EXHIBIT 99.3
EQUISTAR CHEMICALS, LP
EQUISTAR FUNDING CORPORATION
NOTICE OF GUARANTEED DELIVERY
for Tender of All Outstanding
Unregistered 10 5/8% Senior Notes due 2011
in Exchange for
Registered 10 5/8% Senior Notes due 2011
This form, or one substantially equivalent hereto, must be used by a holder
to accept the Exchange Offer relating to the 10 5/8% Senior Notes due 2011 of
Equistar Chemicals, LP, and Equistar Funding Corporation (together, the
"Issuers"), and to tender outstanding 10 5/8% Senior Notes due 2011 (the
"Outstanding Notes") to the exchange agent under the guaranteed delivery
procedures described in "The Exchange Offer--Guaranteed Delivery Procedures" of
the Issuers' prospectus dated , 2003, and in Instruction 2 to the
related letter of transmittal. Any holder who wishes to tender their Outstanding
Notes under the guaranteed delivery procedures must ensure that The Bank of New
York, as exchange agent (the "Exchange Agent"), receives this notice of
guaranteed delivery, properly completed and duly executed, before the Expiration
Date (as defined below) of the Exchange Offer. The exchange of Outstanding Notes
for New Notes and related documentation are referred to herein as the "Exchange
Offer." Capitalized terms used but not defined herein have the meanings ascribed
to them in the Prospectus or the letter of transmittal.
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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notes tendered in the exchange offer may be withdrawn at any time before 5:00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.
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The Exchange Agent for the Exchange Offer is:
The Bank of New York
For Delivery by Mail (registered or certified mail recommended),
Overnight Delivery or by Hand:
The Bank of New York
20 Broad Street
Lower Level
New York, NY 10004
Attn:
By Facsimile Transmission (eligible institutions only):
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Attn:
Confirm by Telephone:
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Delivery of this instrument to an address other than as shown above or
transmission of instructions via a facsimile number other than the one listed
above will not constitute a valid delivery. The instructions accompanying this
notice of guaranteed delivery should be read carefully before the notice of
guaranteed delivery is completed.
This notice of guaranteed delivery is not to be used to guarantee
signatures. If a signature on a letter of transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space in the box provided on
the letter of transmittal for guarantee of signatures.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Issuers, in accordance with the
Issuers' Exchange Offer, upon the terms and subject to the conditions described
in the Prospectus and the related letter of transmittal, receipt of which is
hereby acknowledged, the principal amount of Outstanding Notes set forth below
pursuant to the guaranteed delivery procedures described in the Prospectus under
the caption "The Exchange Offer--Guaranteed Delivery Procedures" and in
Instruction 2 of the related letter of transmittal.
The undersigned hereby tenders the Outstanding Notes listed below:
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Certificate
Number(s)
(if known) of
Outstanding Notes Aggregate Aggregate
or Account Principal Principal
Number at the Amount Amount
Title of Series Book-entry Facility Represented Tendered
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Equistar Chemicals, LP and Equistar Funding Corporation
10 5/8% Senior Notes due 2011.....................................
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PLEASE SIGN AND COMPLETE
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Name(s) of Registered Holder(s) Signatures of Registered Holder(s) or Authorized Signatory
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Address
Dated , 2003
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Area Code and Telephone Number(s)
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This notice of guaranteed delivery must be signed by the registered
holder(s) of the tendered Outstanding Notes exactly as the name(s) of such
person(s) appear(s) on certificates for the Outstanding Notes or on a security
position listing as the owner of the Outstanding Notes, or by person(s)
authorized to become holder(s) by endorsements and documents transmitted with
this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information:
Please print name(s) and address(es)
Name(s):
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Capacity:
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Address(es):
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, hereby guarantees deposit with the Exchange Agent of the letter of
transmittal (or facsimile thereof or agent's message in lieu thereof), together
with the Outstanding Notes tendered hereby in proper form for transfer (or
confirmation of the book-entry transfer of such Outstanding Notes into the
Exchange Agent's account at DTC as described in the Prospectus under the caption
"The Exchange Offer--Procedures for Tendering--Book-Entry Transfer" and in the
related letter of transmittal) and any other required documents, all by 5:00
p.m., New York City time, within three business days following the Expiration
Date.
Name of Firm:
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(Authorized Signature)
Address: Name:
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(Include Zip Code) Title:
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(Please Type or Print)
Area Code and Telephone Number:
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Date: , 2003
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Do not send Outstanding Notes with this form. Actual surrender of
Outstanding Notes must be made pursuant to, and be accompanied by, a properly
completed and duly executed Letter of Transmittal and any other required
documents.
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed
and duly executed copy of this notice of guaranteed delivery (or facsimile
hereof or an agent's message and notice of guaranteed delivery in lieu hereof)
and any other documents required by this notice of guaranteed delivery with
respect to the Outstanding Notes must be received by the Exchange Agent at its
address listed herein before the Expiration Date of the Exchange Offer. The
method of delivery of this notice of guaranteed delivery and any other required
documents to the Exchange Agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by mail, holders
may wish to consider using an overnight or hand delivery service. In all cases,
sufficient time should be allowed to ensure timely delivery. For a description
of the guaranteed delivery procedures, see Instruction 2 of the letter of
transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this notice of
guaranteed delivery (or facsimile hereof) is signed by the registered holder(s)
of the Outstanding Notes referred to herein, the signature(s) must correspond
exactly with the name(s) written on the face of the Outstanding Notes without
alteration, enlargement, or any change whatsoever. If this notice of guaranteed
delivery (or facsimile hereof) is signed by a participant of DTC whose name
appears on a security position listing as the owner of the Outstanding Notes,
the signature must correspond with the name shown on the security position
listing as the owner of the Outstanding Notes.
If this notice of guaranteed delivery (or facsimile hereof) is signed
by a person other than the registered holder(s) of any Outstanding Notes listed
or a participant of the DTC, this notice of guaranteed delivery must be
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accompanied by appropriate bond powers, signed as the name(s) of the registered
holder(s) appear(s) on the Outstanding Notes or signed as the name(s) of the
participant shown on DTC's security position listing.
If this notice of guaranteed delivery (or facsimile hereof) is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation, or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing and submit with the letter of
transmittal evidence satisfactory to the Exchange Agent of such person's
authority to so act.
3. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus and this
notice of guaranteed delivery may be directed to the Exchange Agent at the
address listed on the cover page hereof. Holders may also contact their
broker-dealer, commercial bank, trust company, or other nominee for assistance
concerning the Exchange Offer.
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