CITGO Receives Required Consents in Connection with Consent Solicitations and Cash Tender Offers for its 7 7/8 percent Senior Notes due 2006 and 6 percent Senior Notes due 2011

HOUSTON - Oct. 27, 2005 --- CITGO Petroleum Corporation announced today that, as of 5 p.m., Eastern Time Wednesday, Oct. 26, 2005 (the "Consent Date"), it had received tenders and consents for approximately 90.4 percent of its outstanding 7 7/8 percent Senior Notes due 2006 (the “7 7/8 percent Notes”) and approximately 99.6 percent of its outstanding 6 percent Senior Notes due 2011 (the “6 percent Notes” and, together with the 7 7/8 percent Notes, the “Notes”). The consents received from holders of the Notes exceeded the requisite consents needed to amend the indentures under which each of the 7 7/8 percent Notes and the 6 percent Notes were issued (together, the "Indentures").  The proposed amendments to the Indentures and the terms of the tender offers and consent solicitations for the Notes are detailed in CITGO's Offer to Purchase and Consent Solicitation Statement, dated Oct. 13, 2005 (the “Offer to Purchase”).

Promptly following the Consent Date, CITGO and the trustees under the Indentures are expected to enter into supplemental indentures that will, once operative, eliminate substantially all restrictive covenants, certain events of default and certain other related provisions of the Indentures.  The supplemental indentures will not become operative unless and until payment is made for Notes accepted for purchase by CITGO pursuant to the tender offers.  CITGO's purchase of the Notes is subject to the satisfaction or waiver of various conditions, as described in the Offer to Purchase, including a financing condition. The tender offer for each series of Notes is not conditioned upon the consummation of the tender offer for the other series of Notes. The tender offers will expire at midnight Eastern Time, Wednesday, Nov. 9, 2005, subject to CITGO's right to amend, extend or terminate the tender offers at any time.

J.P. Morgan Securities Inc. is the Dealer Manager and Solicitation Agent for the tender offers and consent solicitations and may be contacted at 212-834-3424 (call collect) or 866-834-4666 (toll free). Requests for documents may be directed to Global Bondholder Services, Inc., the Information Agent, at 212-430-3774 (call collect) or 866-470-3700 (toll free).

This announcement is not an offer to purchase or the solicitation of an offer to sell the Notes. The tender offers for the Notes and the related consent solicitations are only being made pursuant to the Offer to Purchase and the related Consent and Letter of Transmittal.

 

                                                

            CITGO, based in Houston, is a refiner, transporter and marketer of transportation fuels, lubricants, petrochemicals, refined waxes, asphalt and other industrial products.  The company is owned by PDV America, Inc., an indirect wholly owned subsidiary of Petróleos de Venezuela, S.A., the national oil company of the Bolivarian Republic of Venezuela.

 

For more information visit www.citgo.com.

 

 

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