Message-ID: <11036329.1075840259186.JavaMail.evans@thyme> Date: Mon, 11 Sep 2000 06:09:00 -0700 (PDT) From: jwatson@velaw.com To: kenneth.lay@enron.com Subject: Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: "Watson, John" X-To: "'Lay, Ken'" X-cc: X-bcc: X-Folder: \Kenneth_Lay_Dec2000\Notes Folders\Notes inbox X-Origin: LAY-K X-FileName: klay.nsf I got Goldberg's comments this morning on the term sheet with the Rockets. there are a number of technical comments which we will make. There are about four substantive comments that we are working on and will review with Tracey Ellison. Two of the comments relate to you. Goldberg wants to limit seats to a maximum of 20 per Partner, not 300 total, because he said you said at the meeting that each Partner would have a maximum of 20 seats. I didn't recall that any such statement by you was meant to limit the 300 seats but was merely an indication of about how many each Partner would have. Goldberg admitted the 300 seats was on the sheet handed out at the meeting. I can't believe Goldberg is continuing to haggle on this issue. I think we should say that the maximum of 300 seats is what the Partners approved and be done with it. The other issue is the amount of the referendum funding. Goldberg said he understood that the Rockets would match what the "Partners" would put up. Alternatively he wants the right for the Rockets to raise part of their $1.5 million from others and get credit for it. I'm not sure whether the Rockets would interfere with you raising your balance of the $1.5 million. In any case I need your input on this issue both for the Rockets term sheet and determining how much we need to get advanced on the loan from the Sports Authority. John S. Watson Vinson & Elkins LLP 1001 Fannin 2300 First City Tower Houston, TX 77002-6760 Voice: 713/758-2556 Fax: 713/615-5236 Email: jwatson@velaw.com PRIVILEGED AND CONFIDENTIAL: Contains attorney-client communications and/or attorney work product