EXHIBIT 99.6
HUNTSMAN ICI CHEMICALS LLC
Offer for all Outstanding
10 1/8% Senior Subordinated Notes due 2009
in Exchange for
10 1/8% Senior Subordinated Notes due 2009
That Have Been Registered Under
the Securities Act of 1933,
As Amended
To Our Clients:
Enclosed for your consideration is a prospectus dated , 1999 (the
"Prospectus"), and the related letters of transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Huntsman ICI
Chemicals LLC (the "Issuer") to exchange their 10 1/8% Senior Subordinated Notes
due 2009 that have been registered under the Securities Act of 1933, as amended,
for their outstanding 10 1/8% Senior Subordinated Notes due 2009 (the "Old
Notes"), upon the terms and subject to the conditions described in the
Prospectus and the Letters of Transmittal. The Exchange Offer is being made in
order to satisfy certain obligations of the Issuer contained in the exchange and
registration rights agreement in respect of the Old Notes, dated June 30, 1999,
by and among the Issuer and the initial purchasers referred to therein.
This material is being forwarded to you as the beneficial owner of the Old
Notes held by us for your account but not registered in your name. A tender of
such Old Notes may only be made by us as the holder of record and pursuant to
your instructions.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Notes held by us for your account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letters of Transmittal.
Your instructions should be forwarded to us as promptly as possible in order
to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at
p.m., New York City time, on , 1999 with respect to the Old Notes
denominated in dollars and at p.m., London time, on , 1999 with
respect to the Old Notes denominated in euros (each, an "Expiration Date"),
unless extended by the Issuer. Any Old Notes tendered pursuant to the Exchange
Offer may be withdrawn at any time before the relevant Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Old Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer--Certain Conditions to
the Exchange Offer."
3. Subject to the terms and conditions in the Prospectus and the Letters of
Transmittal, any transfer taxes incident to the transfer of Old Notes from the
Holder to the Issuer will be paid by the Issuer.
4. The Exchange Offer expires at , New York City time, on ,
1999, with respect to the notes denominated in dollars and at , London
time, on , 1999, with respect to the notes denominated in euros, unless,
in each case, extended by the Issuer.
If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. The Letters of Transmittal are furnished to you for information
only and may not be used directly by you to tender Old Notes.
INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Huntsman ICI
Chemicals LLC with respect to their Old Notes.
This will instruct you to tender the Old Notes held by you for the account of
the undersigned, upon and subject to the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal.
The undersigned expressly agrees to be bound by the enclosed Letter of
Transmittal and that such Letter of Transmittal may be enforced against the
undersigned.
Please tender the Old Notes held by you for my account as indicated below:
Aggregate Principal Amount of Old Notes
---------------------------------------
10 1/8% Senior Subordinated Notes due 2009..... $_____________________________________________________
10 1/8% Senior Subordinated Notes due 2009..... EU____________________________________________________
[_] Please do not tender any Old Notes held
by you for my account. ____________________________________________
Dated: ____________________________, 1999 ____________________________________________
Signature(s)
____________________________________________
____________________________________________
Please print name(s) here
____________________________________________
____________________________________________
____________________________________________
Address(es)
____________________________________________
Area Code and Telephone Number
____________________________________________
Tax Identification or Social Security No(s).
None of the Old Notes held by us for your account will be tendered unless
we receive written instructions from you to do so. Unless a specific contrary
instruction is given in the space provided, your signature(s) hereon shall
constitute an instruction to us to tender all the Old Notes held by us for your
account.