AZURIX CORP. (Ca/CC) said on Tuesday (April 30) that it had extended the consent deadline on its previously announced tender offer for its dollar-denominated 10 3/8% Series B senior notes due 2007 and 10¾% Series B senior notes due 2010, and its sterling-denominated 10 3/8% Series A and B senior notes due 2007, and the related solicitation of noteholder consents to proposed indenture changes. Azurix said it was extending the deadline by which holders of these notes must tender and consent to receive the consent payment of 1.5% to 5.00 p.m. ET on May 1, subject to possible further extension, from the previous April 30 deadline. AS PREVIOUSLY ANNOUNCED, Azurix - a Houston-based water utility wholly owned by Enron Corp. - said on April 2 that it had begun on April 1 a cash tender offer for the dollar-denominated 10 3/8% and 10¾% notes, as well as its outstanding sterling-denominated 10 3/8% notes, plus a related solicitation of consents to proposed indenture changes. Azurix said the tender offer was undertaken in conjunction with its sale of Wessex Water Ltd. to a subsidiary of YTL Power International Bhd. Azurix said it was soliciting consents from the holders of these notes to amendments to the indenture which would permit the sale of Wessex without complying with the existing provisions and to eliminate certain covenants, restrictions and events of default, and a waiver of the timely filing of certain financial and other information. It set an expiration deadline for the offer at 5.00 p.m. ET on May 3, subject to possible extension, and initially set a consent deadline of 5 p.m. ET on April 15, which was subsequently extended. The company set a total purchase price for the notes of 88% of par (i.e., $880 per $1,000 principal amount, including a consent payment of 1.5% of par - $15 per $1,000 principal amount - for the dollar notes and £880 per £1,000 principal amount, including a consent payment of £15 per £1,000 principal amount, for the sterling notes), plus accrued and unpaid interest up to - but not including - the date of payment. The offer is conditioned on the registered holders of at least a majority of each series of the notes consenting to the proposed changes, with the Series A and Series B sterling-denominated notes together constituting one series. On April 15, Azurix announced that it had received tenders and consents from holders of a majority of its outstanding sterling-denominated 10 3/8% Series A and Series B notes. Azurix said that it had not yet received tenders and consents from holders of a majority of the holders of its dollar-denominated 10 3/8% and 10¾% notes, and was therefore extending the consent deadline to 5 p.m. ET on April 17, which was subsequently further extended several times, most recently to May 1. The tender offer deadline remained unchanged. Azurix also confirmed that its corporate parent, Enron Corp., had filed a motion with the United States Bankruptcy Court before which its chapter 11 proceeding is pending, to approve votes by its subsidiaries and employees in favor of Azurix's proposed sale of Wessex Water Ltd. A hearing on this motion was scheduled for May 2. Azurix said April 23 that it was increasing the total purchase price in its previously announced tender offer and consent solicitation for its dollar- denominated 10 3/8% series B senior notes due 2007 and 10¾% series B senior notes due 2010 to $900 per $1,000 principal amount of notes and was also upping the price for its sterling-denominated 10 3/8% series A and B senior notes due 2007 to £900 per £1,000 principal amount. Azurix also extended to 5:00 p.m. ET on April 26 the deadline by which noteholders must tender and consent to receive the consent payment of 1.5% of par that is included in the total purchase price, and also extending to 5:00 p.m. ET on May 7, the expiration date for the tender offer and consent solicitation, both deadlines subject to possible further extension. It said that noteholders who tender and deliver the related consents after the April 26 deadline would receive the increased total purchase price, minus the 1.5% of par consent payment, or a total of 88.5% of par. Although Azurix had already received tenders and consents from holders of a majority of its outstanding sterling notes, and had entered into a supplemental indenture relating to these notes, it said that holders of the sterling notes who had not already tendered but were to do so by the extended consent deadline would be entitled to receive the consent payment. It further said that tenders of the sterling notes would no longer be revocable. The company said that noteholders who had already delivered (and who had not withdrawn) their tenders and consents did not need to take any further action to receive the increased total purchase price. It said payments would be made for notes only if they are accepted for payment, which is subject to a number of conditions described in the Offer to Purchase and Consent Solicitation dated April 1, 2002, and the related Letter of Transmittal and Consent. On April 28, Azurix, in addition to again extending the consent payment deadline to April 30 (which was subsequently further extended), noted the new deadline was the close of business on the day before Enron was planning to notify the U.S. Bankruptcy Court if it is not proceeding with the May 2 hearing, which seeks the court's approval of Enron's approval of Azurix's proposed sale of Wessex Water Ltd. and the tender offer and consent solicitation. Azurix noted that on April 26 a committee representing holders of 31.74% of the outstanding senior notes of Marlin Water Trust, a beneficiary of Azurix's largest shareholder, Atlantic Water Trust, filed an objection to Enron's motion before the Bankruptcy Court. Azurix said the Marlin noteholders contend, among other things, that Azurix's paying for its Senior Notes in the tender offer and consent solicitation is not in the best interest of Atlantic Water Trust unless Azurix also pays, from proceeds of the Wessex sale, approximately $19 million in debt that Azurix owes to Atlantic Water Trust, which is among the continuing obligations of Azurix described in the official Offer to Purchase and Consent Solicitation. Salomon Smith Barney (call 800 558-3745) is acting as dealer manager of the tender offer. Mellon Investor Services (call 866 293-6625) is the information agent.

MAXCOM TELECOMUNICACIONES, SA DE CV said on Monday (April 29) that it had completed its previously announced exchange offer for its 13¾% Series B senior notes due 2007 and the related US$66.2 million private equity investment. The company said that noteholders tendered US$259.410 million principal amount of the notes, or 94.3% of all such notes outstanding. These holders received in exchange an aggregate of US$165,078,150 of zero-coupon/10% senior discount notes due 2007, as well as 26,459,820 Series N2 convertible preferred stock, with an initial liquidation preference of US$0.4927 per share and limited voting rights, in the form of Mexican Trust Certificates known as "CPOs." Following the exchange, offer, US$15.590 of the 13 2/4% notes remained outstanding. AS PREVIOUSLY ANNOUNCED, Maxcom, a Mexico City-based facilities-based competitive local exchange carrier telecommunications provider, said on March 14 that it would offer to exchange the package of new debt notes and equity for its outstanding $275 million of 13¾% notes. The company initially said the exchange offer would run through 5 p.m. ET on April 11, although this was subsequently extended. Maxcom said that in exchange for the existing notes, it was offering $175 million principal amount of new senior notes, which would be zero-coupon through March 1, 2006 and then accrue interest thereafter at an annual interest rate of 10%. Interest will be payable in cash on Sept. 1, 2006 and March 1, 2007. It said it would also offer an aggregate of 28.05 million ordinary participation certificates (CPOs), each representing one share of Series N2 convertible preferred stock with limited voting rights. The Series N2 Convertible Preferred Stock, which would represent 15.9% of the total capital stock of Maxcom, would have an initial liquidation preference of US$0.4927 per share, and limited voting rights. As part of the exchange offer, Maxcom said it was also soliciting the consent of its holders to amend the indenture governing the 13 ¾% notes to eliminate all of the restrictive covenants and certain events of default. The company said it planned to cancel its $25 million proprietary position on the 13 ¾% notes repurchased during 2001, prior to the expiration of the exchange offer. Maxcom said the purpose of the exchange offer would be to reduce its debt service burden, improve its liquidity and attract additional investment, in order to continue the buildout of its infrastructure and the growth of its business. Maxcom initially said the exchange offer would be conditioned, among other things, on the tender of at least 95% of the outstanding 13 ¾% Series B senior notes (which was subsequently reduced), not including the US$25 million already purchased by Maxcom, which had previously announced on Jan. 31 that the holders of approximately 56.8% of the 13 ¾% notes had committed to tender them in the exchange. In addition, the company said that certain shareholders of Maxcom and other investors committed to invest an additional $66.2 million into the company, subject to the completion of the exchange offer and the company's obtaining certain Mexican regulatory approvals. On April 11, Maxcom said that it had extended its offer for the 13 ¾% notes, which was to have expired on April 11, to 5 p.m. ET on April 16, which was later again extended. As of the close of business on April 11, the offer's exchange agent reported that it had received tenders representing 93.7% of the total notes outstanding, slightly less than the 95% minimum tender threshold. Maxcom also announced that the Mexican Foreign Investment Bureau had authorized the increase of non-Mexican ownership to up to 95% of its total capital stock, which was a condition to the exchange offer. On April 16, Maxcom said that it had again extended its exchange offer for the 13¾% notes from April 16 to 5 p.m. ET on April 23, subject to possible further extension. Maxcom also announced that it was amending the minimum tender condition to the exchange offer, to require that at least 93.9% of the notes be tendered as a condition of the offer's completion, versus the original minimum tender threshold of 95%. As of the close of business on April 16, the offer's exchange agent had received tenders representing 93.9% of the total notes outstanding, up slightly from the 93.7% announced on April, the last time previously when the offer had been extended, and exactly the amount of tenders needed to complete the exchange offer under the revised terms which were announced. On April 24, Maxcom said the exchange offer had expired as scheduled at 5 p.m. ET on April 23, with no further extension. As of the close of business on April 23, The Bank of New York, as the exchange agent, had received tenders representing 94.3% of the total notes outstanding. Maxcom said it advised The Bank of New York that it had accepted for exchange all the tendered notes. All withdrawal rights have terminated. Bank of New York was the Exchange Offer Agent. Citigate Dewe Rogerson (call Lucia Domville at 212 419-4166) was the information agent. Further information about the tender could also be obtained from Maxcom itself (call Jose-Antonio Solbes, Director of Investor Relations of Maxcom,

at (5255-5147-1125).Holders could also obtain copies of the offering materials by calling toll free 866 811-4114.

VINTAGE PETROLEUM, INC. (VPI) said Friday (April 26) that it sold $350 million of 8¼% Rule 144A senior notes due 2012 on Thursday. The Tulsa, Okla.-based independent energy exploration and production operator said that a portion of the net proceeds of the bond sale will be used to redeem $100 million of Vintage's outstanding $150 million of 9% senior subordinated notes due 2005, for which the company plans to initiate at closing a call for redemption. The remainder of the bond sale proceeds will be used to repay a portion of the outstanding balance under the company's revolving bank facility.

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