Attached is the Facility Agreement for Hawaii II marked against the version 
we discussed this morning.  Please call Muriel McFarling at (214) 659-4461 
when we have final sign off and I will e-mail you a clean copy at that time.

Chris Krecek, Secretary/Legal Assistant
Andrews & Kurth L.L.P.
1717 Main Street, Suite 3700
Dallas, Texas 75201
Phone: (214) 659-4481
Fax: (214) 659-4401
Email: ckrecek@andrews-kurth.com

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 - 265273.wpd
 - 265273.doc