Final Transaction Documents - Hawaii II (WordPerfect)

Attached in WordPerfect, at long last, are the final transaction
documents for Hawaii II. These documents are marked to show minor,
clean up changes from the documents that were last circulated on the
closing date, November 20. These changes are largely clean up in
nature. Additionally, the Form of Swap Confirmation and waterfall in
the Trust Agreement were revised to cap the amount of money to be
swapped up to Enron Corp on payment dates other than the Final
Distribution Date, such that any amounts received by the Trust in excess
of an amount necessary to pay interest will be used to pay current yield
to the Certificate Hoder, and the remainder will be retained in the
Collection Account. This change will only have any impact if the asset
is generating cash flow in excess of the amount due as interest on the
Notes.

Final closing binders will be distributed later this week.

The documents are identified as follows:

* Trust Agmt (265272)
* RADA (265275)
* Subscription Documents (265278)
* Facility Agreement (265273)
* Ex G1- TRS Confirm (268099)
* Ex G2 - Schedule (Permitted Swap Party) (265279)
* Ex G3 - Schedule (Enron) (266279)
* Ex H - Transfer and Auction Agmt (266163)
* Ex I, Part A - Amended and Restated LLC Agmt (266143)
* Ex I, Part B - Amended and Restated LLC Transferor (266137)
* Omnibus Amendment - McGarret A (266755)
* Omnibus Amendment - McGarret C (266950)
* Omnibus Amendment - McGarret D (267037)
* Omnibus Amendment - Danno B (267271)

Muriel C. McFarling
Andrews & Kurth L.L.P.
1717 Main Street, Suite 3700
Dallas, TX 75201
(214) 659-4461 (direct line)
(214) 659-4784 (direct fax)

- 265272.wpd
- 265273.wpd
- 265275.wpd
- 265278.wpd
- 265279.wpd
- 266137.wpd
- 266143.wpd
- 268099.wpd
- 267271.wpd
- 267037.wpd
- 266950.wpd
- 266755.wpd
- 266279.wpd
- 266163.wpd