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

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