Subject: AES/Haywood Site- SPA, PDA and Guaranty Amendments
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Date: Tue, 8 May 2001 10:23:00 -0700 (PDT)

Audrey,

Attached for your review are drafts of the following documents

1. Amendment Number 3 to the Securities Purchase Agreement compared against 
the version circulated on Monday;
2. Amendment Number 4 to the Project Development Agreement compared against 
the version circulated on Monday;
3.  Amendment Number 1 to the Guaranty; and
4.  The Assignment of Interests (in preparation for Friday's closing).

In order to expedite the review process, I am simultaneously sending copies 
of these documents to ENA for their final approval; therefore, they remain 
subject to further changes if necessary.

Regarding Amendment 2 to the SPA and Amendment 3 to the PDA, ENA will be 
faxing executed copies of the documents directly to AES this evening.

Please call me with comments at your earliest convenience.

Best regards.

Aaron P. Roffwarg
Bracewell & Patterson, LLP
South Tower Pennzoil Place
711 Louisiana St.
Houston, Texas 77002
(713) 221-1117 (Ph)
(713) 221-2184 (Fax)

CONFIDENTIALITY STATEMENT:
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entity to which it is addressed and may contain information that is
privileged, confidential, and/or exempt from disclosure under applicable
law.  If you are not the intended recipient, you are hereby notified
that any dissemination of this information is strictly prohibited.  If
you have received this information in error, please notify us
immediately by telephone at (713) 221-1117 or by fax at (713) 221-2184,
and confirm that you have destroyed this information and any copies.
Thank you.

 - #1287275 v1 - AM 1 TO GUARANTY_1.doc
 - #1287349 v1 - ASSIGNMENT OF INTERESTS_1.doc
 - redspa_1.doc
 - redpda_1.doc