Attached is the revised AOI reflecting comments from AES' counsel.

Closing Agenda for Friday 5/11/2001

-10am --wire in the amount of $1mm to be initiated by AES
-Upon Wire Confirmation--ENA delivers to AES the following executed docs via 
Fax:
1.  Am. 4 to PDA;
2.  Am.2 to SPA;
3.  Assignment of Interest in Haywood Power I, LLC; and
4.  Representations Certificate

-Upon Wire Confirmation--AESdelivers to ENA the following executed docs via 
Fax:
1.  Am. 4 to PDA;
2.  Am. 2 to SPA;
3.  Assignment of Interest in Haywood Power I, LLC;
4.  Representations Certificate;
5.  Commitment Letter; and
6.  Waiver of Termination Option

--Both Parties will overnight 1 copy of each agreement/letter to the other's 
counsel for Saturday delivery.  Additionally, in the same package ENA will 
include  the LLC Binder for Haywood Power I, LLC and appropriate termination 
letters of the company's officers.

Please feel free to call me with questions or comments.  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.

 - #1287349 v4 - ASSIGNMENT OF INTERESTS.doc