<PAGE>
 
                                                                  EXHIBIT 4 (hh)


                            TEXAS UTILITIES COMPANY

                             OFFICER'S CERTIFICATE


         Robert S. Shapard, the Treasurer of Texas Utilities Company (the
"Company"), pursuant to the authority granted in the Board Resolutions of the
Company dated August 14 and August 15, 1997, and Sections 201, 301 1501 and 1502
of the Indenture defined herein, does hereby certify to The Bank of New York
(the "Trustee"), as Trustee under the Indenture of the Company (For Unsecured
Debt Securities Series C) dated as of January 1, 1998 (the "Indenture") that:

1.       The securities of the first series to be issued under the Indenture
         shall be designated "6.375% Series C Senior Notes due 2008" (the
         "Senior Notes of the First Series"). The securities of the second
         series to be issued under the Indenture shall be designated "6.375%
         Series C Exchange Senior Notes due 2008" (the "Senior Notes of the
         Second Series," and together with the Senior Notes of the First Series,
         the "Senior Notes of the First and Second Series"). (The term "Senior
         Notes of the First or Second Series" shall refer to either Senior Notes
         of the First Series or Senior Notes of the Second Series, except as
         otherwise noted.) All capitalized terms used in this certificate which
         are not defined herein but are defined in the Indenture shall have the
         meanings set forth in the Indenture;

2.       The Senior Notes of the First and Second Series shall be limited in
         aggregate principal amount to $200,000,000 at any time Outstanding,
         except as contemplated in Section 301(b) of the Indenture;

3.       The Senior Notes of the First and Second Series shall mature and the
         principal shall be due and payable together with all accrued and unpaid
         interest thereon on January 1, 2008;

4.       The Senior Notes of the First and Second Series shall be issued in the
         denominations of $5,000 and in integral multiples of $1,000 in excess
         thereof.

5.       The Senior Notes of the First and Second Series shall bear interest at
         the rate of 6.375% per annum payable semi-annually on January 1 and
         July 1 of each year (each, an "Interest Payment Date"). Interest on the
         Senior Notes of the First Series will accrue from January 13, 1998, but
         if interest has been paid on such Senior Notes of the First Series,
         then from the most recent Interest Payment Date to which interest has
         been paid or duly provided for. Interest on the Senior Notes of the
         Second Series will accrue from the most recent Interest Payment Date to
         which interest has been paid on or duly provided for with respect to
         the Senior Notes of the First Series, or if no such interest has been
         paid or duly provided for, from January 13, 1998, but if interest has
         been paid on or duly provided for with respect to such Senior Notes of
         the Second Series, then from the most recent Interest Payment Date to
         which interest has been paid or duly provided for. In the event that
         any Interest Payment Date is not a Business Day, then payment of
         interest payable on such date will be made on the next succeeding day
         which is a
<PAGE>
 
         Business Day (and without any interest or other payment in respect of
         such delay), with the same force and effect as if made on such Interest
         Payment Date;

6.       Each installment of interest on a Senior Note of the First or Second
         Series shall be payable to the Person in whose name such Senior Note of
         the First or Second Series is registered at the close of business on
         the 15th day of the calendar month next preceding the corresponding
         Interest Payment Date (the "Regular Record Date") for the Senior Notes
         of the First or Second Series. Any installment of interest on the
         Senior Notes of the First or Second Series not punctually paid or duly
         provided for shall forthwith cease to be payable to the Holders of such
         Senior Notes of the First or Second Series on such Regular Record Date,
         and may be paid to the Persons in whose name such Senior Notes of the
         First or Second Series are registered at the close of business on a
         Special Record Date to be fixed by the Trustee for the payment of such
         Defaulted Interest. Notice of such Defaulted Interest and Special
         Record Date shall be given to the Holders of such Senior Notes of the
         First or Second Series not less than 10 days prior to such Special
         Record Date, or may be paid at any time in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such Senior Notes of the First or Second Series may be listed, and upon
         such notice as may be required by such exchange, all as more fully
         provided in the Indenture;

7.       The principal and each installment of interest on the Senior Notes of
         the First and Second Series shall be payable at, and registration and
         registration of transfers and exchanges in respect of the Senior Notes
         of the First and Second Series may be effected at, the office or agency
         of the Company in The City of New York; provided that payment of
         interest may be made at the option of the Company by check mailed to
         the address of the persons entitled thereto. Notices and demands to or
         upon the Company in respect of the Senior Notes of the First and Second
         Series may be served at the office or agency of the Company in The City
         of New York. The Corporate Trust Office of the Trustee will initially
         be the agency of the Company for such payment, registration and
         registration of transfers and exchanges and service of notices and
         demands and the Company hereby appoints the Trustee as its agent for
         all such purposes; provided, however, that the Company reserves the
         right to change, by one or more Officer's Certificates, any such office
         or agency and such agent. The Trustee will be the Security Registrar
         and the Paying Agent for the Senior Notes of the First and Second
         Series;

8.       The Senior Notes of the First Series will not be redeemable prior to
         maturity; the Senior Notes of the Second Series will not be redeemable
         prior to maturity;

9.       The Senior Notes of the First Series will be initially issued pursuant
         to Section 4(2) of the Securities Act of 1933, as amended (the
         "Securities Act"), in global form registered in the name of Cede & Co.
         (as nominee for The Depository Trust Company ("DTC"), New York, New
         York). The Senior Notes of the First Series in global form shall bear
         the depository legend in substantially the form set forth in Exhibit A
         hereto. The Senior Notes of the First Series shall contain restrictions
         on transfer, substantially as described in the form set forth in
         Exhibit A hereto. Each Senior Note of the First Series, whether in a
         global form or in a certificated form, shall bear the non-registration
         legend and the registration rights legend in substantially the form set
         forth in such form, unless otherwise agreed by the Company, such
         agreement to be confirmed in writing to the Trustee. Nothing in the
         Indenture, the Senior

                                      -2-
<PAGE>
 
         Notes of the First Series or this certificate shall be construed to
         require the Company to register any Senior Notes of the First Series
         under the Securities Act, unless otherwise expressly agreed by the
         Company, confirmed in writing to the Trustee, or to make any transfer
         of such Senior Notes of the First Series in violation of applicable
         law. The Company will enter into a registration rights agreement with
         the initial purchasers of the Senior Notes of the First Series pursuant
         to which, among other things, the Senior Notes of the First Series may
         be exchanged for Senior Notes of the Second Series registered under the
         Securities Act.

10.      It is contemplated that beneficial interests in Senior Notes of the
         First Series owned by qualified institutional buyers (as defined in
         Rule 144A under the Securities Act)("QIBs") or sold to QIBs in reliance
         upon Rule 144A under the Securities Act will be represented by a global
         certificate registered in the name of Cede & Co., as registered owner
         and as nominee for DTC; beneficial interests in Senior Notes of the
         First Series sold to foreign purchasers pursuant to Regulation S under
         the Securities Act will be evidenced by one or more separate global
         certificates (each the "Regulation S Global Certificate") and will be
         registered in the name of Cede & Co., as registered owner and as
         nominee for DTC for the accounts of Euroclear and Cedel Bank; prior to
         the 40th day after the date of initial issuance of the Senior Notes of
         the First Series, beneficial interests in the Regulation S Global
         Certificate may be held only through Euroclear or Cedel Bank; Senior
         Notes of the First Series acquired by Institutional Accredited
         Investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the
         Securities Act) ("IAIs") and other eligible transferees, who are not
         QIBs and who are not foreign purchasers pursuant to Regulation S under
         the Securities Act, will be in certificated form. The Trustee, the
         Security Registrar and the Company will have no responsibility under
         the Indenture for transfers of beneficial interests in the Senior Notes
         of the First and Second Series.

         In connection with any transfer of Senior Notes of the First Series,
         the Trustee, the Security Registrar and the Company shall be under no
         duty to inquire into, may conclusively presume the correctness of, and
         shall be fully protected in relying upon the certificates and other
         information (in the forms attached hereto as Exhibit A, for use in
         connection with the transfer of the Senior Notes of the First Series in
         certificated form, or Exhibit C, for use in connection with the
         transfer of beneficial interests in one global certificate to another
         global certificate or to a Senior Note of the First Series in
         certificated form, or otherwise) received from the Holders and any
         transferees of any Senior Notes of the First Series regarding the
         validity, legality and due authorization of any such transfer, the
         eligibility of the transferee to receive such Security and any other
         facts and circumstances related to such transfer;

11.      No service charge shall be made for the registration of transfer or
         exchange of the Senior Notes of the First and Second Series; provided,
         however, that the Company may require payment of a sum sufficient to
         cover any tax or other governmental charge that may be imposed in
         connection with the exchange or transfer;

12.      If the Company shall make any deposit of money and/or Eligible
         Obligations with respect to any Senior Notes of the First or Second
         Series, or any portion of the principal amount thereof, as contemplated
         by Section 701 of the Indenture, the Company shall not deliver an
         Officer's Certificate described in clause (z) in the first paragraph of
         said Section 701 unless the Company shall also deliver to the Trustee,
         together with such Officer's Certificate, either:

                                      -3-
<PAGE>
 
                  (A) an instrument wherein the Company, notwithstanding the
         satisfaction and discharge of its indebtedness in respect of the Senior
         Notes of the First or Second Series, shall assume the obligation (which
         shall be absolute and unconditional) to irrevocably deposit with the
         Trustee or Paying Agent such additional sums of money, if any, or
         additional Eligible Obligations (meeting the requirements of Section
         701), if any, or any combination thereof, at such time or times, as
         shall be necessary, together with the money and/or Eligible Obligations
         theretofore so deposited, to pay when due the principal of and premium,
         if any, and interest due and to become due on such Senior Notes of the
         First or Second Series or portions thereof, all in accordance with and
         subject to the provisions of said Section 701; provided, however, that
         such instrument may state that the obligation of the Company to make
         additional deposits as aforesaid shall be subject to the delivery to
         the Company by the Trustee of a notice asserting the deficiency
         accompanied by an opinion of an independent public accountant of
         nationally recognized standing, selected by the Trustee, showing the
         calculation thereof; or

                  (B) an Opinion of Counsel to the effect that, as a result of a
         change in law occurring after the date of this certificate, the Holders
         of such Senior Notes of the First or Second Series, or portions of the
         principal amount thereof, will not recognize income, gain or loss for
         United States federal income tax purposes as a result of the
         satisfaction and discharge of the Company's indebtedness in respect
         thereof and will be subject to United States federal income tax on the
         same amounts, at the same times and in the same manner as if such
         satisfaction and discharge had not been effected.

13.      The obligations of the Company under the Senior Notes of the First and
         Second Series and under the Indenture to the extent related to such
         series will be subject to assignment by the Company to and assumption
         by a wholly owned Subsidiary of the Company at any time, as provided in
         the form set forth in Exhibit A hereto with respect to the Senior Notes
         of the First Series, and in the form set forth in Exhibit B hereto in
         the respect to the Senior Notes of the Second Series.

         In the event that such Subsidiary assumes the obligations under the
         Senior Notes of the First and Second Series, the Company will
         unconditionally guarantee payment of the Senior Notes of the First and
         Second Series and will execute a guarantee in form and substance
         satisfactory to the Trustee. Pursuant to the guarantee, the Company
         will fully and unconditionally guarantee the payment of the obligations
         of such assuming Subsidiary under the Senior Notes of the First and
         Second Series and under the Indenture, including, without limitation,
         payment, as and when due, of the principal of, premium, if any, and
         interest on, the Senior Notes of the First and Second Series. Other
         than the obligation to make such payments, the Company will be released
         and discharged from all of its other obligations under the Indenture.
         The foregoing assignment and assumption shall be in compliance with
         applicable law including the Securities Act.

                                      -4-
<PAGE>
 
14.      The Senior Notes of the First Series shall have such other terms and
         provisions as are provided in the form set forth in Exhibit A hereto,
         and shall be issued in substantially such form; the Senior Notes of the
         Second Series shall have such other terms and provisions as are
         provided in the form set forth in Exhibit B hereto, and shall be issued
         in substantially such form.

15.      The undersigned has read all of the covenants and conditions contained
         in the Indenture relating to the issuance of the Senior Notes of the
         First and Second Series and the definitions in the Indenture relating
         thereto and in respect of which this certificate is made;

16.      The statements contained in this certificate are based upon the
         familiarity of the undersigned with the Indenture, the documents
         accompanying this certificate, and upon discussions by the undersigned
         with officers and employees of the Company familiar with the matters
         set forth herein;

17.      In the opinion of the undersigned, he has made such examination or
         investigation as is necessary to enable him to express an informed
         opinion whether or not such covenants and conditions have been complied
         with; and

18.      In the opinion of the undersigned, such conditions and covenants and
         conditions precedent, if any (including any covenants compliance with
         which constitutes a condition precedent) to the authentication and
         delivery of the Senior Notes of the First and Second Series requested
         in the accompanying Company Order have been complied with.

         IN WITNESS WHEREOF, I have executed this Officer's Certificate this
13th day of January, 1998.



                                                /s/ Robert S. Shapard
                                        ------------------------------------
                                                        Treasurer

                                      -5-
<PAGE>
 
                                                                       EXHIBIT A
                              [depository legend]

         Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                           [non-registration legend]


"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE COMPANY, (2) IN A
TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
SECURITY), (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE
TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), OR
(5) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION, AND A CERTIFICATE IN THE FORM ATTACHED TO THIS SECURITY IS
DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES IT
WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF
THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
OR (2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS
SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S.
PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF,
<PAGE>
 
OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (o)(2) OF RULE 902
UNDER, REGULATION S UNDER THE SECURITIES ACT."

                         [registration rights legend]

         The Holder of this Security, by acceptance hereof, will be deemed to
have agreed to be bound by the provisions of the Registration Rights Agreement
dated January 13, 1998, between the Company and the initial purchasers of this
Security.
NO._______________                                      CUSIP NO.__________



                         [FORM OF FACE OF SENIOR NOTE]


                            TEXAS UTILITIES COMPANY

                     6.375% SERIES C SENIOR NOTES DUE 2008

         TEXAS UTILITIES COMPANY, a corporation duly organized and existing
under the laws of the State of Texas (herein referred to as the "Company", which
term includes any successor Person under the Indenture), for value received,
hereby promises to pay to

or registered assigns, the principal sum of ____________________ Dollars on
January 1, 2008, and to pay interest on said principal sum semi-annually on
January 1 and July 1 of each year (each an Interest Payment Date) at the rate of
6.375% per annum until the principal hereof is paid or made available for
payment. Interest on the Securities of this series will accrue from January 13,
1998, to the first Interest Payment Date, and thereafter will accrue from the
last Interest Payment Date to which interest has been paid or duly provided for.
In the event that any Interest Payment Date is not a Business Day, then payment
of interest payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of such
delay) with the same force and effect as if made on the Interest Payment Date.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the 15th day of the calendar month next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture referred to on the reverse hereof.

                  Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in The City of New York, the State of New York in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, provided, however, that, at the
option of the

                                      A-2
<PAGE>
 
Company, interest on this Security may be paid by check mailed to the address of
the person entitled thereto, as such address shall appear on the Security
Register.

                                      A-3
<PAGE>
 
                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

                                           TEXAS UTILITIES COMPANY

                                           By:______________________________


ATTEST:

----------------------------

                    [FORM OF CERTIFICATE OF AUTHENTICATION]

                         CERTIFICATE OF AUTHENTICATION

Dated:

                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                           THE BANK OF NEW YORK, as Trustee

                                           By:______________________________
                                                    Authorized Signatory


                                      A-4
<PAGE>
 
                       [FORM OF REVERSE OF SENIOR NOTE]


                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture (for Unsecured Debt Securities Series C),
dated as of January 1, 1998 (herein, together with any amendments thereto,
called the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture, including the Board
Resolutions and Officer's Certificate filed with the Trustee on January 13, 1998
creating the series designated on the face hereof, for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $200,000,000.

REDEMPTION

                  The Securities of this series will not be redeemable prior to
maturity.

                  The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Security upon compliance with certain
conditions set forth in the Indenture.

                  If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of all series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

                  As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of a majority in aggregate principal
amount of the Securities of all series at the time Outstanding in respect of
which an Event of Default shall have occurred and be continuing shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of Securities of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any

                                      A-5
<PAGE>
 
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

                  The Securities of this series are issuable only in registered
form without coupons in denominations of $5,000 and in integral multiples of
$1,000 in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
and of authorized denominations, as requested by the Holder surrendering the
same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
absolute owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

                  Unless an Event of Default, or an event which, after notice or
lapse of time or both, would become an Event of Default, shall have occurred and
be continuing, the obligations of the Company under the Securities of this
series and the Indenture to the extent related to such series may be assigned by
the Company to, and be assumed in whole, on a full recourse basis, by a wholly
owned Subsidiary of the Company at any time; provided, however, that such
assumption shall be subject to, and permitted only upon the fulfillment and
satisfaction of, the following terms and conditions: (a) an assumption agreement
and a supplemental indenture to the Indenture evidencing such assumption shall
be in substance and form reasonably satisfactory to the Trustee and shall, inter
alia, include modifications and amendments to the Indenture making the
obligations under the Securities of this series and under the Indenture to the
extent related to such series primary obligations of such Subsidiary,
substituting such Subsidiary of the Company for the Company in the form of the
Securities of this series and in provisions of the Indenture to the extent
related to such series and releasing and discharging the Company from its
obligations under the Securities of this series and the Indenture to the extent
related to such series; and (b) the Trustee shall have received (i) an executed
counterpart of such assumption agreement and supplemental indenture; (ii)
evidence satisfactory to the Trustee and the Company that all necessary
authorizations, consents, orders, approvals, waivers, filings and declarations
of or with, Federal, state, county, municipal, regional or other governmental
authorities, agencies or boards (collectively, "Governmental Actions") relating
to such assumption have been duly obtained and are in full force and effect,
(iii) evidence satisfactory to the Trustee that any security interest intended
to be created by the Indenture is not in any material way adversely affected or
impaired by any of the agreements or transactions relating to such assumption
and (iv) an Opinion of Counsel for such Subsidiary, reasonably satisfactory in
substance, scope and form to the Trustee and the Company, to the effect that (A)
the supplemental indenture evidencing such assumption has been duly authorized,
executed and delivered by such Subsidiary, (B) the execution and delivery by
such Subsidiary of such supplemental indenture and the consummation of the
transactions contemplated thereby do not contravene any provision of law or any
governmental rule applicable to such Subsidiary or any provision of such
Subsidiary's charter documents or by-laws and do not contravene any provision
of, or constitute a default under, or result in the creation or imposition of
any lien upon any of such Subsidiary's properties or assets under any indenture,
mortgage, contract or other agreement to which such Subsidiary is a party or by
which such Subsidiary or any of its properties may be bound or

                                      A-6
<PAGE>
 
affected, (C) all necessary Governmental Actions relating to such assumption
have been duly obtained and are in full force and effect and (D) such agreement
and supplemental indenture constitute the legal, valid and binding obligations
of such Subsidiary, enforceable in accordance with their respective terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws at the time in
effect affecting the rights of creditors generally.

                  At the time of such assumption the Company will
unconditionally guarantee payment of the Securities of this series and will
execute a guarantee in form and substance satisfactory to the Trustee. Pursuant
to the guarantee, the Company will fully and unconditionally guarantee the
payment of the obligations of such assuming Subsidiary under the Securities of
this series and under the Indenture, including, without limitation, payment, as
and when due, of the principal of, premium, if any, and interest on, the
Securities of this series. Other than the obligation to make such payments, the
Company shall be released and discharged from all other obligations under the
Indenture.

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                                      A-7
<PAGE>
 
                           [CERTIFICATE OF TRANSFER]

                     6.375% SERIES C SENIOR NOTES DUE 2008

     FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
----------------------------------------

----------------------------------------

                    ----------------------------------------------------------- 
                    Name and address of assignee must be printed or typewritten.


--------------------------------------------------------------------------------
the within Security of the Company and does hereby irrevocable constitute and
appoint


--------------------------------------------------------------------------------
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.

The undersigned certifies that said Security is being resold, pledged or
otherwise transferred as follows: (check one)

|_|      to the Company;

|_|      to a Person whom the undersigned reasonably believes is a qualified
         institutional buyer within the meaning of Rule 144A under the
         Securities Act of 1933, as amended (the "Securities Act") purchasing
         for its own account or for the account of a qualified institutional
         buyer to whom notice is given that the resale, pledge or other transfer
         is being made in reliance on Rule 144A;

|_|      in an offshore transaction in accordance with Rule 904 of Regulation S
         under the Securities Act;

|_|      to an institution that is an "accredited investor" as defined in Rule
         501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring
         this Security for investment purposes and not for distribution; (attach
         a copy of an Accredited Investor Certificate in the form annexed signed
         by an authorized officer of the transferee)

|_|      as otherwise permitted by the non-registration legend appearing on this
         Security; or

|_|      as otherwise agreed by the Company, confirmed in writing to the
         Trustee, as follows: [describe]


         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

Dated:
        ---------------------------------        -------------------------------

                                      A-8
<PAGE>
 
                   [FORM OF ACCREDITED INVESTOR CERTIFICATE]


[Transferor Name and Address]


Ladies and Gentlemen:

  In connection with our proposed purchase of 6.375% Series C Senior Notes due
2008 (the "Senior Notes") issued by Texas Utilities Company ("Issuer"), we
confirm that:


                  1. We have received a copy of the Offering Memorandum (the
         "Offering Memorandum") relating to the Senior Notes and such other
         information as we deem necessary in order to make our investment
         decision. We acknowledge that we have read and agree to the matters
         stated under the caption NOTICE TO INVESTORS in such Offering
         Memorandum, and the restrictions on duplication or circulation of, or
         disclosure relating to, such Offering Memorandum.

                  2. We understand that any subsequent transfer of the Senior
         Notes is subject to certain restrictions and conditions set forth in
         the Indenture relating to Senior Notes (the "Indenture") and that any
         subsequent transfer of the Senior Notes is subject to certain
         restrictions and conditions set forth under NOTICE TO INVESTORS in the
         Offering Memorandum and the undersigned agrees to be bound by, and not
         to resell, pledge or otherwise transfer the Senior Notes except in
         compliance with such restrictions and conditions and the Securities Act
         of 1933, as amended ("Securities Act").

                  3. We understand that the offer and sale of the Senior Notes
         have not been registered under the Securities Act, and that the Senior
         Notes may not be offered or sold except as permitted in the following
         sentence. We agree, on our own behalf and on behalf of any accounts for
         which we are acting as hereinafter stated, that if we sell any Senior
         Notes, we will do so only (A) to the Company, (B) in accordance with
         Rule 144A under the Securities Act to a "qualified institutional buyer"
         (as defined therein), (C) to an institutional "accredited investor" (as
         defined below) that, prior to such transfer, furnishes to the Trustee
         (as defined in the Indenture) a signed letter containing certain
         representations and agreements relating to the restrictions on transfer
         of the Senior Notes (substantially in the form of this letter) and, if
         such transfer is in respect of an aggregate principal amount of Senior
         Notes at the time of transfer of less than $100,000, an opinion of
         counsel acceptable to the Issuer that such transfer is in compliance
         with the Securities Act, (D) outside the United States in accordance
         with Rule 904 of Regulation S under the Securities Act, (E) pursuant to
         the exemption from registration provided by Rule 144 under the
         Securities Act (if available), or (F) pursuant to an effective
         registration statement under the Securities Act, and we further agree
         to provide to any person purchasing any of the Senior Notes from us a
         notice advising such purchaser that resales of the Senior Notes are
         restricted as stated herein.

                  4. We understand that, on any proposed resale of any Senior
         Notes, we will be required to furnish to the Trustee and Issuer such
         certifications, legal opinions and other information as the Trustee and
         Issuer may reasonably require to confirm that the proposed sale
         complies with the foregoing restrictions. We further understand that
         the Senior Notes purchased by us will bear a legend to the foregoing
         effect.

                                      A-9
<PAGE>
 
                  5. We are an institutional "accredited investor" (as defined
         in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
         Act) and have such knowledge and experience in financial and business
         matters as to be capable of evaluating the merits and risks of our
         investment in the Senior Notes, and we and any accounts for which are
         acting are each able to bear the economic risk of our or its
         investment.

                  6. We are acquiring the Senior Notes purchased by us for our
         own account or for one or more accounts (each of which is an
         institutional "accredited investor") as to each of which we exercise
         sole investment discretion.

         You, the Issuer and the Trustee are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.
                                                 Very truly yours,


                                                 By:
                                                    ----------------------------
                                                    Name:
                                                    Title:

                                     A-10
<PAGE>
 
                                                                       EXHIBIT B

                              [depository legend]

         [Unless this Certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Company
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]


NO.                                                      CUSIP NO.
   ---------------                                                --------------



                    [FORM OF FACE OF EXCHANGE SENIOR NOTE]


                            TEXAS UTILITIES COMPANY

                6.375% SERIES C EXCHANGE SENIOR NOTES DUE 2008

         TEXAS UTILITIES COMPANY, a corporation duly organized and existing
under the laws of the State of Texas (herein referred to as the "Company", which
term includes any successor Person under the Indenture), for value received,
hereby promises to pay to

or registered assigns, the principal sum of ____________________ Dollars on
January 1, 2008, and to pay interest on said principal sum semi-annually on
January 1 and July 1 of each year (each an Interest Payment Date) at the rate of
6.375% per annum until the principal hereof is paid or made available for
payment. Interest on the Securities of this series will accrue from
________________, to the first Interest Payment Date, and thereafter will accrue
from the last Interest Payment Date to which interest has been paid or duly
provided for. In the event that any Interest Payment Date is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of such delay) with the same force and effect as if made on
the Interest Payment Date. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the 15th day of the
calendar month next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture referred to on the reverse hereof.

                  Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in The City of New York, the State of New York in such coin or
currency of the United States of America as at the time of payment

                                      B-1
<PAGE>
 
is legal tender for payment of public and private debts, provided, however,
that, at the option of the Company, interest on this Security may be paid by
check mailed to the address of the person entitled thereto, as such address
shall appear on the Security Register.

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

                                            TEXAS UTILITIES COMPANY


                                            By:
                                               ---------------------------------

ATTEST:


----------------------------


                    [FORM OF CERTIFICATE OF AUTHENTICATION]

                         CERTIFICATE OF AUTHENTICATION

Dated:

                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                            THE BANK OF NEW YORK, as Trustee


                                            By:
                                                -------------------------------
                                                   Authorized Signatory

                                      B-2
<PAGE>
 
                   [FORM OF REVERSE OF EXCHANGE SENIOR NOTE]


                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture (for Unsecured Debt Securities Series C),
dated as of January 1, 1998 (herein, together with any amendments thereto,
called the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture, including the Board
Resolutions and Officer's Certificate filed with the Trustee on January 13, 1998
creating the series designated on the face hereof, for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $200,000,000.

REDEMPTION

                  The Securities of this series will not be redeemable prior to
maturity.

                  The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Security upon compliance with certain
conditions set forth in the Indenture.

                  If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of all series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

                  As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of a majority in aggregate principal
amount of the Securities of all series at the time Outstanding in respect of
which an Event of Default shall have occurred and be continuing shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of Securities of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any

                                      B-3
<PAGE>
 
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

                  The Securities of this series are issuable only in registered
form without coupons in denominations of $5,000 and in integral multiples of
$1,000 in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
and of authorized denominations, as requested by the Holder surrendering the
same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
absolute owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

                  Unless an Event of Default, or an event which, after notice or
lapse of time or both, would become an Event of Default, shall have occurred and
be continuing, the obligations of the Company under the Securities of this
series and the Indenture to the extent related to such series may be assigned by
the Company to, and be assumed in whole, on a full recourse basis, by a wholly
owned Subsidiary of the Company at any time; provided, however, that such
assumption shall be subject to, and permitted only upon the fulfillment and
satisfaction of, the following terms and conditions: (a) an assumption agreement
and a supplemental indenture to the Indenture evidencing such assumption shall
be in substance and form reasonably satisfactory to the Trustee and shall, inter
alia, include modifications and amendments to the Indenture making the
obligations under the Securities of this series and under the Indenture to the
extent related to such series primary obligations of such Subsidiary,
substituting such Subsidiary of the Company for the Company in the form of the
Securities of this series and in provisions of the Indenture to the extent
related to such series and releasing and discharging the Company from its
obligations under the Securities of this series and the Indenture to the extent
related to such series; and (b) the Trustee shall have received (i) an executed
counterpart of such assumption agreement and supplemental indenture; (ii)
evidence satisfactory to the Trustee and the Company that all necessary
authorizations, consents, orders, approvals, waivers, filings and declarations
of or with, Federal, state, county, municipal, regional or other governmental
authorities, agencies or boards (collectively, "Governmental Actions") relating
to such assumption have been duly obtained and are in full force and effect,
(iii) evidence satisfactory to the Trustee that any security interest intended
to be created by the Indenture is not in any material way adversely affected or
impaired by any of the agreements or transactions relating to such assumption
and (iv) an Opinion of Counsel for such Subsidiary, reasonably satisfactory in
substance, scope and form to the Trustee and the Company, to the effect that (A)
the supplemental indenture evidencing such assumption has been duly authorized,
executed and delivered by such Subsidiary, (B) the execution and delivery by
such Subsidiary of such supplemental indenture and the consummation of the
transactions contemplated thereby do not contravene any provision of law or any
governmental rule applicable to such Subsidiary or any provision of such
Subsidiary's charter documents or by-laws and do not contravene any provision
of, or constitute a default under, or result in the creation or imposition of
any lien upon any of such Subsidiary's properties or assets under any indenture,
mortgage, contract or other agreement to which such Subsidiary is a party or by
which such Subsidiary or any of its properties may be bound or
<PAGE>
 
affected, (C) all necessary Governmental Actions relating to such assumption
have been duly obtained and are in full force and effect and (D) such agreement
and supplemental indenture constitute the legal, valid and binding obligations
of such Subsidiary, enforceable in accordance with their respective terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws at the time in
effect affecting the rights of creditors generally.

                  At the time of such assumption the Company will
unconditionally guarantee payment of the Securities of this series and will
execute a guarantee in form and substance satisfactory to the Trustee. Pursuant
to the guarantee, the Company will fully and unconditionally guarantee the
payment of the obligations of such assuming Subsidiary under the Securities of
this series and under the Indenture, including, without limitation, payment, as
and when due, of the principal of, premium, if any, and interest on, the
Securities of this series. Other than the obligation to make such payments, the
Company shall be released and discharged from all other obligations under the
Indenture.

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.


                                      B-5
<PAGE>
 
     FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
----------------------------------------

----------------------------------------

                 ------------------------------------------------------------
                 Name and address of assignee must be printed or typewritten.


--------------------------------------------------------------------------------
the within Security of the Company and does hereby irrevocable constitute and
appoint


--------------------------------------------------------------------------------
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.


            --------------------------------------------------------------------

            --------------------------------------------------------------------


Dated:
      ------------------------------            --------------------------------

                                      B-6
<PAGE>
 
                                                                       EXHIBIT C

                           [CERTIFICATE OF TRANSFER]


                            TEXAS UTILITIES COMPANY
                     6.375% SERIES C SENIOR NOTES DUE 2008
                      PRINCIPAL AMOUNT:  $_______________

     FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
-------------------------------------------

-------------------------------------------

                   -------------------------------------------------------------
                    Name and address of assignee must be printed or typewritten.


-------------------------------------------------------------------------------
the referenced Security of the Company and does hereby irrevocable constitute
and appoint


-------------------------------------------------------------------------------
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.

The undersigned certifies that said Security is being resold, pledged or
otherwise transferred as follows: (check one)

|_|      to the Company;

|_|      to a Person whom the undersigned reasonably believes is a qualified
         institutional buyer within the meaning of Rule 144A under the
         Securities Act of 1933, as amended (the "Securities Act") purchasing
         for its own account or for the account of a qualified institutional
         buyer to whom notice is given that the resale, pledge or other transfer
         is being made in reliance on Rule 144A;

|_|      in an offshore transaction in accordance with Rule 904 of Regulation S
         under the Securities Act;

|_|      to an institution that is an "accredited investor" as defined in Rule
         501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring
         this Security for investment purposes and not for distribution; (attach
         a copy of an Accredited Investor Certificate in the form annexed signed
         by an authorized officer of the transferee)

|_|      as otherwise permitted by the non-registration legend appearing on this
         Security; or

|_|      as otherwise agreed by the Company, confirmed in writing to the
         Trustee, as follows: [describe]


         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

Dated:
      ----------------------------------      ----------------------------------

                  All terms used in this certificate which are defined in the
Indenture pursuant to which said Security was issued shall have the meanings
assigned to them in the Indenture.

                                      C-1
<PAGE>
 
                   [FORM OF ACCREDITED INVESTOR CERTIFICATE]



[Transferor Name and Address]



Ladies and Gentlemen:

  In connection with our proposed purchase of 6.375% Series C Senior Notes due
2008 (the "Senior Notes") issued by Texas Utilities Company ("Issuer"), we
confirm that:


                  1. We have received a copy of the Offering Memorandum (the
         "Offering Memorandum") relating to the Senior Notes and such other
         information as we deem necessary in order to make our investment
         decision. We acknowledge that we have read and agree to the matters
         stated under the caption NOTICE TO INVESTORS in such Offering
         Memorandum, and the restrictions on duplication or circulation of, or
         disclosure relating to, such Offering Memorandum.

                  2. We understand that any subsequent transfer of the Senior
         Notes is subject to certain restrictions and conditions set forth in
         the Indenture relating to Senior Notes (the "Indenture") and that any
         subsequent transfer of the Senior Notes is subject to certain
         restrictions and conditions set forth under NOTICE TO INVESTORS in the
         Offering Memorandum and the undersigned agrees to be bound by, and not
         to resell, pledge or otherwise transfer the Senior Notes except in
         compliance with such restrictions and conditions and the Securities Act
         of 1933, as amended ("Securities Act").

                  3. We understand that the offer and sale of the Senior Notes
         have not been registered under the Securities Act, and that the Senior
         Notes may not be offered or sold except as permitted in the following
         sentence. We agree, on our own behalf and on behalf of any accounts for
         which we are acting as hereinafter stated, that if we sell any Senior
         Notes, we will do so only (A) to the Company, (B) in accordance with
         Rule 144A under the Securities Act to a "qualified institutional buyer"
         (as defined therein), (C) to an institutional "accredited investor" (as
         defined below) that, prior to such transfer, furnishes to the Trustee
         (as defined in the Indenture) a signed letter containing certain
         representations and agreements relating to the restrictions on transfer
         of the Senior Notes (substantially in the form of this letter) and, if
         such transfer is in respect of an aggregate principal amount of Senior
         Notes at the time of transfer of less than $100,000, an opinion of
         counsel acceptable to the Issuer that such transfer is in compliance
         with the Securities Act, (D) outside the United States in accordance
         with Rule 904 of Regulation S under the Securities Act, (E) pursuant to
         the exemption from registration provided by Rule 144 under the
         Securities Act (if available), or (F) pursuant to an effective
         registration statement under the Securities Act, and we further agree
         to provide to any person purchasing any of the Senior Notes from us a
         notice advising such purchaser that resales of the Senior Notes are
         restricted as stated herein.

                  4. We understand that, on any proposed resale of any Senior
         Notes, we will be required to furnish to the Trustee and Issuer such
         certifications, legal opinions and other information as the Trustee and
         Issuer may reasonably require to confirm that the proposed sale
         complies with the foregoing restrictions. We further understand that
         the Senior Notes purchased by us will bear a legend to the foregoing
         effect.

                                      C-2
<PAGE>
 
                  5. We are an institutional "accredited investor" (as defined
         in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
         Act) and have such knowledge and experience in financial and business
         matters as to be capable of evaluating the merits and risks of our
         investment in the Senior Notes, and we and any accounts for which are
         acting are each able to bear the economic risk of our or its
         investment.

                  6. We are acquiring the Senior Notes purchased by us for our
         own account or for one or more accounts (each of which is an
         institutional "accredited investor") as to each of which we exercise
         sole investment discretion.

         You, the Issuer and the Trustee are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                               Very truly yours,


                                               By:____________________
                                                  Name:
                                                  Title:

                                      C-3