TO DEPOSITORIES, NOMINEES, CUSTODIANS, AND OTHER
INTERMEDIARIES: THIS TRANSMITTAL CONTAINS IMPORTANT
INFORMATION THAT IS OF INTEREST TO THE BENEFICIAL OWNERS OF THE
SUBJECT SECURITIES. ALL DEPOSITORIES, NOMINEES, CUSTODIANS, AND
OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO
EXPEDITE RETRANSMITTAL TO THE BENEFICIAL OWNERS OF SUCH
SECURITIES OR OTHER SUCH REPRESENTATIVES WHO ARE AUTHORIZED TO
TAKE ACTION IMMEDIATELY. YOUR FAILURE TO ACT PROMPTLY IN
COMPLIANCE WITH THIS PARAGRAPH MAY IMPAIR THE ABILITY OF THE
BENEFICIAL OWNERS ON WHOSE BEHALF YOU ACT TO TAKE APPROPRIATE
ACTIONS CONCERNING THE MATTERS DESCRIBED IN THIS NOTICE.
TO HOLDERS OF THE NOTES: YOU SHOULD READ THIS NOTICE
THOROUGHLY AND CAREFULLY. YOUR RIGHTS MAY BE AFFECTED. YOU
SHOULD DISCUSS THE INFORMATION HEREIN WITH YOUR ATTORNEY
AND/OR OTHER ADVISORS. IF YOU DO NOT HAVE AN ATTORNEY OR
ADVISOR, YOU MAY WISH TO ENGAGE ONE. YOU SHOULD NOT RELY ON THIS
NOTICE AS YOUR SOLE SOURCE OF INFORMATION.
To the Holders of the Petróleos de Venezuela, S.A.
U.S. $4,500,000,000 6.00% Notes Due 2026
716558AF8 / US716558AF83
1 The CUSIP and ISIN numbers are included herein solely for the convenience of the registered holders of the securities. No
representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers either as appearing on the securities or on
this notice.Reference is made to that certain Indenture dated as of November 15, 2013 (the
“Indenture”) with respect to those certain $4,500,000,000 6.00% notes due 2026 (the “Notes”)
by and among Petróleos de Venezuela, S.A., as issuer (the “Issuer”), PDVSA Petróleo, S.A., as
guarantor (the “Guarantor”), Law Debenture Trust Company of New York, as trustee, Citibank,
N.A., as registrar, transfer agent, and principal paying agent, and Banque Internationale à
Luxembourg, société anonyme, as Luxembourg listing agent and paying agent. Capitalized
terms used herein but not defined shall have the same meaning as in the Indenture.
Delaware Trust Company has succeeded to Law Debenture Trust Company of New
York’s role as trustee under the Indenture (the “Trustee”).
* * *
Notice of Default
Pursuant to Section 4.01(d)(1) of the Indenture, within 180 days following the end of
each fiscal year of the Issuer after the Issue Date, the Issuer is required to provide the Trustee,
the Principal Paying Agent and the Holders of the Notes with the annual consolidated financial
statements (including the notes thereto) of the Issuer, prepared in accordance with IFRS and
presented in the English language, and a report thereon by the Issuer’s certified independent
Following the end of the Issuer’s 2016 fiscal year, the Issuer did not provide these
materials within the required time period.
Pursuant to Section 5.01(d) of the Indenture, the Trustee hereby notifies each Holder that
this failure constitutes a Default, pursuant to sections 1.012 and 5.01(a)(3)3 of the Indenture.
Pursuant to Section 5.01(a)(3) of the Indenture, this Default will become an Event of
Default if it “continues for a period of 60 days after the Issuer receives written notice specifying
the default (and demanding that such default be remedied) from Holders of at least 25% of the
Outstanding principal amount of the Notes.” Pursuant to Section 5.01(b) of the Indenture,
following an Event of Default that is continuing and has not been waived, Holders of at least
25% in principal amount of Outstanding Notes may declare the principal of, and premium, if
any, accrued interest and Additional Amounts, if any, on all the Notes to be due and payable by
2 See Indenture § 1.01 (““Default” means an event or condition the occurrence of which is, or with the lapse of time
or the giving of notice or both would be, an Event of Default.”)
3 See Indenture § 5.01(a)(3) (“‘Event of Default’, wherever used herein with respect to the Notes, means any one of
the following events (which will constitute Events of Default whatever the reason for any such Event of Default and
whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or governmental body . . . (3) a default in the
observance or performance of any other covenant or agreement contained in this Indenture (other than the payment
of the principal of, or premium, if any, or interest and Additional Amounts, if any, on any Note) which default
continues for a period of 60 days after the Issuer receives written notice specifying the default (and demanding that
such default be remedied) from Holders of at least 25% of the Outstanding principal amount of the Notes . . . .”).
notice in writing to the Issuer and the Trustee specifying the Event of Default and that it is a
“notice of acceleration,” and the same shall become immediately due and payable
* * *
Issuer Waiver Request
Pursuant to the letter attached hereto as Exhibit A, the Issuer has requested that the
“waive the requirements with respect to the delivery of the end of the year
Financial Statements [as defined in Exhibit A], until August 11th., 2017,
date in which PDVSA expects to complete this audited financial
Pursuant to Section 5.01(b) of the Indenture, holders of more than 50% in aggregate
principal amount of the Outstanding Notes may waive any existing Default under the Indenture,
and its consequences, except a Default in the payment of the principal of, or premium, if any,
interest or Additional Amounts, if any, on any Notes
* * *
Holders wishing to provide the waiver requested by the Issuer, or to otherwise discuss the
contents of this notice, should contact the Trustee via email at email@example.com. Please
note that, before taking further action, the Trustee will require sufficient direction and indemnity
from the requesting party in accordance with the terms of the Indenture.
* * *
In addressing inquiries that may be directed to it, the Trustee may conclude that a specific
response to a particular inquiry from an individual Holder is not consistent with equal and full
dissemination of information to all Holders. To protect the interests of all Holders, the Trustee
may condition any response to inquiries by Holders upon the execution and delivery of a
confidentiality agreement and may determine not to disclose certain information.
Holders and other persons interested in the Notes should not rely on the Trustee, its
counsel, or any other advisors that may be retained by the Trustee, as their sole source of
information. Although this notice contains a summary of certain information, this notice is not a
complete summary or statement of such information, of relevant law, or of relevant legal
procedures and the Trustee makes no representation and accepts no responsibility or liability as
to the completeness or accuracy of the information provided herein. Holders should carefully
consider the implications of the matters described in this notice and consult with their own legal
and financial advisors.
Please note that this notice is not intended and should not be construed as investment,
accounting, financial, legal, tax, or other advice by or on behalf of the Trustee, or its directors,
officers, affiliates, agents, attorneys, or employees. Each person or entity receiving this notice
should seek the advice of its own advisors in respect of the matters set forth herein.
Please be further advised that the Trustee reserves all of the rights, powers, claims, and
remedies available to it under the Indenture and applicable law. No delay or forbearance by the
Trustee in exercising any right or remedy accruing upon the occurrence of a default, or otherwise
under the terms of the Indenture, other documentation relating thereto or under applicable law,
shall impair any such right or remedy or constitute a waiver thereof or acquiescence therein.
The Trustee expressly reserves all rights in respect of the Indenture including, without
limitation, its right to recover in full its fees and costs (including, without limitation, fees and
costs incurred or to be incurred by it in performing its duties, indemnities owing or to become
owing to it, compensation for its time spent, and reimbursement for fees and costs of counsel and
other agents it employs in performing its duties or to pursue remedies) and its right, prior to
exercising any rights or powers in connection with the Indenture at the request or direction of
any Holder, to receive security or indemnity satisfactory to it against all costs, expenses, and
liabilities which might be incurred in compliance therewith, and all rights that may be available
to it under applicable law or otherwise.
Prior to any distribution to Holders, to the extent permitted under the Indenture, funds
held by the Paying Agent and/or Trustee may be used first for payment of the fees and costs
incurred or to be incurred by the Trustee in performing its duties, as well as for any indemnities
owing or to become owing to the Trustee. This includes, but is not limited to, compensation for
Trustee time spent, and the fees and costs of counsel and other agents it employs, to pursue
remedies or other actions, including the resolution of the issues described in this notice.
Recipients of this notice are cautioned that this notice is not evidence that the Trustee will
recognize the recipient as a Holder.
Dated: August 3, 2017
Delaware Trust Company, as Trustee
Petróleos de Venezuela, S.A., as Issuer
PDVSA Petróleo, S.A., as Guarantor
Edificios Petróleos de Venezuela, Torre Este
Caracas 1050, Venezuela
Attention: Chief Financial Officer