FROM ROB WALLS AND JOHN ALE:

We have just discussed a few items with the commercial team and Rockne and have come to the following compromise as matters relate to "Subsidiaries":

"Subsidiary" will include all entities owned or controlled 50% or more by Gipper.  That will pick up several unconsolidated entities, either because of a high economic interest or control of the board of a general partner (e.g., Azurix, EOTT).  All matters disclosed in Gipper's SEC filings or filings by significant subs that file their own public reports (e.g., Azurix, EOTT) will be exceptions to every representation.

Section 5.7, insofar as it applies to any balance sheets, will include consolidated subsidiaries only.  (Note that the rep might expand to include financials on unconsolidated entities that file separate SEC reports).

All items in Section 5.22 are being deleted other than clause (iii), but will continue to pick up VP and above.  In other words, the contract list needs to show  deals of $500,000 or more with officers of Gipper and Subsidiaires (50% or more ownership or control) in which an officer at VP or above personally has an interest.

Also, in listing matters, please recall that materiality is defined with reference to Gipper and its subs taken as a whole.  That's a very high threshhold.

Thanks.