OGPAR and OGX Enter into a Standstill Support Agreement

Source: www.gulfoilandgas.com 4/10/2015, Location: South America

OGPar, OGX have entered into Standstill and Settlement Support Agreement, Assumption of Affirmative and Negative Covenants and Other Arrangements with certain consenting creditors who , directly or through an intermediary, hold the majority of the convertible debentures issued by OGX under an indenture dated February 13, 2014 (as amended from time to time, the "DIP Facility") and loans under an Export Prepayment Agreement dated April 9, 2014 (as amended from time to time, the "Incremental Facility").

As previously announced in the Notice of Material Fact dated April 9, 2015, the Companies are not yet able to repay the Incremental Facility or satisfy the conditions precedent for conversion of the DIP Facility. Entry into the Standstill Support Agreements is an important step toward a potential resolution of these issues.

The Standstill Support Agreements provide that, subject to the satisfaction in full of each of the terms and conditions set forth therein, during the standstill period the Consenting Creditors will forbear, and will vote to instruct their representatives to forbear, from filing any judicial or extrajudicial claim or taking any measure to collect amounts or foreclose on any collateral (the "Collateral") under the DIP Facility or the Incremental Facility. The standstill period, unless terminated earlier due to the occurrence of a termination event, will stand until the earlier of conversion of the DIP Facility or August 15, 2015. To induce the Consenting Creditors to enter into the Standstill Support Agreements, the OGX Group will take actions to collect and preserve the value of the Collateral, including OGXs stake in BS-4 and its equity interest in Parnaiba Gas Natural S.A.

As part of the Standstill Support Agreements, Consenting Creditors under the DIP Facility have agreed that subject to satisfaction of certain conditions precedent, they will approve a settlement with OGX for the conversion of the DIP Facility into common stock of OGX on the same terms and conditions as contemplated in the DIP Facility. These conditions precedent include, among others, entry into acceptable agreements for the termination of charter, operation and maintenance arrangements with respect to FPSO OSX-3 and FPSO OSX-1 and the related abandonment costs of the Tubarao Martelo and Tubarao Azul fields respectively; the repayment or refinancing of the Incremental Facility.

OGPar and OGX will keep their respective shareholders and the market informed of any further developments on this matter.

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