In connection with the closing today under the Securities Purchase
Agreement, attached please find the following documents, each as executed by
an authorized representative of AES Greystone, L.L.C.


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;
4.  Certificate of AES Greystone, L.L.C.;
5.  Notice of Waiver of Termination Option; and
6.  Commitment Letter

We will send one original signature page for each of these documents to
Aaron Roffwarg at Bracewell & Patterson on Tuesday of next week.

Many thanks to all.  Have a great weekend.

Regards,

Audrey.


 - Amendment No 3pdf.pdf
 - Representations Certificate.pdf
 - Notice of Waiver of Termination Option.pdf
 - Commitment Letter.pdf
 - Assignment of Interest.pdf
 - Amendment No 4.pdf