GENERAL TERMS AND CONDITIONS
                                  (Continued)
   
                  similar instrument which it has executed or may hereafter
                  execute covering substantially all of its properties.
                  Otherwise, except as provided in Section 7 of Rate
                  Schedule FS neither party shall assign its Service
                  Agreement(s) or any of its rights thereunder unless it
                  first shall have obtained the consent thereto in writing
                  of the other party.
   
            11.5  Creditworthiness.  Seller shall not be required to
                  commence service or, subject to the following provisions,
                  to continue to provide service and may terminate a
                  Agreement with any Customer under Rate Schedule FS with a
                  primary term of one year or less and Service Agreements
                  under Rate Schedule IS, if:
   
                  (1)   Customer is or has become insolvent;
   
                  (2)   Customer has applied for bankruptcy under Chapter
                        11 of the Bankruptcy Code, or which is subject to
                        similar proceedings under State or Federal law; or
   
                  (3)   Customer, when requested by Seller to demonstrate
                        creditworthiness, fails to do so in Seller's
                        reasonable judgment, in light of previous payment
                        experience and changes thereto and the prudent
                        credit analysis of information available; provided,
                        however, that any such Customer that is receiving
                        service shall continue to receive service for a
                        period of fifteen (15) Days after written notice by
                        Seller of any such circumstance, and shall continue
                        thereafter to receive service if, within such
                        fifteen (15) Day notice period, such Customer:
   
                        (i)   deposits with Seller and maintains, on
                              account, an amount which would be due for
                              three (3) Months service at the full contract
                              quantities set forth in the Service
                              Agreement; or
   
                        (ii)  furnishes good and sufficient security, which
                              may include an acceptable standby letter of
                              credit, or monthly prepayment agreement or
                              other security as reasonably determined by