AES/Haywood Site--New SPA and PDA Amendments

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:
This information is intended only for the use of the individual or
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