PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ,
 I've looked into whether we can terminate our Val Verde interconnect 
agreement with Burlington, and have determined we may do so only if we take 
the following steps:

1.  Terminate the OBA by giving 30 days notice to Burlington.  Paragraph 13 
of the 6/1/94 OBA with Burlington (as successor in interest to Meridian) 
provides that either party may terminate the OBA "at the end of the primary 
term, or thereafter by providing thirty (30) days prior written notice" to 
Burlington.  (The one-month primary term ended June 30, 1994 and has since 
gone month-to-month.)

2.  On the effective termination date of the OBA, terminate the interconnect 
agreement by giving 30 days notice to Burlington.    The 12/31/92 
Interconnect Point Operating Agreement, Paragraph 6, provides that either 
party may terminate on 180 prior notice after expiration of the primary 
term.  This is of limited use to us since the primary term does not expire 
until 12/31/02.  However, the paragraph also provides that the agreement "may 
be terminated by either party upon thirty (30) days prior written notice in 
the event the OBA between the parties is terminated."

As we've already discussed, termination of the agreement is an extreme 
measure from a customer relations standpoint and we probably need to weigh 
our other options first.  Let me know if you have further questions.
lorraine.lindberg@enron.com, michelle.lokay@enron.com