Attached in Word, 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.

* 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.doc
 - 265273.doc
 - 265275.doc
 - 265278.doc
 - 265279.doc
 - 266137.doc
 - 266143.doc
 - 266163.doc
 - 266279.doc
 - 266755.doc
 - 266950.doc
 - 267037.doc
 - 267271.doc
 - 268099.doc