GENERAL TERMS AND CONDITIONS
                                  (Continued)
   
   
                      If such payment on account or a payment security is
                      not received within such ten (10) Day suspension
                      period, then Seller shall no longer be obligated to
                      continue to provide service to such Customer.
   
            Seller shall not be required to commence service, or subject to
            the following provisions, to continue to provide service and
            may terminate a Service Agreement with any Customer under Rate
            Schedule FS having a term of more than one year if Customer, or
            its guarantor, fails to maintain a long-term debt rating issued
            by either Moodys Investors Service, or Standard and Poors
            Corporation, or Customers, or its guarantors, long-term debt
            rating issued by Moodys Investors Service or Standard and
            Poors Corporation falls below a rating of at least Baa3
            according to Moodys Investors Service or BBB- according to
            Standard & Poors Corporation; provided, however, that any such
            Customer that is receiving service shall continue to receive
            service for a period of three (3) Months during which Customer
            shall have the ability to:
   
            (1)   attain minimum long-term debt ratings as described above;
                  or
   
            (2)   secure a guarantee by a person with a minimum long-term
                  debt rating as described above, provided further, if
                  Customer should fail to meet the requirements set forth
                  within the three (3) Month period, Seller shall have the
                  right to market the capacity underlying the Service
                  Agreement(s) in question to other Customers meeting the
                  requirements as set forth herein.
   
      11.6  Interpretation of Laws.  Any Agreement shall be interpreted,
            performed and enforced in accordance with the laws of the State
            of Michigan.
   
      11.7  Regulations.  Any Agreement, and all terms and provisions herein,
            and the respective obligations of the parties thereunder are
            subject to valid laws, orders, rules and regulations of duly
            constituted authorities having jurisdiction.