Final Transaction Documents - Hawaii I (WordPerfect)

Attached in WordPerfect, at long last, are the final transaction
documents for Hawaii I. 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 Agreement (266236)
RADA (266238)
Facility Agreement (266253)
Ex G1 - TRS Confirm (268741)
Ex G2 - Schedule (Permitted Swap Party) (268744)
Ex G3 - Schedule (Enron) (268748)
Ex H - Transfer & Auction Agmt (266256)
Ex I, Part A - Asset LLC Agmt (266270)
Ex I, Part B - Transferor LLC Agmt (266276)

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)

- 266236.wpd
- 266238.wpd
- 266253.wpd
- 266256.wpd
- 266270.wpd
- 266276.wpd
- 268741.wpd
- 268744.wpd
- 268748.wpd