Party to attach and perfect its security interest in Subsidiary or any
membership and economic interests in the Subsidiary or to exercise any of its rights under
this Agreement.
13. Secured Party's Care and Delivery of Secured Property. Securetl Party's
obligations with respect to the Secured Property in its possession shall be strictly limited to
the duty to exercise reasonable care in the custody and preservation of such Secured
Property, and such duty shall not include any obligation to ascertain or to initiate any action
with respect to or to inform Owner, FDG or any other third parry of maturity dates, conversion,
call, or exchange rights, or offers to purchase the Seared Property, or any similar matters,
notwithstanding the Secured Party's knowledge of the same. Secured Party shall have no
duty to fake any steps necessary to preserve the rights of Owner, FDG or any other third party
against prior parties, or to initiate any action to protect against the possibility of a decline in
the market value of the Secured Property. Secured Parry shall not be obligated to take any
actions with respect to the Secured Property requested by Owner. FDG or others unless such
request is made in writing, and the Secured Party determines, in its sole discretion, that the
requested actions would not unreasonably jeopardize the value of the Secured Property as
security for the indebtedness. Secured Parry may at any time deliver the Secured Property,
or any part thereof, to Owner, and the receipt thereof by the Owner shall be a complete and
full acquittance for the Seared Property so delivered, and Seared Party shall thereafter be
discharged from any liability or responsibility therefor.
14. Exclusive License Agreement
TTI and FDG have entered into an Exclusive License Agreement, dated October 21,
1997, (the'License Agreement's wherein TTI has granted FDG an exclusive worldwide right
and license to Posses, use and operate the Franchise, together with player development
contracts, protected territorial rights, and all approvals, rights and any other entitlements
necessary, or in any way related, to the use and operation of the Franchise. In ths event that
Secured Party shall exercise any rights that it may have under this Agreement, including but
not limited to foreclosure of the Secured Property or Additional Secured Property, FOG,
subject to the Rules shall immediately terminate any interest it has or may hews in the future
to the License Agreement or any license agreement created in accordance with Section 12
of this Agreement and shall thereafter have no further interest in accordance with that License
Agreement or any other license agreement related to the Secured Property or Additional
Secured Property. Further. Secured Party shall not be subject to any rights of FDG created
under that License Agreement or any other license agreement If FDG shall transfer any
interest that it has or may have in the future to the License Agreement or any license
agreement created under Section 12 of this Agreement, FOG shall assum that the agreement
which transfers the license interest shall bat subject to the same limitations and reductions
contained within this Section and said agreement shall amain similar language to this
Section which would require the same obligation to terminate the license agreement in the
event that Secured Party should foreclose an the Secured Property or Additional Secured
Property in accordance with this Agreement.
15. General Provisions.
15.1 Further Assurances. Owner and FDG shall, from time th time upon the
request of Secured Party, execute and deliver any instruments or documents, or undertake
any acts, that may be deemed necessary or advisable by Secured Parry to implement or carry
out the purposes of this Agreement.
15.2 Notices. All notices, requests, demands, instructions or other
communications to be given to any party hereunder shall be in writing and shall be deemed
to have been duly given (p on the date of serviced personally sewed on the party to whom
notice is to be given; (ii) within forty-eight (48) hours after mailing, if mailed to the party to
whom notice is to be given, by first Gass mail, registered or certified, postage prepaid, return
receipt requested; (iii) within twenty-four (24) hour; after being deposited YAM a recognizetl
private courier service (e.g., Federal Express), if delivered by a private couner service to the
party to whom notice is to be given, all charges prepaid, or (iv) when sent, r given by telex or
telec'opy. Any such communication sent by telex or to ecopy must be confirmed within twenty-
four (24) hours by letter mailed or delivered in accordance with this Section. All notices shall
be properly addressed to the party receiving notice as follows:
//
If to the Owner to
Fresno Grizzlies, Inc.
1231 N Street
Fresno, California 93721
Attention: President
If to Secured Party to:
City of Fresno
2600 Fresno Street
Fresno, California 93721
Attention: City Manager
The addresses for purposes of this Section may be changed by giving written notice Of such
change.
15.3 Partial Invalidity. Any covenant, agreememl, condition or other provision
of this Agreement, or any portion thereof, which shall prove to be invalid, void or illegal shall
not affect Me remaining portions of the Agreement, or any part thereof, and this Agreement
shall be construed as If any such covenant, agreement, condition or provision had not been
inserted, but only as long as the rights, obligations and duties of a party are not materially
altered thereby.
15.4 Abomey's Fees. If either party files any action or brings any proceeding
against any other party arising out of this Agreement, or is made a party to any action or
proceeding relating to this Agreement brought by any Person or entry, then as between the
paries hereto, the prevailing party shall be emitted to recover as an element of Is cats of sun
and not as damages, reasonable attorneys fees to be fixed by the curt The prevailing party
shall be a parry who is entlned to recover its costs of suit, whether or not sun proceeds to final
judgment. A parry not entitled to recover ns cost shall not recover anomeys fees. No sum
for allomey's fees shall be counted when calculabrg the amount of a judgment for purposes
of determining whether a parry is entitled to its cost or attorney's fees.
15.5 Waiver. No waiver of any ten of this Agreement or performance
hereunder shall be effective unless in writing and signed by the party affected thereby. No
waiver by a party of any provision of this Agreement shall be considered a waiver of any other
provision or any subsequent beach of the same or any other provision, including the time for
Performance of any such provision. The exercise by a parry of any remedy provided for in this
Agreement, or at law or in equity, shall not prevent the exercise by that parry of any other
remedy provided in this Agreement, or at law or in equity.
15.6 Governing Law, This Agreement has been delivered in the State of
California and the parties agree that it shall be construed in accordance with the laws of that
state, which laws shall govern the Agreement's interpretation and effect.
15 7 Successors in Interest An rights and obligations of Owner, FDG and
Secured Party shall inure to the benefit of and be binding upon their heirs, executors,
administrators. successors and assigns. If there be more than one Party obligated to Secured
Party, their obligations hereunder shall be joint and several.
12
15.8 Effective Date. The effective date of this Agreement is 2000.
Dated ,2000.
Secured Parry:
City of Fresno, a Municipal Corporation
By:
Its:
Ovvner.
Fresno Grizzlies, Inc., a
California corporation
By:
John L. Carbray, President
Sy:
Diane M. Engelken, Secrefory
FDG
Fresno Diamond Group, a California
limited liability company
By:
John L Carbray, President
By:
Diana M. Engelken, Becre[ary
13
Exhibit: 'A"
IRREVOCABLE STOCK POWER
(Fresno Grizzlies, Inc.)
FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to the
City of Fresno, a municipal corporation, as Secured Parry under that certain Pledge
Agreement of even date herewith between FRESNO GRRZLIES, INC., as Cl and
the CITU OF FRESNO, as Secured Pady, all the undersigned's right, fide and interest In
We following shares of the capital stock of TUCON TOROS, INC., an Arizona
corporation:
Class/Senes of SI k Certificate No. No of Shares
Class 19 7,900
Class 10 2,100
The undersigned does hereby irrevocably constitute and appoint
attorney to transfer such stock on thebooks of the company,
with full power of substitution in the premises.
Dated .2000.
14
FRESNO GRIZZLIES, INC., a
California corporation
By:
John L. Cabral President
By:
Diane Engelken, Secretary