Hawaii II 125-0 Facility

Attached, in Word Perfect, are the initial drafts of the closing documents
necessary for the new Hawaii II 125-0 two year facility. The documents are
marked against the original Hawaii 125-0 facility entered into in March of
this year.

Please note that it is the intention of Enron to roll over all of the
tranches in the current Hawaii facility into this two year facility on the
closing date. Accordingly, we have utilized the existing trust and merely
amended and restated the trust agreement (renaming the trust Hawaii II
125-0). Because we are utilizing the same trust, I believe that we can roll
over the existing tranches with minimal paperwork - perhaps one omnibus
amendment for each series, setting forth the appropriate references to the
new Nov 15 documents.

I will send Hawaii I 125-0 Facility documents, marked against the Hawaii
II125-0 Facility documents on or before Monday morning.

The attached documents are identified as follows:

Closing Checklist (266026)
Second Amended and Restated Trust Agmt (265272)
RADA (265275)
Beneficial Interest Certificate (265276)
Distribution Agreement (265277)
Subscription Agreement (265278)
Facility Agreement (265273)
Form of Sale and Auction Agmt (266163)
Form of Amended/Restated LLC of Asset LLC (266143)
Form of Amended/Restated LLC of Transferor (266137) and
Schedule to ISDA Master Agmt (265279)

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

- 266163.wpd
- 265273.wpd
- 265275.wpd
- 265276.wpd
- 265277.wpd
- 265278.wpd
- 265279.wpd
- 266026.wpd
- 266137.wpd
- 266143.wpd
- 265272.wpd