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                                                                    EXHIBIT 4.22

                     [TO BE RE-TYPED ON ISSUER LETTERHEAD]

                                                   [DATE]


Attention: General Counsel's Office
The Depository Trust Company
55 Water Street, 49th Floor
New York, NY 10041-0099

RE:  [ISSUER'S NAME]
     [DESCRIPTION AND CUSIP NUMBER OF SECURITIES TO BE EXCHANGED]
     Exchange of Securities Issued Pursuant to Rule 144A


Ladies and Gentlemen:

     Reference is made to the Letter of Representations addressed to DTC dated
[DATE] ("Letter of Representations") from [ISSUER NAME] ("Issuer") and [AGENT
NAME] ("Agent") in connection with the above-referenced issue (the "Old
Securities"). If such Letter of Representations is not the current version
reflecting DTC's current Operational Arrangements, it is understood that the
Letter of Representations is subject to DTC's current procedures as stated in
DTC's current Operational Arrangements which may be viewed on DTC's web-site
"www.dtc.org."

     Issuer and Agent hereby notify you that [ISSUER SHALL ELECT ONE OF THE
FOLLOWING AND CROSS OUT THE OTHER]:

     1. On [EFFECTIVE DATE OF REGISTRATION STATEMENT], a Registration Statement
under the Securities Act of 1933 with respect to [DESCRIPTION AND CUSIP NUMBER
OF NEW SECURITIES] (the "New Securities") was declared effective by the
Securities and Exchange Commission. Following the consummation of an exchange
offer, the global note(s) representing the Old Securities will be cancelled.

     2. Issuer and Agent hereby notify you that as of [EFFECTIVE DATE], a shelf
registration with respect to [DESCRIPTION AND CUSIP NUMBER OF NEW SECURITIES]
(the "New Securities") was declared effective by the Securities and Exchange
Commission.

     Issuer and Agent agree that, with the exception of the Representations for
the Rule 144A Securities [and the Regulation S Securities], the Letter of
Representations shall remain in full force and effect with respect to the New
Securities.


                                   Very truly yours,
                                   [NAME OF ISSUER]


                                   By:
                                      --------------------------------------
                                         [Authorized Officer's Signature]


                                   [NAME OF AGENT]

                                   By:
                                      --------------------------------------
                                         [Authorized Officer's Signature]