Aaron,

Please make sure that the revisions properly reflect the business deal and 
contemplate the amendments that were just executed (so they will be the 3rd 
and 2nd amendments to the PDA and SPA, respectively).  I am officially out of 
the legal business on Monday of next week but will likely be asked by Kay for 
my sign off.

Stuart

----- Forwarded by Stuart Zisman/HOU/ECT on 05/01/2001 03:47 PM -----

	"Steve Hase" <shase@aesc.com>
	05/01/2001 03:32 PM
		 
		 To: ALouison@hunton.com
		 cc: ben.jacoby@enron.com, stuart.zisman@enron.com, aroffwarg@bracepatt.com, 
prollin@aesc.com, mbarr@hunton.com
		 Subject: Re: Greystone/Haywood - Extension of Dates


Audrey,

Ben and I have reached an agreement which will be documented as follows:

1)  Extension of Dates -- May  11 becomes May 9 (Wed)

2)  Ben will edit the latest version of the Amendment #2 so that

a) on Aug 1, we pay the greater of the $1.5MM ($2.5 less $1 paid at
exercise) and the Additional Compensation (less the $1 MM)

b)  a separate agreement whereby Corp guarantees the payment on Aug 1.

The intention is to sign the Amendment #3 before 5/9.

Thanks everyone for making this happen.

Steve Hase