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EXHIBIT 99.3
AZURIX CORP.
LETTER TO REGISTERED HOLDERS AND
DEPOSITORY TRUST COMPANY, EUROCLEAR SYSTEM
AND CLEARSTREAM BANKING PARTICIPANTS
FOR
TENDER OF ALL OUTSTANDING
<TABLE>
<S> <C> <C>
10 3/8% SERIES A SENIOR 10 3/8% SERIES A SENIOR 10 3/4% SERIES A SENIOR
DOLLAR NOTES DUE 2007 IN STERLING NOTES DUE 2007 IN DOLLAR NOTES DUE 2010 IN
EXCHANGE FOR 10 3/8% SERIES EXCHANGE FOR 10 3/8% SERIES B EXCHANGE FOR 10 3/4% SERIES B
B SENIOR DOLLAR NOTES DUE SENIOR STERLING NOTES DUE SENIOR DOLLAR NOTES DUE 2010
2007 2007
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THE EXCHANGE OFFER WILL EXPIRE AT , NEW YORK CITY TIME, ON
, 2000, UNLESS EXTENDED (THE "EXPIRATION DATE").
ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO , NEW YORK CITY TIME, ON THE EXPIRATION DATE UNLESS
PREVIOUSLY ACCEPTED FOR EXCHANGE.
To Registered Holders and Depository Trust Company Euroclear System and
ClearStream Banking Participants:
We are enclosing herewith the material listed below relating to the offer
by Azurix Corp., a Delaware Corporation (the "Company"), to exchange its 10 3/8%
Series B Senior Dollar Notes due 2007, its 10 3/8% Series B Senior Sterling
Notes due 2007, and its 10 3/4% Series B Senior Dollar Notes due 2010 (the
"Exchange Notes"), which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for a like principal amount of its issued and
outstanding 10 3/8% Series A Senior Dollar Notes due 2007, 10 3/8% Series A
Senior Sterling Notes due 2007 and 10 3/4% Series A Senior Dollar Notes due 2010
(the "Original Notes") upon the terms and subject to the conditions set forth in
the Company's Prospectus, dated , 2000, and the related
Letter of Transmittal (which together constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated , 2000;
2. Letter of Transmittal (together with accompanying Substitute Form W-9
Guidelines);
3. Notice of Guaranteed Delivery;
4. Letter which may be sent to your clients for whose account you hold
Original Notes in your name or in the name of your nominee; and
5. Letter which may be sent from your clients to you with such client's
instruction with regard to the Exchange Offer.
We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire on the Expiration Date unless extended.
The Exchange Offer is not conditioned upon any minimum number of Original
Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Original Notes will
represent to the Company that (i) the Exchange Notes acquired in exchange for
Original Notes pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
the
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undersigned, (ii) the undersigned is not engaging in and does not intend to
engage in a distribution of the Exchange Notes, (iii) the undersigned does not
have any arrangement or understanding with any person to participate in the
distribution of Exchange Notes, and (iv) neither the undersigned nor any such
other person is an "affiliate" (within the meaning of Rule 405 under the
Securities Act of 1933, as amended) of the Company. If the holder is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Original Notes that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Notes.
The enclosed Letter to Clients contains an authorization by the beneficial
owners of the Original Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Original Notes pursuant to the Exchange Offer.
Additional copies of the enclosed material may be obtained from the
undersigned.
Very truly yours,
AZURIX CORP.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY OTHER PERSON, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
THE COMPANY IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN.
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