PDVSA Completes Tender Offer, Consent Solicitation for Project Bonds

Petróleos de Venezuela, S.A. has announced the successful completion of its previously announced tender offer for any and all of the outstanding 7.33% bonds due 2009 (CUSIP Nos. 156877AA0/G2025MAA9; ISIN No. USG2025MAA92) (the "2009 Bonds"), 7.90% Bonds due 2020 (CUSIP Nos. 156877AB8/G2025MAB7; ISIN No. USG2025MAB75) (the "2020 Bonds"), and 8.03% bonds due 2028 (CUSIP Nos. 156877AC6/G2025MAC5; ISIN No. USG2025MAC58) (the "2028 Bonds" and, together with the 2020 Bonds and the 2009 Bonds, collectively, the "Bonds"), issued by Cerro Negro Finance, Ltd., in connection with the Cerro Negro extra heavy crude oil project in the Orinoco Belt region, and the related consent solicitation.

Based on information provided by the depositary for the tender offer and consent solicitation, as of the expiration date at 12 midnight, New York City time, on December 27, 2007, a total of US$ 465,809,800 aggregate principal amount of Bonds, representing 99.11% of the aggregate principal amount of outstanding Bonds, were validly tendered, and the consents related thereto were validly delivered. In accordance with the terms of the tender offer and consent solicitation, PDVSA has purchased all of the Bonds validly tendered, for a total purchase price of US$ 501,140,755.74, which includes US$ 32,595,564.55 consisting of a premium over par, and accrued and unpaid interest to, but not including, the payment date. Payment of the purchase price was made today.

PDVSA also announced today that it has repaid all of the outstanding indebtedness owed to the bank lenders under the senior project loan agreement that was part of the Cerro Negro project financing and obtained the bank lenders' consent to the termination agreement described below.

As a result of obtaining the required consents from the holders of the Bonds and the bank lenders, PDVSA and the other participants in the Cerro Negro project have executed a supplemental indenture and a termination agreement which (i) eliminate substantially all of the restrictive covenants and events of default in the indenture pursuant to which the Bonds were issued and the common security agreement and other financing documents related to the Bonds (other than arising from payment defaults and failure to comply with provisions of the indenture as amended or the Bonds), (ii) release all of the collateral and security interests securing the Bonds, (iii) eliminate certain other covenants in the common security agreement and the other financing documents, (iv) terminate the common security agreement and other financing documents, (v) waive any and all prior and existing defaults under the indenture, the common security agreement and the other financing documents, and (vi) rescind any prior or existing notices of default delivered pursuant to the indenture and the common security agreement.

The tender offer and consent solicitation were made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated November 29, 2007 (the "Offer to Purchase") and related Consent and Letter of Transmittal ("Letter of Transmittal").


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