<PAGE>
                                                                    EXHIBIT 4.13

                   BOOK-ENTRY-ONLY CORPORATE DEBT SECURITIES

                            LETTER OF REPRESENTATIONS
                      [To be Completed by Issuer and Agent]

                               CanWest Media Inc.
        ---------------------------------------------------------------
                                [Name of Issuer]

                              The Bank of New York
        ---------------------------------------------------------------
                                 [Name of Agent]

                                                                   April 3, 2003
                                                                   -------------
                                                                      [Date]

Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY 10041-0099

            Re:                   7 5/8% Senior Notes due 2013

                 _______________________________________________________________

                 _______________________________________________________________
                           [Issue description (the "Securities")]

Ladies and Gentlemen:

         This letter sets forth our understanding with respect to certain
matters relating to the Securities. Agent shall act as trustee, paying agent,
fiscal agent, or other agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a trust indenture, resolution, or other
such document authorizing the issuance of the Securities dated April 3, 2003 the
("Document").                     *              is distributing the Securities
             ------------------------------------
               ["Underwriter/ Placement Agent"]
through The Depository Trust Company ("DTC").

-----------------------
         *        Salomon Smith Barney Inc.; CIBC World Markets Corp.; Scotia
Capital (USA) Inc.; BMO Nesbitt Burns Corp.; RBC Dominion Securities
Corporation; Banc of America Securities LLC; TD Securities (USA).

<PAGE>

         To induce DTC to accept the Securities as eligible for deposit at DTC,
and to act in accordance with its Rules with respect to the Securities, Issuer
and Agent make the following representations to DTC:

         1.       Prior to closing on the Securities on April 3, 2003, there
shall be deposited with DTC one or more Security certificates registered in the
name of DTC's nominee, Cede & Co., for each stated maturity of the Securities in
the face amounts set forth on Schedule A hereto, the total of which represents
100% of the principal amount of such Securities. If, however, the aggregate
principal amount of any maturity exceeds $400 million, one certificate shall be
issued with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

                  Unless this certificate is presented by an authorized
         representative of The Depository Trust Company, a New York corporation
         ("DTC"), to Issuer 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.

Issuer represents. [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.]

         [The Security certificate(s) shall remain in Agent's custody as a
"Balance Certificate" subject to the provisions of the Balance Certificate
Agreement between Agent and DTC currently in effect.

         On each day on which Agent is open for business and on which it
receives an instruction originated by a DTC participant ("Participant") through
DTC's Deposit/Withdrawal at Custodian ("DWAC") system to increase the
Participant's account by a specified number of Securities (a "Deposit
Instruction"). Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Deposit Instruction through the DWAC system.

         On each day on which Agent is open for business and on which it
receives an instruction originated by a Participant through the DWAC system to
decrease the Participant's account by a specified number of Securities (a
"Withdrawal Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.

         Agent agrees that its approval of a Deposit of Withdrawal Instruction
shall be deemed to be the receipt by DTC of a new reissued or reregistered
certificated Security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.]

                                       2

<PAGE>

         2.       Issuer: (a) understands that DTC has no obligation to, and
will not, communicate to its Participants or to any person having an interest in
the Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificate(s) by virtue of submission of such certificate(s) to DTC.

         3.       In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC no fewer
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                       Supervisor, Proxy Unit
                       Reorganization Department
                       The Depository Trust Company
                       55 Water Street, 50th Floor
                       New York, NY 10041-0099

         4.       In the event of a full or partial redemption, Issuer or Agent
shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be distributed to
Security holders (the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before or, if
possible, two business days before the Publication Date. Issuer or Agent shall
forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable)
which includes a manifest or list of each CUSIP number submitted in that
transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be no fewer than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be directed to DTC's Call Notification Department at (516)
227-4164 or (516) 227-4190. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such
party shall telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph,
by mail or by any other means, shall be send to:

                                       3

<PAGE>

                       Manager, Call Notification Department
                       The Depository Trust Company
                       711 Stewart Avenue
                       Garden City, NY 11530-4719

         5.       In the event of a pro rata reduction of principal, Agent shall
send DTC written notice with respect to the dollar amount per $1,000 original
face value (or other minimum authorized denomination if less than $1,000 face
value) payable on each payment date allocated as to the interest and principal
portions thereof preferably five, but no fewer than two, business days prior to
such payment date. Such notice shall clearly indicate that it relates to a pro
rata reduction of principal. Furthermore, the notice shall also contain the
current poor factor or ratio and Agent contact's name and telephone number.
Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's
Dividend Department at (212) 855-4555. If the party sending the notice does not
receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-4550. Notices to DTC pursuant to
this Paragraph, or by mail or by any other means, shall be sent to:

                       Manager, Announcements
                       Dividend Department
                       The Depository Trust Company
                       55 Water Street, 25th Floor
                       New York, NY 10041-0099

         6.       In the event of an invitation to tender the Securities
(including mandatory tenders, exchanges, and capital changes), notice by Issuer
or Agent to Security holders shall be send to DTC specifying the terms of the
tender and Publication Date of such notice. Such notice shall be sent to DTC by
a secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before or, if
possible, two business days before the Publication Date. Issuer or Agent shall
forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable)
which includes a manifest or list of each CUSIP number submitted in that
transmission. (The party sending such notice shall have a method to verify
subsequently the use and timeliness of such notice.) Notices to DTC pursuant to
this Paragraph and notices of other corporate actions by telecopy shall be
directed to DTC's Reorganization Department at (212) 855-5488. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-5290. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:

                       Manager, Reorganization Department
                       Reorganization Window
                       The Depository Trust Company
                       55 Water Street, 50th Floor
                       New York, NY 10041-0099

         7.       It is understood that if the Security holders shall at any
time have the right to tender the Securities to Issuer and require that Issuer
repurchase such holders Securities pursuant

                                       4

<PAGE>

to the Document and Cede & Co., as nominee of DTC, or its registered assigns, as
the record owner, is entitled to tender the Securities, such tenders will be
effected by means of DTC's Repayment Option Procedures. Under the Repayment
Option Procedures, DTC shall receive, during the applicable tender period,
instructions from its Participants to tender Securities for purchase. Issuer and
Agent agree that such tender for purchase may be made by DTC by means of a
book-entry credit of such Securities to the account of Agent, provided that such
credit is made on or before the final day of the applicable tender period. DTC
agrees that promptly after the recording of any such book-entry credit, it will
provide to Issuer or Agent an Agent Receipt and Confirmation or the equivalent,
in accordance with the Repayment Option Procedures, identifying the Securities
and the aggregate principal amount thereof as to which such tender for purchase
has been made.

         Issuer or Agent shall send DTC notice regarding such optional tender by
hand or by a secure means (e.g., legible facsimile transmission, registered or
certified mail, overnight delivery) in a timely manner designed to assure that
such notice is in DTC's possession no later than the close of business two
business days before the Publication Date. The Publication Date shall be no
fewer than 15 days prior to the expiration date of the applicable tender period.
Such notice shall state whether any partial redemption of the Securities is
scheduled to occur during the applicable optional tender period. Notices to DTC
pursuant to the above by telecopy shall be directed to DTC's Put Bond Unit at
(212) 855-5235. If the party sending the notice does not receive a telecopy
receipt from DTC confirming that the notice has been received, such party shall
telephone (212) 855-5230. Notices to DTC pursuant to the above by mail or by any
other means shall be send to:

                       Supervisor, Put Bond Unit
                       Reorganization Department
                       The Depository Trust Company
                       55 Water Street, 50th Floor
                       New York, NY 10041-0099

         8.       All notices and payment advices sent to DTC shall contain the
CUSIP number of the Securities.

         9.       In the event of a change in the interest rate, Agent shall
send notice to DTC of such change and Agent shall indicate the stated coupon
rate. Such notice, which shall include Agent contact's name and telephone
number, by telecopy, shall be directed to DTC's Dividend Department at (212)
855-4555. If the party sending the notice does not receive a telecopy receipt
from DTC confirming that the notice has been received, such party shall
telephone (212) 855-4550. Notices to DTC pursuant to this Paragraph, by mail or
by any other means, shall be sent to:

                                       5

<PAGE>

                       Manager, Announcements
                       Dividend Department
                       The Depository Trust Company
                       55 Water Street, 25th Floor
                       New York, NY 10041-0099

         10.      Issuer or Agent shall provide a written notice of interest
payment information, including the stated coupon rate information, to DTC as
soon as the information is available. Issuer or Agent shall provide such notice
directly to DTC electronically, as previously arranged by Issuer or Agent. If
electronic transmission has not been arranged, absent any other arrangements
between Issuer or Agent and DTC, such information shall be sent by telecopy to
DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-4550. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to DTC's Dividend Department to the addressed indicated in Paragraph 9.

         11.      Interest payments and principal payments that are part of
periodic principal-and-interest payments shall be received by Cede & Co., as
nominee of DTC, or its registered assigns, in same-day funds no later than 2:30
p.m. (Eastern Time) on the payment date. Issuer shall remit by 1:00 p.m.
(Eastern Time) on the payment date all such interest payments due Agent, or at
such earlier time as may be required by Agent to guarantee that DTC shall
receive payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the
payment date. Absent any other arrangements between Issuer or Agent and DTC,
such funds shall be wired to the Dividend Deposit Account number that will be
stamped on the signature page hereof at the time DTC executes this Letter of
Representations.

         12.      Issuer or Agent shall provide DTC's Dividend Department, no
later than 12:00 noon (Easter Time) on the payment date, automated notification
of CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC's Dividend Department at (212) 855-4633, and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

         13.      Maturity and redemption payments allocated with respect to
each CUSIP number shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all maturity and redemption payments due Agent, or at such earlier time as
required by Agent to guarantee that DTC shall receive payment in same-day funds
no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Redemption Deposit Account number that will be stamped on the signature page
hereof at the time DTC executes this Letter of Representations.

                                       6

<PAGE>

         14.      Principal payments (plus accrued interest, if any) as a result
of optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such reorganization payments due Agent, or at such earlier time as required by
Agent to guarantee that DTC shall receive payment in same-day funds no later
than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements
between Issuer or Agent and DTC, such funds shall be wired to the Reorganization
Deposit Account number that will be stamped on the signature page hereof at the
time DTC executes this Letter of Representations.

         15.      DTC may direct Issuer or Agent to use any other number or
address as the number or address to which notices or payments may be sent.

         16.      In the event of a redemption, acceleration, or any other
similar transaction (e.g., tender made and accepted in response to Issuer's or
Agent's invitation) necessitating a reduction in the aggregate principal amount
of Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

         17.      In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

         18.      DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent (at which time DTC will confirm with Issuer or Agent
the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request, Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any Participant having Securities credited to its DTC
accounts.

         19.      Nothing herein shall be deemed to require Agent to advance
funds on behalf of Issuer.

         20.      This Letter of Representations may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts together shall constitute but one and the
same instrument.

         21.      This Letter of Representations shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to principles of conflicts of law.

         22.      The sender of each notice delivered to DTC pursuant to this
Letter of Representations is responsible for confirming that such notice was
properly received by DTC.

                                       7

<PAGE>

         23.      Issuer recognizes that DTC does not in any way undertake to,
and shall not have any responsibility to, monitor or ascertain the compliance of
any transactions in the Securities with the following, as amended from time to
time: (a) any exemptions from registration under the Securities Act of 1933, (b)
the Investment Company Act of 1940; (c) the Employee Retirement Income Security
Act of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any
self-regulatory organizations (as defined under the Securities Exchange Act of
9134); or (f) any other local, state, or federal laws or regulations thereunder.

         24.      Issuer hereby authorizes DTC to provide to Agent listings of
Participant's holdings known as Security Position Listings ("SPLs") with respect
to the Securities from time to time at the request of the Agent. DTC charges a
fee for such SPLs. This authorization, unless revoked by Issuer, shall continue
with respect to the Securities while any Securities are on deposit at DTC, until
and unless Agent shall no longer be acting. In such event, Issuer shall provide
DTC with similar evidence, satisfactory to DTC, of the authorization of any
successor thereto so to act. Requests for SPLs shall be sent by telecopy to the
Proxy Unit of DTC's Reorganization Department at (212) 855-5181 or (212)
855-5182. Receipt of such requests shall be confirmed by telephoning (212)
855-5202. Requests for SPLs, sent by mail or by any other means, shall be
directed to the address indicated in Paragraph 3.

         25.      Issuer and Agent shall comply with the applicable requirements
stated in DTC's Operational Arrangements, as they may be amended from time to
time. DTC's Operational Arrangements are posted on DTC's website at
"www.DTC.org".

         26.      The following rider(s), attached hereto, are hereby
incorporated into this Letter of Representations.

         Representation for Rule 144A Securities; Representation for Securities
         with a Tender Provision Pursuant to a Change of Control Trigger Event;
         Representations for Securities Eligible for Transfer pursuant to
         Regulation S Where Issuer has Requested a Temporary "Chill" on Deliver
         Order

                                       8

<PAGE>

NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATION), AGENT, AS
WELL AS ISSUER, MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.

                                          Very truly yours,

                                                    CanWest Media Inc.
                                          -------------------------------------
                                                        [Issuer]

                                          By: /s/ JOHN MAGUIRE
                                              ----------------------------------
                                               [Authorized Officer's Signature]

                                                   The Bank of New York
                                          --------------------------------------
                                                        [Agent]

                                          By: /s/ VANESSA MACK
                                              ----------------------------------
                                               [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY

By: /s/ RICHARD B. NELSON
   ---------------------------
Funds should be wired to:

The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company

[Select Appropriate Account]

Dividend Deposit Account # 066-026776
Redemption Deposit Account # 066-027306
Reorganization Deposit Account # 066-027608

cc: Underwriter/Placement Agent
    Underwriter's/Placement Agent's Counsel

                                       10

<PAGE>

                                                                      SCHEDULE A

                          7 5/8% Senior Notes due 2013

                 ________________________________________________
                                [Describe Issue]

<TABLE>
<CAPTION>
 CUSIP NUMBER                 PRINCIPAL AMOUNT           MATURITY DATE             INTEREST RATE
 ------------                 ----------------           -------------             -------------
<S>                           <C>                       <C>                        <C>
138747 AD2                    $    199,530,000          April 15, 2013                 7 5/8%
C21400 AC7                    $        470,000          April 15, 2013                 7 5/8%
</TABLE>

                                       11

<PAGE>

                                                                      SCHEDULE B

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                       DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
 (Prepared by DTC - bracketed material may be applicable only to certain issues)

         1.       The Depository Trust Company ("DTC"), New York, NY, will act
as securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered in the name of Cede &
Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $400 million, one certificate
will be issued with respect to each $400 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

         2.       DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants ("Direct
Participants") deposit with DTC. DTC also facilitates the settlement among
Direct Participants of securities transactions, such as transfers and pledges,
in deposited securities through electronic computerized book-entry changes in
Direct Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is owned by a number of Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Direct and Indirect Participants are on file with the
Securities and Exchange Commission.

         3.       Purchases of Securities under the DTC system must be made by
or through Direct Participants, which will receive a credit for the Securities
on DTC's records. The ownership interest of each actual purchaser of each
Security ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Securities are to be accomplished by entries made on
the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their
ownership interests in Securities, except in the event that use of the
book-entry system for the Securities is discontinued.

                                       12

<PAGE>

         4.       To facilitate subsequent transfers, all Securities deposited
by Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

         5.       Conveyance of notices and other communications by DTC to
Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. [Beneficial Owners of
Securities may wish to take certain steps to augment transmission to them of
notices of significant events with respect to the Securities, such as
redemptions, tenders, defaults, and proposed amendments to the security
documents. Beneficial Owners of Securities may wish to ascertain that the
nominee holding the Securities for their benefit has agreed to obtain and
transmit notices to Beneficial Owners, or in the alternative, Beneficial Owners
may wish to provide their names and addresses to the registrar and request that
copies of the notices be provided directly to them.]

         [6.      Redemption notices shall be sent to DTC. If less than all of
the Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in such
issue to be redeemed.]

         7.       Neither DTC nor Cede & Co. (nor such other DTC nominee) will
consent or vote with respect to the Securities. Under its usual procedures, DTC
mails an Omnibus Proxy to Issuer as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

         8.       Redemption proceeds, distributions, and dividend payments on
the Securities will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit
Direct Participants' accounts, upon DTC's receipt of funds and corresponding
detail information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, Agent or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividends to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.

                                       13

<PAGE>

         [9.      A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to [Tender Remarketing] Agent. The requirement for
physical delivery of Securities in connection with an optional tender or a
mandatory purchase will be deemed satisfied when the ownership rights in the
Securities are transferred by Direct Participants on DTC's records and followed
by a book-entry credit of tendered Securities to [Tender Remarketing] Agent's
DTC account.]

         10.      DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent. Under such circumstances, in the event that a
successor securities depository is not obtained, Security certificates are
required to be printed and delivered.

         11.      Issuer may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository). In that
event, Security certificates will be printed and delivered.

         12.      The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that Issuer believes to be
reliable, but Issuer takes no responsibility for the accuracy thereof.

                                       14

<PAGE>

                    REPRESENTATIONS FOR RULE 144A SECURITIES-
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS

         1.       Issuer represents that at the time of initial registration in
the name of DTC's nominee, Cede & Co., the Securities were Legally or
Contractually Restricted Securities,(1) eligible for transfer under Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act"), and
identified by a CUSIP or CINS number assigned to any securities of the same
class that were not Legally or Contractually Restricted Securities. Issuer shall
ensure that a CUSIP or CINS identification number is obtained for all
unrestricted securities of the same class that is different from any CUSIP or
CINS identification number assigned to a Legally or Contractually Restricted
Security of such class, and shall notify DTC promptly in the event that it is
unable to do so. Issuer represents that it has agreed to comply with all
applicable information requirements of Rule 144A.

         2.       Issuer represents that the Securities are: [NOTE: ISSUER MUST
REPRESENT ONE OF THE FOLLOWING, AND SHALL CROSS OUT THE OTHER.]

[included within PORTAL, a Self-Regulatory Organization System approved by the
Securities and Exchange Commission for the reporting of quotation and trade
information of securities eligible for transfer pursuant to Rule 144A) an "SRO
Rule 144A System").]

         3.       If the Securities are not Investment-Grade Securities, Issuer
and Agent acknowledge that if such Securities cease to be included in an SRO
Rule 144A System during any period in which such Securities are Legally or
Contractually Restricted Securities, such Securities shall no longer be eligible
for DTC's services. Furthermore, DTC may discontinue providing its services as
securities depository with respect to the Securities at any time by giving
reasonable notice to Issuer or Agent. Under any of the aforementioned
circumstances, at DTC's request, Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant ("Participant") having Securities
credited to its DTC accounts.

         4.       Issuer and Agent acknowledge that, so long as Cede & Co. is a
record owner of the Securities, Cede & Co. shall be entitled to all applicable
voting rights and receive the full amount of all distributions payable with
respect thereto. Issuer and Agent acknowledge that

--------------------------
         (1) A "Legally Restricted Security" is a security that is a restricted
security, as defined in Rule 144(a)(3). A "Contractually Restricted Security" is
a security that upon issuance and continually thereafter can only be sold
pursuant to Regulation S under the Securities Act. Rule 144A, Rule 144, or in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4 of the Securities Act and not involving any public
offering, provided, however, that once the security is sold pursuant to the
provisions of Rule 144, including Rule144(k), it will thereby cease to be a
"Contractually Restricted Security." For purposes of this definition, in order
for a depositary receipt to be considered a "Legally or Contractually Restricted
Security," the underlying security [MISSING TEXT] be a "Legally or Contractually
Restricted Security."

<PAGE>

DTC shall treat any Participant having Securities credited to its DTC accounts
as entitled to the full benefits of ownership of such Securities. Without
limiting the generality of the preceding sentence, Issuer and Agent acknowledge
that DTC shall treat any Participant having Securities credited to its DTC
accounts as entitled to receive distributions (and voting rights, if any) in
respect of the Securities, and to receive from DTC certificates evidencing
Securities. Issuer and Agent recognize that DTC does not in any way undertake
to, and shall not have any responsibility to, monitor or ascertain the
compliance of any transactions in the Securities with any of the provisions: (a)
of Rule 144A; (b) of other exemptions from registration under the Securities Act
or any other state or federal securities laws; or (c) of the offering documents.

                                       16

<PAGE>

             REPRESENTATIONS FOR SECURITIES WITH A TENDER PROVISION
                 PURSUANT TO A CHANGE OF CONTROL TRIGGER EVENT -
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS

         It is understood that if the Security holders shall at any time have
the right to tender the Securities to Issuer and require that Issuer repurchase
such holders' Securities pursuant to the Document, and Cede & Co., as nominee of
DTC, or its registered assigns, as the record owner, is entitled to tender the
Securities, such tenders will be effected by means of DTC's Repayment Option
Procedures. Under the Repayment Option Procedures, DTC shall receive, during the
applicable tender period, instructions from its participants ("Participants") to
tender Securities for purchase. Issuer and Agent agree that such tender for
purchase may be made by DTC by means of a book-entry credit of such Securities
to the account of Agent(1), as agent for Issuer, provided that such credit is
made on or before the final day of the applicable tender period. DTC agrees that
promptly after the recording of any such book-entry credit, it will provide to
Issuer or Agent an Agent Receipt and Confirmation or the equivalent, in
accordance with the Repayment Option Procedures, identifying the Securities and
the aggregate principal amount thereof as to which such tender for purchase has
been made.

         Issuer or Agent shall send DTC a notice regarding such optional tender
by hand or by a secure means (e.g., legible telecopy transmission, registered or
certified mail, overnight delivery) in a timely manner designed to assure that
such notice is in DTC's possession no later than the close of business two
business days before the Publication Date. The Publication Date shall be not
less than 15 days prior to the expiration date of the applicable tender period.
Such notice shall state whether any partial redemption of the Securities is
scheduled to occur during the applicable optional tender period.

         Notices to DTC pursuant to the above Paragraph sent by mail or by any
other means shall be sent to:

                       Supervisor, Put Bond Unit
                       Reorganization Department
                       The Depository Trust Company
                       55 Water Street, 50th Floor
                       New York, NY 10041-0099

         Notices to DTC pursuant to the above shall be directed to DTC's Put
Bond Unit at (212) 855-5235. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such
party shall telephone (212) 855-5230.

------------------------------------
         (1) Agent shall be defined as Depositary Trustee Trust Company, Issuing
Agent and/or Paying Agent as such definition applies in the DTC Letter of
Representation to which this rider may be attached.

<PAGE>

  REPRESENTATIONS FOR SECURITIES ELIGIBLE FOR TRANSFER PURSUANT TO REGULATION S
       WHERE ISSUER HAS REQUESTED A TEMPORARY "CHILL" ON DELIVER ORDERS -
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS

         Issuer has requested that, with respect to the Securities that are
eligible for transfer pursuant to Regulation S, which have been identified by a
separate CUSIP number (the "Regulation S Securities"), DTC not effect book-entry
deliveries (except deliveries via DTC's Deposit/Withdrawal at Custodian DWAC
system in Participant accounts maintained by banks that act as depositaries for
Cedel and Euroclear) until _________________________[, or--if not
specified--until further notice in the manner set forth below].

         In the event that Issuer desires an extension or shortening of this
"Deliver Order Chill," Issuer or Agent(1) shall send DTC a notice requesting
that the Deliver Order Chill be eliminated as of a specified date. Such notice
shall be sent to DTC by a secure means (e.g., legible telecopy, registered or
certified mail, overnight delivery) in a timely manner designed to assure that
such notice is in DTC's possession no later than the close of business two
business days prior to the date specified for elimination of the Deliver Order
Chill. If sent by telecopy, such notice shall be sent to (212) 344-1531 or (212)
855-3728. Issuer or Agent shall confirm DTC's receipt of such telecopy by
telephoning DTC's Underwriting Department at (212) 855-3731. If delivered by
hand or sent by mail or overnight delivery, such notice shall be sent to:

                       Manager, Eligibility Section
                       Underwriting Department
                       The Depository Trust Company
                       55 Water Street, 19th Floor
                       New York, NY 10041-0099

-------------------------------------
         (1) Agent shall be defined as Depositary, Trustee, Trust Company,
Issuing Agent and/or Paying Agent as such definition applies in the DTC Letter
of Representations to which this rider may be attached.