EXHIBIT 99.2
FORM OF
EQUISTAR CHEMICALS, LP
EQUISTAR FUNDING CORPORATION
LETTER TO
THE DEPOSITORY TRUST COMPANY PARTICIPANTS
for
Tender of All Outstanding
________ Notes Due________
in exchange for registered
________ Notes Due________
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The exchange offer will expire at 5:00 p.m., New York City time, on _________
___, 1999, unless extended (the "Expiration Date"). 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in the exchange offer may be withdrawn at any time before 5:00 p.m., New York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.
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To The Depository Trust Company Participants:
We are enclosing herewith the materials listed below relating to the offer
by Equistar Chemicals, LP and Equistar Funding Corporation (the "Issuers") to
exchange their_________ Notes due_______ (the "New Notes"), the issuance of
which has been registered under the Securities Act of 1933, as amended, for a
like principal amount of their issued and outstanding _________ Notes due
_________ (the "Outstanding Notes"), upon the terms and subject to the
conditions described in the Issuers' prospectus dated _______________, 1999 and
the related letter of transmittal (the "Exchange Offer"). This letter to The
Depository Trust Company participants pertains only to the Issuers' offer to
exchange their _______ Notes due ________.
The Issuers have a made a separate, independent offer to exchange their
______ Notes due ______ for a like principal amount of their issued and
outstanding _______ Notes due _______. Participants in The Depository Trust
Company also holding the Issuers' _____ Notes due _____ and wishing to
participate in the separate, independent exchange offer relating to such notes,
will need to complete and return the applicable documentation relating to such
notes.
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 Offer.
We urge you to contact your clients promptly. Please note that the
Exchange Offer will expire at 5:00 p.m., New York City time, on _________ ___,
1999, unless extended.
The Exchange Offer for Outstanding Notes is not conditioned upon any
minimum aggregate principal amount of Outstanding Notes being tendered for
exchange, or upon the consummation of any other Exchange Offer contemplated by
the Issuers' prospectus enclosed herewith.
Under the letter of transmittal, each holder of Outstanding Notes will
represent to the Issuers that
1. any New Notes received are being acquired in the ordinary course of
business of the person receiving those New Notes,
2. that person does not have an arrangement or understanding with any
person or entity to participate in the distribution of the
Outstanding Notes or the New Notes within the meaning of the
Securities Act, and
3. that person is not an "affiliate," as defined in Rule 405 of the
Securities Act, of either of the Issuers or, if it is an affiliate,
it will comply with any applicable registration and prospectus
delivery requirements of the Securities Act.
In addition, each holder of Outstanding Notes will represent to the Issuers
that
1. 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
2. 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 meeting the requirements
of the Securities Act 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 Offer. 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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