June 19, 2020

The Honorable

Chief Judge Leonard Stark

U.S. District Court - Delaware

844 N. King Street, Unit 26, Room 6124

Wilmington, DE 19801-3555 Dear Judge Stark,

This communication is in reference to Crystallex International Corporation and in relation to the motions filed on July 17, 2020 by parties involved in the CITGO shares auction action to execute the writ of attachment approved by this Court. The complexity, time and the inequity involved in the proposed auction process motivated me to write this letter to respectfully suggest alternatives that are better suited to accomplish the Court's objectives in a simpler, faster and more equitable manner, in pursuit of the best interest of the parties involved; this especially with regard to the Venezuelan people.

Please note that I have labeled this communication as confidential for a practical reason: to avoid the circling of the wagons strategy that has been used in the past in the instant case to forestall efforts towards a prompt negotiated solution. I would be remiss if I did not let you know that I am a 65-year-old, dual U.S. and Venezuelan citizen with first-hand knowledge about the Venezuelan economy, its oil industry and the plight of the Venezuelan people due to the country's political and economic mismanagement. I was born and raised in Venezuela and educated in the U.S., where I earned a bachelor's degree in Finance and an MBA. My professional career in finance and business administration expands over three decades of work in Europe, the U.S. and Latin America. As you are aware, I am also a Crystallex shareholder that has followed the company through its boom and bust periods and have acquired a good deal of knowledge not only about the company's expropriation and dealings with the Republic, but also about its successes and failures in managing and resolving the expropriation issue.

Since its beginning in early 2000, the Crystallex and Venezuelan relationship has been a "cat and mouse" type of relationship in which each has taken turns in the cat and the mouse roles. It has never been a transparent and productive relationship; as it is usually the case when the participants have diametrically opposed goals. As a consequence, now as before, the resolution of their impasse will require a mediator that has the power to move their positions closer to the point where they overlap. This Court is in a unique position to make this happen. This task may be greatly facilitated

by thinking and acting out of the box. What follows are a couple of ideas I would like to contribute towards this end.

There are important facts that can be used to find an overlapping resolut ion point that are known to both parties, and which they have thus far chosen to ignore in pursuit of their self-interest . These are:

CITGO IS FUNDAMENTALLY IMPORTANT FOR VENEZUELA'S ECONOMIC RECOVERY.

The current plight of the Venezuelan people can only be relieved throug h an urgent economic recovery plan and this, in turn, is only possible through the reconstruction of their oil industry. In its best days, the country's economy relied on its oil revenues for over 90% of its GDP. Forward looking Venezu elans were keen to " sow'' the oil income to diminish the country's huge reliance on revenue from an industry notorious for its recurrent boom and bust cycles. All the efforts towards this end were completely dismantled during the Chavez and Maduro regimes. Therefore, the country will need to re-start this endeavor from scratch, and this can only be possible by increasing oil revenues to the three million barrels per day production level achieved several years ago, versus the 300 thousand barrels per day being produced currently due to the lack of investment in infrastructure and mainte nance and the U.S. sanctions

CITGO's importance in the recovery of the Republic's oil industry is determined by technological and logistical limitat ions. Venezuela's oil production today is mostly heavy oil that requires t echnology and logistical operations at refineries designed to process this type of petroleum. The heavy oil processing refining capacity around the world is limited and located mainly in Venezuela, North America and the Far East. Venezuela's four main refineries are currently inoperative due to lack of investment and maintenance and, as a result , the country must now import gasoline and other oil derivatives needed to meet its internal needs.

The U.S. market is a natural market for Venezuela ' s oil because of its proximity, and the CITGO refineries capacity to process heavy oil. China and India are alternative markets for Venezuelan heavy oil but are less profitable given the cost of transporting the oil around the world and the lower price commanded by heavy oil. The Venezuelan oil sales to CITGO result in the highest possible income to the Republic, given its vertically integrated, oil-rig-to-gas-pump distribution network, which includes the 5,000 CITGO gas stations in the U.S. Oil sales to China represent a heavy drag on Venezuela ' s oil revenue and income as a result of financing agreements for over $80 billion in loans that must be paid with oil shipments that represent a significant portion of the country's oil production.

Thus, the North American market and CITGO are fundamental pieces of Venezuela's economic recovery plan and the well-being of the Venezuelan people. To protect CITGO and its important role in an economic recovery, Venezuela has sought protection in the U.S. courts without success. This because "equity delights to do justice and not by halves" and that "he who comes into equity must come with clean hands" . The recent decision by the Supreme Court enforced these principles.

THE ALTERNATIVE OPTIONS

Enabling Crystallex to collect its rightfully obtained expropriation award does not have to involve the sale of the CITGO shares. There are at least two other viable options for Venezuela to fulfill its responsibility, as follows:

Venezuelan Beneficial Assets and Resources Under CITGO's Control

It is undisputable that CITGO belongs to the Republic, its only shareholder. Being this the case, the earnings and excess cash flow generated by CITGO can and will eventually be claimed by the Republic as dividends or capital reduction. Hence, so long as CITGO has the capacity to raise financing debt that does not imperil its business, it should be allowed to use its financing capacity to protect the business and the interests of its beneficial owner, which is ultimately the Venezuelan people according to the Venezuelan Constitution. In fact, not too long ago, CITGO borrowed billions of dollars to cover dividend and other payments to the Republic.

CITGO's balance sheet strength and cash flow generation capacity can and should be used to protect the integrity of the business and enable its rightful owner to achieve its economic recovery plans and objectives. According to the Conoco-Philips motion dated June 17, 2020, CITGO generated $1.3 billion EBITDA in 2019, and recently borrowed $1.3 billion at around 3% p.a. If the Republic could borrow today to settle its debt with Crystallex it would need to pay interest at over 30% p.a. EBITDA is a good proxy for a business' cash flow generation capacity and its ability to service and pay financing debt.

A court order giving a lender priority over the existing creditors and a temporary injunction preventing CITGO from distributing funds to its shareholder until the loan is paid off would facilitate it and make its financing costs lower. It would also help CITGO be protected from ongoing and future collection legal actions against the Republic. This option would not alter CITGO's current creditors' priorities, since the bondholders and Rosneft would not be worse off since it would maintain the status quo.

The U.S. Treasury Control Funds Worth Billions of Dollars That Belong to The Republic

The economic sanctions put in place by the U.S. and the EU governments froze Venezuelan assets such as oil sales receivables and funds in financial institutions in several countries and remain under their control. The companies and financial institutions holding these assets in custody are required to report them to the Treasury Department (OFAC) on a monthly basis. Also, the anti-corruption and money laundering efforts by the U.S. Government has resulted in the recovery of hundreds of millions of dollars on behalf of the Republic. These funds are under the control of the Treasury and the Justice Departments. The Venezuelan liquid assets under U.S. and the EU control have been estimated as follows:

Given that these countries recognize President Guaido's government as the legitimate Venezuelan government, it should have the power to access these funds for the country's benefit. Should there be any legal issues involved with the release of the frozen funds, the Treasury Department could provide the funds required as a loan, with the frozen funds as collateral, until the legal barriers can be lift ed. There is precedent for this type of financial assist ance, with a notable example being the Treasury Department's financial aid .to Mexico during its last economic crisis.

THE NEED FOR AN EFFICIENT AND EXPEDITIOUS RESOLUTIO N PROCESS

The process recommended by Crystall ex and Venezuela that revolves around the auctioning of the CITGO shares is a complex process that implies several attending issues and uncertainty . The suggestion by Conoco-Philips to appoint a receiver or similar official has great merit, if it is in fact legally viable. This because of the ability for the Court official, under the supervision of the Court and wielding its power, to access and leverage the professional knowledge, resources and time involved in a financial operation such as the CITGO financing option or the interactions with the Venezuelan and U.S. governments necessary under the frozen funds utili zat ion option.

The frozen funds option is by far the simplest and most efficient route to a prompt execution of the task at hand. It requires goodwill and good faith on the part of the U.S. and Venezuelan governments, which should be forthcoming in the interest of justice towards Crystallex and fairness towards the Venezuelan people . The CITGO financing option may be somewhat more complicated and time-consuming because of the legal act ions that the affected parties may pursue within or outside of a receivership regime. Yet, these two options are far more efficient, transparent and convenient for the parties involved than the share sale option. Importantl y, either option will not change the status quo and thus avoid the attendant issues that would arise otherwise.

Sincerely

Adelso A. Adrianza

I hope the foregoing will be of help to the Court in evaluating and reaching a decision on the best way forward in the resolution of this complex matter.