EQUISTAR CHEMICALS, LP
EQUISTAR FUNDING CORPORATION
LETTER TO
DEPOSITORY TRUST COMPANY PARTICIPANTS
FOR
TENDER OF ALL OUTSTANDING
8 1/2% Notes Due 2004 8 3/4% Notes Due 2009
in exchange for registered in exchange for registered
8 1/2% Notes Due 2004 8 3/4% Notes Due 2009
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EACH EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________
___, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING NOTES TENDERED
IN AN EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE FOR THAT EXCHANGE OFFER.
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To The Depository Trust Company Participants:
We are enclosing herewith the materials listed below relating to the offers
by Equistar Chemicals, LP and Equistar Funding Corporation (the "Issuers") to
exchange their 8 1/2% Notes due 2004 and their 8 3/4% Notes due 2009
(collectively, 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 their issued and outstanding 8 1/2% Notes due 2004 and their
8 3/4% Notes due 2009 (collectively, the "Outstanding Notes"), respectively,
which offers consists of separate, independent offers to exchange the New Notes
of each series for Outstanding Notes of that series (each, an "Exchange Offer"
and sometimes collectively referred to herein as the "Exchange Offers"), upon
the terms and subject to the conditions described in the Issuers' prospectus
dated _______________, 1999 and the related letter of transmittal.
We are enclosing copies of the following documents:
1. Prospectus dated _______ ___, 1999,
2. Letter of transmittal together with accompanying Substitute Form
W-9 Guidelines,
3. Notice of Guaranteed Delivery, and
4. Letter that may be sent to your clients for whose account you hold
Outstanding Notes in your name or in the name of your nominee, with space
provided for obtaining that client's instruction with regard to the
Exchange Offers.
We urge you to contact your clients promptly. Please note that each
Exchange Offer will expire at 5:00 p.m., New York City time, on _________ ___,
1999, unless extended.
No Exchange Offer for Outstanding Notes of a series is conditioned upon any
minimum aggregate principal amount of Outstanding Notes of such series being
tendered for exchange, or upon the consummation of any other Exchange Offer.
Under the letter of transmittal, each holder of Outstanding Notes will
represent to the Issuers that
(i) any New Notes received are being acquired in the ordinary course
of business of the person receiving those New Notes,
(ii) that 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
and
(iii) that person is not an "affiliate," as defined in Rule 405 under
the Securities Act, of either of the Issuers or, if it is an
affiliate, it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent
applicable.
In addition, each holder of Outstanding Notes will represent to the Issuers
that
(i) if that person is not a broker-dealer, it is not engaged in, and
does not intend to engage in, a distribution of New Notes and
(ii) if that person is a broker-dealer that will receive New Notes
for its own account in exchange for Outstanding Notes that were
acquired as a result of market-making activities or other
trading activities, it will deliver a prospectus in connection
with any resale of such 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.
The enclosed letter to clients contains an authorization by the beneficial
owners of the Outstanding Notes for you to make the foregoing representations.
The Issuers will not pay any fee or commission to any broker or dealer or
to any other person other than the Exchange Agent, in connection with the
solicitation of tenders of Outstanding Notes under the Exchange Offers. The
Issuers will pay, or cause to be paid, any transfer taxes payable on the
transfer of Outstanding Notes to it, except as otherwise provided in Instruction
7 of the enclosed letter of transmittal.
Additional copies of the enclosed material may be obtained from us upon
request.
Very truly yours,
Equistar Chemicals, LP
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