Hawaii II 125-0 Facility Agreement

Attached, in Word and Word Perfect, is the revised Hawaii II 125-0 Facility
Agreement. We will have a conference call on this document tonight at 7:30
p.m. cst. The call in information is as follows:

Dial In: 1-888-422-7105
Host Code: 727023

I am in the process of making corresponding changes to the Hawaii I 125-0
Facility Agreement.

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

- 265273.wpd
- 265273.doc