Oleo e Gas Partcpacs e Recprc Jdcl : OGX and OGPAR enter into definitive agreement with the holders of the OSX-3 Senior Secured Callable Bond Issue 2012/2015 issued by OSX-3 Leasing BV and certain lenders of the DIP Facility and IF

Rio de Janeiro, July 24th, 2017 - Óleo e Gás Participações S.A. - Em Recuperação Judicial (B3: OGXP3; OTC: OGXPY.PK) and OGX Petróleo e Gás S.A. - Em Recuperação Judicial (B3: OGSA3; OTC: OXPRY.PK) ("OGpar" and "OGX", respectively, and when together, the "Companies"), in accordance with Article 157, paragraph 4th, of Law No. 6,404/76 and CVM Rule No. 358/02, and further to the Material Fact Notices of October 28, 2016 and January 10, 2017, inform their shareholders and the market that on the date hereof, the Companies have entered into a definitive agreement ("Agreement") with their creditors (a) OSX-3 Leasing BV ("OSX-3"); (b) Nordic Trustee ASA, as the Bond Trustee for the OSX-3 Senior Secured Callable Bond Issue 2012/2015 and as assignee of OSX-3 (the "OSX-3 Bond Trustee"); (c) certain holders of debentures of the OGX 3rd issuance of secured debentures, convertible into shares, with additional fiduciary collateral, in three series (as amended or supplemented from time to time, the "DIP" and "Debentures"); and (d) certain lenders under the Export Pre-Payment Agreement dated as of June 23, 2014 (the "IF Lenders", and together with OSX-3, OSX-3 Bond Trustee and certain holders of the Debentures, the "Creditors"). Besides the Companies and the Creditors, the Agreement was also entered into by OGX Austria GmbH - Em Recuperação Judicial and OGX International GmbH - Em Recuperação Judicial and certain companies that are part of the OSX Group. The Agreement was also entered into by Settlement Shareco LP, a newly-incorporated company ("NewCo"), to which part of the credits held by the Creditors and a portion of the shares issued by OGX, as a result of the capitalization of the credits, shall be transferred, in order to certain Creditors to become shareholders of the NewCo (and they will also become direct shareholders of OGX) and NewCo to become shareholder of OGX.

The Agreement shall be implemented through (i) the capitalization, in OGX, of the credits held by OSX-3 and the IF Lenders; (ii) the conversion of the Debentures into shares issued by OGX, under the terms of the issuance deed; and (iii) the transfer, in lieu of payment (dação em pagamento), of 2/3 of the shares held by OGX in the capital stock of Eneva S.A. (approximately 4% of the outstanding shares of Eneva S.A.) to the Creditors, being 1/3 to the holders of the Debentures and to the IF Lenders jointly and 1/3 to OSX-3 (the amount of the shares of Eneva transferred in lieu of payment (dação em pagamento) shall be discounted from the amount of the capitalized credits, and shall be discounted from any amount that might be paid, up to the capitalization date, as charter to OSX-3, under the charter of FPSO OSX-3).

It will be granted to the current shareholders of OGX the preemptive right, pursuant to article 171 of Law No. 6,404/76, for the capitalization of the credits held by OSX-3 and by the IF Lenders, according to the Notice to Shareholders to be released by OGX in due time. In the event any of the current shareholders exercise their respective preemptive right, the amount deriving from such exercise shall be paid to the Creditors, pursuant to Article 171, paragraph 2 of Law No. 6,404/76.

The implementation of the Agreement with the correspondent settlement of the credits will occur in 2 steps, as described in the tables below, being Step 1 regarding the capitalization of the credits held by OSX- 3 and the IF Lenders and Step 2 regarding the conversion of the Debentures into shares of OGX.

The capital stock of OGX, upon the implementation of the Agreement, will be approximately distributed as follows:

Thus, as mentioned in the table above, after the implementation of the Agreement, OSX-3, the IF Lenders and the holders of the Debentures shall jointly hold, directly and indirectly, 95% (ninety five percent) of the total outstanding shares issued by OGX. OGPAR and the other shareholders of OGX that remain or become a shareholder up to the conclusion of the capitalization of the credits held by OSX-3 and the IF Lenders and the conversion of the Debentures shall hold the residual 5% (five percent).

As a result of the measures to be taken, OGX shall have its financial liability and its principal debt, arising from the failure in the payment of the charter of FPSO OSX-3, fully liquidated.

After the implementation of the Agreement, all existing disputes among the parties of the Agreement, in all competent jurisdictions, shall be finally settled.

The Agreement also sets forth the grant, to OSX-3, of a call option to acquire OGX's rights and interest in the Tubarão Martelo field and all assets related thereto for the aggregate amount of (i) US$ 1.00; and (ii) the Net Value of the Extraordinary CAPEX (investments made by OGX to the rejuvenation and/or expansion of the field minus the depreciation related to the field); and (iii) the total amount of the Disconnection CAPEX (investments made by OGX to the disconnection of FPSO OSX-3, after the receipt of a Charter

Agreement Termination Notice). Such option may be exercised by OSX-3 (or by OSX-3 Bond Trustee) from the closing date of the transaction provided for in the Agreement, until the date of the conclusion of the redelivery of FPSO OSX-3 to OSX-3, or within up to 5 business days of the assignment of the option to any third party, whichever occurs first.

OGX has also agreed to contribute (i) 10% of the revenue derived from the oil produced in Tubarão Martelo field, after the payment of royalties, and (ii) 10% of the proportional gross revenue proceeds attributable to OGX from the sale of oil produced at BS 4 after the payment of royalties, into an escrow account, as security for the costs of abandonment of the Tubarão Martelo field and redelivery of the FPSO OSX-3.

The Eneva shares transferred in lieu of payment (dação em pagamento) to OSX-3 may be sold and the resources arising therefrom shall be used to fund the future abandonment of the Tubarão Martelo field and redelivery of the FPSO OSX-3 to OSX-3. On the other hand, any amount of shares that is not used to pay the costs of abandonment of the Tubarão Martelo field and redelivery of the FPSO OSX-3 may be repurchased by OGX through the exercise of a call option to be granted to OGX for the total amount of R$1.00.

On the closing date of the transaction provided for in the Agreement, an amendment to the Charter Agreement shall also be entered into between OGX and OSX-3, and shall establish the commercial conditions of the charter (including the payment of the charter only in limited situations), which shall be in force between the parties until the date of the effective abandonment of Tubarão Martelo field and redelivery of the FPSO OSX-3 to OSX-3, and shall include the rules for the redelivery of the FPSO OSX-3 after the approval of the abandonment of the field by ANP, which redelivery can be requested by OSX-3 anytime.

The Agreement is subject to certain usual conditions precedent.

The management of the Companies also clarify that the Agreement derives from a long negotiation process, conducted in the best interest of the Companies, after several disputes that could lead them into a complete insolvency situation and impossibility to continue their respective activities, due to the debts that had, as a determining factor, the fall in the oil's price in the international market.

The Companies will keep the shareholders and the market informed of the implementation of the Agreement.

Rio de Janeiro, July 24th, 2017

Márcia Mainenti

Chief Financial and Investor Relations Officer