AES/Haywood Site--New SPA and PDA Amendments

Audrey,

Attached please find new Amendments to the Securities Purchase Agreement and
the Project Development Agreement which extend the May
9, 2001 date in each of the agreements to May 11, 2001. 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. 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.

- #1287078 v2 - AM NO.3 TO PDA.doc
- #1287074 v2 - AM NO.2 TO SPA.doc