Guara Norte S.à r.l. - Consent Solicitation - Launch

Guara Norte S.à r.l. announces commencement of a consent solicitation for its 5.198% Senior Secured Notes due 2034

12 MAY 2023

Full announcement including disclaimers and offer restrictions available via SGX

"LUXEMBOURG, GRAND DUCHY OF LUXEMBOURG – Guara Norte S.à r.l. (“Company,” “we,” “us,” or “our”) announced today that it is soliciting consents (the “Consent Solicitation”) from the holders of its 5.198% Senior Secured Notes due 2034 (the “Notes”) for the adoption of certain amendments (the “Proposed Amendments”) to the (i) the indenture, dated as of February 11, 2021, among the Company and Citibank, N.A., as indenture trustee, registrar, paying agent, and collateral agent (the “Indenture”), (ii) the New York accounts agreement dated as of February 17, 2021, among the Company, Citibank, N.A., as accounts bank, collateral agent and the indenture trustee (the “New York Accounts Agreement”) and (iii) the security assignment dated as of February 17, 2021 among the Company, Guara Norte Holding Ltd., as the manager, Guará Norte Operações Marítimas Ltda., as the O&M contractor and Citibank, N.A., as the collateral agent (the “Security Assignment”). The Consent Solicitation is being made pursuant to the consent solicitation statement dated May 12, 2023 (as may be amended or supplemented from time to time, the “Consent Solicitation Statement”), pursuant to which we propose making the following amendments to:

1) the Indenture (x) permitting us to amend the Charter Agreement, Services Agreement or Charter Guarantees (each as defined in the Indenture), to let us replace the Charter Guarantee of BG Energy Holdings Limited with a Charter Guarantee from Shell Brazil Holding B.V.; and (y) allowing us to make non-material amendments to the Charter Agreement without obtaining the reaffirmation from the Charter Guarantors (each such term as defined in the Indenture);

2) the New York Accounts Agreement (x) specifying that amounts of any Charter Agreement Bonuses transferred from the Bonus Reserve Account into the Revenue Collection Account shall not be transferred back to the Bonus Reserve Account and (y) permitting us to withdraw from time to time on the dates specified in the Consent Solicitation Statement all amounts on deposit in the Bonus Reserve Account and transfer such amounts to the Revenue Collection Account (including, a withdrawal of all amounts on deposit in the Bonus Reserve Account that were transferred from the Revenue Collection Account on or prior to December 15, 2022) (each such term as defined in the New York Accounts Agreement) on the dates specified in the Consent Solicitation Statement; and

3) the Security Assignment permitting the release and replacement of the security interest created thereunder in respect of BG Energy Holdings Limited’s Charter Guarantee with a security interest provided by Shell Brazil Holding B.V.

The Consent Solicitation was commenced today and will expire at 5:00 p.m., New York City time, on May 19, 2023, unless extended by the Company (each such date and time, as the same may be extended, is referred to as the “Expiration Time”). Only holders as of the Record Date (as defined in the Consent Solicitation Statement) of the applicable Notes are entitled to consent to the Proposed Amendments pursuant to the applicable Consent Solicitation."

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