PDVSA Reaches Agreement with Cerro Negro Project Bondholders

Petroleos de Venezuela says that following successful negotiations it has entered into an agreement with the holders of approximately 79% in aggregate principal amount of the 7.33% bonds due 2009, 7.90% bonds due 2020 and 8.03% bonds due 2028 issued by Cerro Negro Finance, Ltd. in connection with the Cerro Negro extra-heavy crude oil project in the Orinoco Belt region, providing for PDVSA (or an affiliate) to consummate, no later than December 31, 2007, a tender offer for the Bonds at a purchase price equal to par plus accrued and unpaid interest and an amount equivalent to 33% of the redemption premium calculated under the indenture pursuant to which the Bonds were issued.

Bondholders that are parties to the agreement have agreed to tender all of their Bonds, including Bonds they subsequently acquire, subject to their ability to transfer Bonds provided the transferee already is a Lock-Up Holder or becomes a Lock-Up Holder as a condition to the transfer.

The Lock-Up Holders have also agreed not to take any action under the indenture or other financing documents, which interferes with the operation of the project in the ordinary course of business, including the exercise of any rights or remedies.

Bondholders that tender their Bonds will be deemed (i) to waive any and all defaults or prospective defaults under the indenture and the other financing documents governing the Bonds, and (ii) to consent to certain amendments and modifications thereto, including without limitation the elimination of substantially all restrictive covenants and events of default and the release of all collateral.

PDVSA's obligation to conduct and consummate the tender offer will be subject to the satisfaction of the conditions that (i) the Lock-Up Holders comply with their obligations under the lock-up agreement, and (ii) no law, regulation, court order or injunction is in effect prohibiting or preventing the tender offer, and its obligation to consummate the tender offer will be subject to the further condition that Bonds representing not less than seventy-five percent (75%) of the principal amount of all Bonds outstanding have been tendered in the tender offer.

Under the agreement, PDVSA has agreed to purchase the Bonds directly from the Lock-Up Holders no later than December 31, 2007 on the same economic terms, and subject to the same conditions (but with any necessary changes), as the tender offer, in the event that the tender offer has not been consummated by December 31, 2007 because of the failure of any condition to the tender offer (other than certain breaches of the agreement by the Lock-Up Holders) or otherwise.


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