New Orleans Louisiana Saints, Limited Partnership, Benson Football, Inc. Tax Matters Partner - Page 13

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          contribute an additional $20 to $25 million.   After weeks of               
          negotiation, Pritzger signed a letter of intent to buy the Saints           
          but conditioned the purchase on the receipt of an assistance                
          package from the State.                                                     
               Beginning in late 1984, Louisiana's State Government began             
          to seriously consider the potential ramifications of losing the             
          Saints to another State.  Louisiana's Governor Edwin Edwards                
          (Governor Edwards) believed that the loss of the Saints would be            
          catastrophic to the City of New Orleans and the State of                    
          Louisiana.  On or about February 1, 1985, Governor Edwards                  
          publicly announced that Pritzger had signed a tentative purchase            
          agreement to buy the Saints from Mecom contingent on an                     
          unspecified amount of State aid.                                            
               On February 4, 1985, Governor Edwards addressed members of             
          the State Legislature and informed them of both Mecom's desired             
          selling price of $75 million and Pritzger's offer of $45 million.           
          He then proposed a means for bridging the gap between these two             
          figures.  His proposal entailed (1) an appropriation of $25                 
          million, either in cash from the State's general fund or through            
          a bond sale; (2) a declaration converting the Superdome to a tax            
          exempt political subdivision; (3) a bond sale to construct a                
          conference training center on land to be leased to the Pritzgers            
          by the State for a minimal fee; and, (4) a 30-year extension of             
          the contract between the State and the Pritzger interests for the           
          management of the Superdome.                                                




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