EXHIBIT 99.2
LYONDELL CHEMICAL COMPANY
Letter to Clients
for Tender of All Outstanding
Unregistered 91/2% Senior Secured Notes due 2008
in Exchange for
Registered 91/2% Senior Secured Notes due 2008
The Exchange Offer will expire at 5:00 p.m., New York City time, on
, 2003 (the "Expiration Date"), unless sooner terminated or
extended. Outstanding Notes tendered in the Exchange Offer may be withdrawn at
any time before 5:00 p.m., New York City time, on the Expiration Date for the
Exchange Offer.
To Our Clients:
We are enclosing with this letter a prospectus dated , 2003 (the
"Prospectus") of Lyondell Chemical Company (the "Issuer") and the related
Letter of Transmittal. These two documents together constitute the Issuer's
offer to exchange its 91/2% Senior Secured Notes due 2008 (the "New Notes"),
the issuance of which has been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like principal amount of issued and
outstanding unregistered 91/2% Senior Secured Notes due 2008, (the "Outstanding
Notes"). The exchange of Outstanding Notes for New Notes and the related
documentation are referred to herein as the "Exchange Offer." The Exchange
Offer is not conditioned upon any minimum aggregate principal amount of
Outstanding Notes being tendered for exchange.
We are the holder of record of Outstanding Notes held by us for your own
account. A tender of your Outstanding Notes held by us can be made only by us
as the record holder according to your instructions. The Letter of Transmittal
is furnished to you for your information only and cannot be used by you to
tender Outstanding Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Outstanding Notes held by us for your account under the terms and conditions of
the Exchange Offer. We also request that you confirm that we may, on your
behalf, make the representations contained in the Letter of Transmittal.
Under the Letter of Transmittal, each holder of Outstanding Notes will
represent to the Issuer that:
. such person is not an "affiliate," as defined in Rule 405 under the
Securities Act, of the Issuer or a broker-dealer tendering Outstanding
Notes acquired directly from the Issuer for its own account;
. if such person is not a broker-dealer or is a broker-dealer but will not
receive New Notes for its own account in exchange for Outstanding Notes,
it is not engaged in, and does not intend to participate in, a
distribution of the New Notes;
. such person does not have an arrangement or understanding with any person
to participate in the distribution of the Outstanding Notes or the New
Notes within the meaning of the Securities Act;
. any New Notes received are being acquired in the ordinary course of
business of the person receiving such New Notes; and
. if such person is a broker-dealer who will receive New Notes for its own
account in exchange for Outstanding Notes, it will represent that the
Outstanding Notes to be exchanged for New Notes were acquired as a result
of market-making activities or other trading activities, and that it will
deliver a Prospectus in connection with any resale of those New Notes;
however, by so acknowledging and by delivering a Prospectus, it will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
Very truly yours,
Please return your instructions to us in the enclosed envelope within ample
time to permit us to submit a tender on your behalf before the Expiration Date.
INSTRUCTION TO
DTC TRANSFER PARTICIPANT
To Participant of The Depository Trust Company:
The undersigned hereby acknowledges receipt and review of the prospectus
dated , 2003 (the "Prospectus") of Lyondell Chemical Company (the
"Issuer") and the related Letter of Transmittal. These two documents together
constitute the Issuer's offer to exchange its 91/2% Senior Secured Notes due
2008 (the "New Notes"), the issuance of which has been registered under the
Securities Act of 1993, as amended (the "Securities Act"), for a like principal
amount of its issued and outstanding unregistered 91/2% Senior Secured Notes
due 2008 (the "Outstanding Notes"). The exchange of Outstanding Notes for New
Notes and the relevant documentation are referred to herein as an "Exchange
Offer."
This will instruct you, the registered holder and DTC participant, as to the
action to be taken by you relating to the Exchange Offer for the Outstanding
Notes held by you for the account of the undersigned.
The aggregate principal amount of the Outstanding Notes held by you for the
account of the undersigned is (fill in amount):
Principal
Title of Series Amount
--------------- ---------
Lyondell Chemical Company 91/2% Senior Secured Notes due 2008
With respect to the Exchange Offer, the undersigned hereby instructs you (check
appropriate box):
[_] To TENDER all Outstanding Notes held by you for the account of the
undersigned.
[_] To TENDER the following amount of Outstanding Notes held by you for the
account of the undersigned:
Principal
Title of Series Amount
--------------- ---------
Lyondell Chemical Company 91/2% Senior Secured Notes due 2008
[_] NOT to TENDER any Outstanding Notes held by you for the account of the
undersigned.
If no box is checked, a signed and returned Instruction to DTC Participant
will be deemed to instruct you to tender all Outstanding Notes held by you for
the account of the undersigned.
If the undersigned instructs you to tender the Outstanding Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations contained in the Letter of
Transmittal that are to be made with respect to the undersigned as a beneficial
owner, including, but not limited to, the representations that:
(i) the undersigned is not an "affiliate," as defined in Rule 405 under the
Securities Act, of the Issuer or a broker-dealer tendering Outstanding
Notes acquired directly from the Issuer for its own account;
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(ii) if the undersigned is not a broker-dealer or is a broker-dealer but will
not receive New Notes for its own account in exchange for Outstanding
Notes, it is not engaged in, and does not intend to participate in, a
distribution of New Notes;
(iii) the undersigned does not have an arrangement or understanding with any
person to participate in the distribution of the Outstanding Notes or
the New Notes within the meaning of the Securities Act;
(iv) any New Notes received are being acquired in the ordinary course of
business of the undersigned; and
(v) if the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Outstanding Notes, it will represent
that the Outstanding Notes to be exchanged for New Notes were acquired
as a result of market-making activities or other trading activities, and
it will acknowledge that it will deliver a Prospectus in connection with
any resale of those New Notes; however, by so acknowledging and by
delivering a Prospectus, the undersigned will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
SIGN HERE
Name of beneficial owner(s): ________________________________________________
Signature(s): _______________________________________________________________
Name(s) (please print): _____________________________________________________
Address: ____________________________________________________________________
Telephone Number: ___________________________________________________________
Taxpayer Identification or Social Security Number: __________________________
Date: _______________________________________________________________________
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