Exhibit 10.20


         AMENDMENT NO. 1 dated as of April 12, 2000 (this "Amendment No. 1") to
the DEPOSIT AND DISBURSEMENT AGREEMENT (the "Depositary Agreement") dated as of
May 1, 1999 among (i) AES EASTERN ENERGY, L.P., a limited partnership organized
under the laws of the State of Delaware ("AEE"), (ii) AEE 2, L.L.C., a limited
liability company organized under the laws of the State of Delaware ("AEE 2"),
AES SOMERSET, L.L.C., a Delaware limited liability company, AES CAYUGA, L.L.C.,
a Delaware limited liability company, AES WESTOVER, L.L.C., a Delaware limited
liability company and AES GREENIDGE, L.L.C., a Delaware limited liability
company (iii) CREDIT SUISSE FIRST BOSTON, as Working Capital Provider (the
"Working Capital Provider"), (iv) Kintigh Facility Trust A-1, a Delaware
business trust, (v) Kintigh Facility Trust A-2, a Delaware business trust, (vi)
Kintigh Facility Trust B-1, a Delaware business trust, (vii) Kintigh Facility
Trust B-2, a Delaware business trust, (viii) Kintigh Facility Trust C-1, a
Delaware business trust, (ix) Kintigh Facility Trust C-2, a Delaware business
trust, (x) Milliken Facility Trust A-1, a Delaware business trust, (xi) Milliken
Facility Trust A-2, a Delaware business trust, (xii) Milliken Facility Trust
B-1, a Delaware business trust, (xiii) Milliken Facility Trust B-2, a Delaware
business trust, (xiv) Milliken Facility Trust C-1, a Delaware business trust,
(xv) Milliken Facility Trust C-2, a Delaware business trust, (xvi) DCC Project
Finance Fourteen, Inc., as Owner Participant under two Participation Agreements
(Kintigh A-1 and Milliken A-1), (xvii) DCC Project Finance Fifteen, Inc., as
Owner Participant under two Participation Agreements (Kintigh A-2 and Milliken
A-2), (xviii) First Chicago Leasing Corporation, as Owner Participant under two
Participation Agreements (Kintigh B-1 and Milliken B-1), (xix) First Chicago
Leasing Corporation, as Owner Participant under two Participation Agreements
(Kintigh B-2 and Milliken B-2), (xx) Bankers Commercial Corporation, as Owner
Participant under two Participation Agreements (Kintigh C-1 and Milliken C-1),
(xxi) Bankers Commercial Corporation, as Owner Participant under two
Participation Agreements (Kintigh C-2 and Milliken C-2), (xxii) BANKERS TRUST
COMPANY, a banking corporation organized and existing under the laws of the
State of New York, as Depositary Agent (herein, in such capacity, together with
its successors and permitted assigns, the "Depositary Agent"), (xxiii) BANKERS
TRUST COMPANY, a banking corporation organized and existing under the laws of
the State of New York, not in its individual capacity, except as expressly
provided herein, but solely as trustee under each Indenture (herein in its
capacity as trustee under each Indenture, together with its successors and
permitted assigns, the "Indenture Trustee"), and (xxiv) BANKERS TRUST COMPANY, a
banking corporation organized and existing under the laws of the State of New
York, not in its individual capacity, except as expressly provided herein, but
solely as trustee under each Pass Through Trust Agreement (herein in its
capacity as trustee under each Pass Through Trust Agreement, together with its
successors and permitted assigns, the "Pass Through Trustee").


                              W I T N E S S E T H :
                               - - - - - - - - - -


         WHEREAS, the parties hereto desire to amend the Depositary Agreement to
(a) permit AEE to pay additional interest that is required to be paid with
respect to the Pass Through Trust Certificates pursuant to Section 6 of the
Registration Rights Agreement dated May 11, 1999 (the "Registration Rights
Agreement") by and among AEE and Morgan Stanley & Co. Incorporated, Working
Capital Provider and CIBC World Markets Corp. as a result of AEE's failure to
consummate the Registered Exchange Offer (as defined in the Registration Rights
Agreement) or to have a Shelf Registration Statement (as defined in the
Registration Rights Agreement) declared effective on or prior to November 10,
1999 and (b) provide for a mechanism for the payment by AEE of that portion of
Supplemental Rent that is attributable to interest at the applicable Overdue
Rate on any part of any payment of Basic Rent under each of the Leases not paid


<PAGE>


when due for any period for which the same shall be overdue, or on any
Supplemental Rent not paid when due (whether on demand or otherwise) for the
period from such due date until the same shall be paid;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         SECTION 1. All capitalized terms not defined herein are used herein as
defined in, or in the manner specified in, the Depositary Agreement.

         SECTION 2. Notwithstanding any provision of the Depositary Agreement to
the contrary, the Depositary Agent is hereby authorized and directed to transfer
immediately from the Revenue Account to the Rent Payment Account and to disburse
from the Rent Payment Account to the Indenture Trustee in the same manner and
with the same effect as a payment of Basic Rent, the amount of $409,171.99,
representing the Additional Interest (as defined in the Registration Rights
Agreement) required to be paid pursuant to Section 6 of the Registration Rights
Agreement for the period from November 10, 1999 to January 2, 2000, plus
interest thereon at the Overdue Rate for the period from January 2, 2000 to the
date hereof.

         SECTION 3. Notwithstanding any provision of the Depositary Agreement to
the contrary, with respect to each Funding Date after the date hereof, AEE may
include in any Funding Date Certificate as an addition to Basic Rent under each
of the Leases due on the immediately succeeding Rent Payment Date (or, if such
be the case, the Rent Payment Date occurring on such Funding Date), any amount
constituting that portion of Supplemental Rent that is attributable to (a)
Additional Interest required to be paid pursuant to Section 6 of the
Registration Rights Agreement with respect to such Funding Date or (b) interest
at the applicable Overdue Rate on any part of any payment of Basic Rent under
each of the Leases not paid when due for any period for which the same shall be
overdue, or on any Supplemental Rent not paid when due (whether on demand or
otherwise) for the period from such due date until the same shall be paid, in
each case compounded semi-annually. Each such amount shall be disbursed by the
Depositary Agent in the same manner as Basic Rent.

         SECTION 4. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.

         SECTION 5. Except as expressly amended by this Amendment No. 1, the
terms and provisions of the Depositary Agreement shall continue in full force
and effect. No reference to this Amendment No. 1 need be made in any instrument
or document making reference to the Depositary Agreement; any reference to the
Depositary Agreement in any such instrument or document shall be deemed a
reference to the Depositary Agreement as amended hereby.

         SECTION 6. This Amendment No. 1 may be executed in separate
counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts shall together constitute the same agreement.




                                       2
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed as of the day and year first above written.


                                       AES EASTERN ENERGY, L.P.
                                       By:  AES NY, L.L.C., its General Partner


                                       By
                                         --------------------------------------
                                       Name: John Ruggirello
                                       Title: Vice President



                                            Address for Notices:

                                            AES Eastern Energy, L.P.
                                            1001 North 19th Street
                                            Suite 2000
                                            Arlington, VA 22209

                                            Attention: William Luraschi
                                            Telecopier No.:  (703) 528-4510
                                            Telephone No.:  (703) 522-1315




                                       3
<PAGE>




                                       AEE 2, L.L.C.


                                       By:
                                          ------------------------------
                                       Name:  John Ruggirello
                                       Title:


                                            Address for Notices:

                                            AEE 2, L.L.C.
                                            1001 North 19th Street
                                            Suite 2000
                                            Arlington, VA 22209

                                            Attention: William Luraschi
                                            Telecopier No.:  (703) 528-4510
                                            Telephone No.:  (703) 522-1315




                                       4
<PAGE>




                                       CREDIT SUISSE FIRST BOSTON,
                                       as Working Capital Provider


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Credit Suisse First Boston
                                            11 Madison Avenue
                                            New York, NY 10010-3629

                                            Attention:  Thomas Boehlert
                                            Telecopier No.:  (212) 325-0982
                                            Telephone No.:  (212) 325-9106




                                       5
<PAGE>



                                       KINTIGH FACILITY TRUST A-1

                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity,
                                           but solely as Trustee under the Trust
                                           Agreement (Kintigh A-1)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE 19890-0001

                                            Attention:  Ann Roberts
                                            Telecopier No.:  (302) 651-8882
                                            Telephone No.:  (302) 651-8681




                                       6
<PAGE>



                                       KINTIGH FACILITY TRUST A-2

                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity,
                                           but solely as Trustee under the Trust
                                           Agreement (Kintigh A-2)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE 19890-0001

                                            Attention:  Ann Roberts
                                            Telecopier No.:  (302) 651-8882
                                            Telephone No.:  (302) 651-8681




                                       7
<PAGE>



                                       KINTIGH FACILITY TRUST B-1

                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity,
                                           but solely as Trustee under the Trust
                                           Agreement (Kintigh B-1)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE 19890-0001

                                            Attention:  Ann Roberts
                                            Telecopier No.:  (302) 651-8882
                                            Telephone No.:  (302) 651-8681




                                       8
<PAGE>



                                       KINTIGH FACILITY TRUST B-2

                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity,
                                           but solely as Trustee under the Trust
                                           Agreement (Kintigh B-2)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE 19890-0001

                                            Attention:  Ann Roberts
                                            Telecopier No.:  (302) 651-8882
                                            Telephone No.:  (302) 651-8681




                                       9
<PAGE>



                                       KINTIGH FACILITY TRUST C-1

                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity,
                                           but solely as Trustee under the Trust
                                           Agreement (Kintigh C-1)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE 19890-0001

                                            Attention:  Ann Roberts
                                            Telecopier No.:  (302) 651-8882
                                            Telephone No.:  (302) 651-8681




                                       10
<PAGE>



                                       KINTIGH FACILITY TRUST C-2

                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity,
                                           but solely as Trustee under the Trust
                                           Agreement (Kintigh C-2)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE 19890-0001

                                            Attention:  Ann Roberts
                                            Telecopier No.:  (302) 651-8882
                                            Telephone No.:  (302) 651-8681




                                       11
<PAGE>



                                       MILLIKEN FACILITY TRUST A-1

                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity,
                                           but solely as Trustee under the Trust
                                           Agreement (Milliken A-1)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE 19890-0001

                                            Attention:  Ann Roberts
                                            Telecopier No.:  (302) 651-8882
                                            Telephone No.:  (302) 651-8681




                                       12
<PAGE>



                                       MILLIKEN FACILITY TRUST A-2

                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity,
                                           but solely as Trustee under the Trust
                                           Agreement (Milliken A-2)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE 19890-0001

                                            Attention:  Ann Roberts
                                            Telecopier No.:  (302) 651-8882
                                            Telephone No.:  (302) 651-8681




                                       13
<PAGE>



                                       MILLIKEN FACILITY TRUST B-1

                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity,
                                           but solely as Trustee under the Trust
                                           Agreement (Milliken B-1)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE 19890-0001

                                            Attention:  Ann Roberts
                                            Telecopier No.:  (302) 651-8882
                                            Telephone No.:  (302) 651-8681




                                       14
<PAGE>



                                       MILLIKEN FACILITY TRUST B-2

                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity,
                                           but solely as Trustee under the Trust
                                           Agreement (Milliken B-2)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE 19890-0001

                                            Attention:  Ann Roberts
                                            Telecopier No.:  (302) 651-8882
                                            Telephone No.:  (302) 651-8681




                                       15
<PAGE>



                                       MILLIKEN FACILITY TRUST C-1

                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity,
                                           but solely as Trustee under the Trust
                                           Agreement (Milliken C-1)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE 19890-0001

                                            Attention:  Ann Roberts
                                            Telecopier No.:  (302) 651-8882
                                            Telephone No.:  (302) 651-8681




                                       16
<PAGE>



                                       MILLIKEN FACILITY TRUST C-2

                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity,
                                           but solely as Trustee under the Trust
                                           Agreement (Milliken C-2)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE 19890-0001

                                            Attention:  Ann Roberts
                                            Telecopier No.:  (302) 651-8882
                                            Telephone No.:  (302) 651-8681




                                       17
<PAGE>




                                       DCC PROJECT FINANCE FOURTEEN, INC.,
                                       as Owner Participant under the
                                       Participation Agreement (Kintigh A-1)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            DCC Project Finance Fourteen, Inc.
                                            1801 Richards Road
                                            Toledo, OH 43607

                                            Attention:  Letitia D. Marth, Esq.
                                            Telecopier No.:  (419) 322-7485
                                            Telephone No.:  (419) 322-7465

                                       DCC PROJECT FINANCE FOURTEEN, INC.,
                                       as Owner Participant under the
                                       Participation Agreement (Milliken A-1)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            DCC Project Finance Fourteen, Inc.
                                            1801 Richards Road
                                            Toledo, OH 43607

                                            Attention:  Letitia D. Marth, Esq.
                                            Telecopier No.:  (419) 322-7485
                                            Telephone No.:  (419) 322-7465



                                       18
<PAGE>




                                       DCC PROJECT FINANCE FIFTEEN, INC.,
                                       as Owner Participant under the
                                       Participation Agreement (Kintigh A-2)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            DCC Project Finance Fourteen, Inc.
                                            1801 Richards Road
                                            Toledo, OH 43607

                                            Attention:  Letitia D. Marth, Esq.
                                            Telecopier No.:  (419) 322-7484
                                            Telephone No.:  (419) 322-7465

                                       DCC PROJECT FINANCE FIFTEEN, INC.,
                                       as Owner Participant under the
                                       Participation Agreement (Milliken A-2)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            DCC Project Finance Fourteen, Inc.
                                            1801 Richards Road
                                            Toledo, OH 43607

                                            Attention:  Letitia D. Marth, Esq.
                                            Telecopier No.:  (419) 322-7484
                                            Telephone No.:  (419) 322-7465



                                       19
<PAGE>




                                       FIRST CHICAGO LEASING CORPORATION,
                                       as Owner Participant under the
                                       Participation Agreement (Kintigh B-1)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            First Chicago Leasing Corporation
                                            One First National Plaza, Suite 0502
                                            Chicago, IL 60670-0502

                                            Attention:  Contract Administration
                                            Telecopier No.:  (312) 732-2231
                                            Telephone No.:  (312) 732-8100


                                       FIRST CHICAGO LEASING CORPORATION,
                                       as Owner Participant under the
                                       Participation Agreement (Milliken B-1)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            First Chicago Leasing Corporation
                                            One First National Plaza, Suite 0502
                                            Chicago, IL 60670-0502

                                            Attention:  Contract Administration
                                            Telecopier No.:  (312) 732-2231
                                            Telephone No.:  (312) 732-8100



                                       20
<PAGE>




                                       FIRST CHICAGO LEASING CORPORATION,
                                       as Owner Participant under the
                                       Participation Agreement (Kintigh B-2)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            First Chicago Leasing Corporation
                                            One First National Plaza, Suite 0502
                                            Chicago, IL 60670-0502

                                            Attention:  Contract Administration
                                            Telecopier No.:  (312) 732-2231
                                            Telephone No.:  (312) 732-8100

                                       FIRST CHICAGO LEASING CORPORATION,
                                       as Owner Participant under the
                                       Participation Agreement (Milliken B-2)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            First Chicago Leasing Corporation
                                            One First National Plaza, Suite 0502
                                            Chicago, IL 60670-0502

                                            Attention:  Contract Administration
                                            Telecopier No.:  (312) 732-2231
                                            Telephone No.:  (312) 732-8100



                                       21
<PAGE>




                                       BANKERS COMMERCIAL CORPORATION,
                                       as Owner Participant under the
                                       Participation Agreement (Kintigh C-1)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Bankers Commercial Corporation
                                            445 South Figueroa Street
                                            Los Angeles, CA 90071

                                            Attention:  Bill Moore, Esq.
                                            Telecopier No.:  (213) 236-7579
                                            Telephone No.:  (213) 236-5544


                                       BANKERS COMMERCIAL CORPORATION,
                                       as Owner Participant under the
                                       Participation Agreement (Milliken C-1)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Bankers Commercial Corporation
                                            445 South Figueroa Street
                                            Los Angeles, CA 90071

                                            Attention:  Bill Moore, Esq.
                                            Telecopier No.:  (213) 236-7579
                                            Telephone No.:  (213) 236-5544



                                       22
<PAGE>




                                       BANKERS COMMERCIAL CORPORATION,
                                       as Owner Participant under the
                                       Participation Agreement (Kintigh C-2)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Bankers Commercial Corporation
                                            445 South Figueroa Street
                                            Los Angeles, CA 90071

                                            Attention:  Bill Moore, Esq.
                                            Telecopier No.:  (213) 236-7579
                                            Telephone No.:  (213) 236-5544

                                       BANKERS COMMERCIAL CORPORATION,
                                       as Owner Participant under the
                                       Participation Agreement (Milliken C-2)


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Bankers Commercial Corporation
                                            445 South Figueroa Street
                                            Los Angeles, CA 90071

                                            Attention:  Bill Moore, Esq.
                                            Telecopier No.:  (213) 236-7579
                                            Telephone No.:  (213) 236-5544



                                       23
<PAGE>




                                       BANKERS TRUST COMPANY,
                                       as Depositary Agent


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Bankers Trust Company
                                            4 Albany Street - 4th Floor
                                            New York, NY 10006

                                            Attention:  Richard L. Buckwalter
                                            Telecopier No.:  (212) 250-6725
                                            Telephone No.:  (212) 250-8869




                                       24
<PAGE>




                                       BANKERS TRUST COMPANY,
                                       as the Indenture Trustee


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Bankers Trust Company
                                            4 Albany Street - 4th Floor
                                            New York, NY 10006

                                            Attention:  Richard L. Buckwalter
                                            Telecopier No.:  (212) 250-6725
                                            Telephone No.:  (212) 250-8869




                                       25
<PAGE>




                                       BANKERS TRUST COMPANY,
                                       as the Pass Through Trustee


                                       By:________________________________
                                       Name:
                                       Title:


                                            Address for Notices:

                                            Bankers Trust Company
                                            4 Albany Street - 4th Floor
                                            New York, NY 10006

                                            Attention:  Richard L. Buckwalter
                                            Telecopier No.:  (212) 250-6725
                                            Telephone No.:  (212) 250-8869




                                       26
<PAGE>




                                       AES SOMERSET, L.L.C.


                                       By:________________________________
                                       Name:  John Ruggirello
                                       Title:


                                            Address for Notices:

                                            AES Somerset, L.L.C.
                                            1001 North 19th Street
                                            Suite 2000
                                            Arlington, VA 22209

                                            Attention: William Luraschi
                                            Telecopier No.:  (703) 528-4510
                                            Telephone No.:  (703) 522-1315



                                       27
<PAGE>




                                       AES CAYUGA, L.L.C.


                                       By:________________________________
                                       Name:  John Ruggirello
                                       Title:


                                            Address for Notices:

                                            AES Cayuga, L.L.C.
                                            1001 North 19th Street
                                            Suite 2000
                                            Arlington, VA 22209

                                            Attention: William Luraschi
                                            Telecopier No.:  (703) 528-4510
                                            Telephone No.:  (703) 522-1315





                                       28
<PAGE>




                                       AES WESTOVER, L.L.C.


                                       By:________________________________
                                       Name:  John Ruggirello
                                       Title:


                                            Address for Notices:

                                            AES Westover, L.L.C.
                                            1001 North 19th Street
                                            Suite 2000
                                            Arlington, VA 22209

                                            Attention: William Luraschi
                                            Telecopier No.:  (703) 528-4510
                                            Telephone No.:  (703) 522-1315





                                       29
<PAGE>




                                       AES GREENIDGE, L.L.C.


                                       By:________________________________
                                       Name:  John Ruggirello
                                       Title:


                                            Address for Notices:

                                            AES Greenidge, L.L.C.
                                            1001 North 19th Street
                                            Suite 2000
                                            Arlington, VA 22209

                                            Attention: William Luraschi
                                            Telecopier No.:  (703) 528-4510
                                            Telephone No.:  (703) 522-1315




                                       30
<PAGE>


                                    Pursuant to Section 6 (d) of that certain
                                    Consent to Assignment, dated May 6, 1999,
                                    by AEE Eastern Energy L.P. and AES NY3,
                                    L.L.C. and accepted by CIBC, Inc. as
                                    Secured Party (as defined therein) and
                                    Somerset Railroad Corporation, consented
                                    to by:


                                    CIBC, INC., as Secured Party and Bank
                                    (as defined in such Consent to Assignment)



                                    By:________________________________
                                    Name:
                                    Title:
                                    Dated:





                                       31
<PAGE>


                                   Pursuant to Section 10.06 of the Working
                                   Capital Facility, acknowledged and agreed by:

                                   COBANK, ACB, as Bank (as defined
                                   in the Working Capital Facility)



                                   By:____________________________
                                   Name:
                                   Title:
                                   Date:




                                       32