The receipt of the Cash Portion of the Purchase Price via intrabank transfer 
has been confirmed.  Attached please find the following documents each 
executed by an authorized representative of Volunteer Land Development Co., 
LLC:

1.  Assignment of Interest in Haywood Power I, LLC;
2.  Amendment No. 3 to Securities Purchase Agreement;
3.  Amendment No. 4 to Project Development Agreement; and
4.  Certificate of Volunteer Land Development Company, LLC

One (1) original signature page for each document will sent for Saturday 
delivery to Audrey Louison at Hunton & Williams, 1900 K Street, N.W., 
Washington, D.C. 20006.  Please forward corresponding signature pages for 1-4 
above, the Commitment Letter ,and the Waiver of Termination Option, each 
executed by AES Greystone LLC by next Tuesday to my attention at Bracewell & 
Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas  77002.

Thanks to everyone for their assistance.  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.

 - Amend-4-PDA.pdf
 - Amend-3-SPA.pdf
 - Assignment of Interest.pdf
 - Certificate-Volunteer.pdf