Good morning.

Further to Steve's comments below, I am also wondering what the new language
in the Assignment of Interests adds or is intended to add beyond the
language in the prior paragraph 2.  Are there obligations of VLDC outside
the Haywood LLC that are intended to be assigned by the new language?  If
so, then as Steve suggests, we need to make sure that AES knows what the
universe includes and gets related reps and warranties.  The reps and
warranties under the SPA reach only to the obligations of Haywood.

Thanks

Audrey.
-----Original Message-----
From: Steve Hase [mailto:shase@aesc.com]
Sent: Thursday, May 10, 2001 8:27 AM
To: aroffwarg@bracepatt.com; prollin@aesc.com; aroffwarg@bracepatt.com;
cthompson@bracepatt.com; szisman@ect.enron.com; ben.f.jacoby@enron.com;
chris.booth@enron.com; fred.mitro@enron.com; kay.mann@enron.com;
alouison@hunton.com
Subject: Assignor's Obligations -- Due Dligence


Ben and Aaron,

We note in the Assignment of Interest document sent yesterday, there is a
new section 2, whereby AES would be assuming all of the obligations of
Volunter Land Development Company.

We need to perform due diligence on what those obligations are and whether
they have changed since the SPA was executed.  We need the following
information for determining what obligations VLDC has incurred:

1)  financial statements of the LLC
What debts does the LLC owe and to whom?
2)  list of all the agreements entered into by the company
(to my knowledge, there is the system impact study agreemt with TVA
Any other agreements with TVA, like a Keep Whole letter?
3)  copies of any new agreements not already delivered in the Binder dated
Nov 2000?
4)  any tax agreements with the County or any other public entity?
5) any amendments to your land option agreements with Mann or English?

I'd appreciate your review of these matters as soon as possible to keep
our scheduled closing on track.

I'll be meeting with Ben at 8:00CT.  Our call remains at 2:00PM CT same #
as before.

Steve Hase