Subject: AES/Haywood Site--New SPA and PDA Amendments
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Date: Mon, 7 May 2001 09:00:00 -0700 (PDT)

Michael,

Attached please find a new Amendments to the Securities Purchase Agreement 
and the Project Development Agreement.  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.

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.

 - #1283533 v4 - AMENDMENT NO 3 TO PDA.doc
 - #1283523 v7 - AMENDMENT NO 2 TO SPA.doc