Constellation Oil Services Holding S. A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 0-00, Xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx and registered with the Luxembourg Trade and Companies’ Register under number B163424 (the “Company”), promises to pay interest on the principal amount of this Note, by increasing the principal amount of the Notes outstanding or, with respect to Notes represented by certificated notes, issuing additional Notes for the remaining amount of the interest payment (the “PIK Notes”), at a rate per annum equal to 6.250% (in each case, “PIK Interest”), in each case by rounding down to the nearest whole dollar, from November 9, 2019 until maturity. The Company will pay interest semi-annually in arrears on May 9 and November 9 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [ ]; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be November 9, 2019. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Accrued and unpaid PIK Interest will be due and payable in cash on November 9, 2030 (the “Stated Maturity”). The amount of PIK Interest shall be calculated based on the aggregate principal amount of the Notes and the PIK Notes (excluding PIK Interest to be issued on the related Interest Payment Date) outstanding on the related record date provided in this Note. Unless the context requires otherwise, references to the “principal” or “principal amount” of Notes, including for purposes of calculating any redemption price or redemption amount, includes any increase in the principal amount of the Notes as a result of a payment on the PIK Notes.
Constellation Oil Services Holding S. A.; and Constellation Overseas Ltd.
Constellation Oil Services Holding S. A. (formerly known as QGOG Constellation S.A.) (the “Parent”) and each Filing Entity (as defined in the PSA), including Serviços de Petróleo Constellation S.A. (formerly known as Queiroz Galvão Oleo e Gas S.A.), a company incorporated under the laws of the Federative Republic of Brazil (“Brazil”) with registration number 01-27 (the “Company” and, collectively with the Parent and each Filing Entity, the “Debtors”); and
Constellation Oil Services Holding S. A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 0-00, Xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx and registered with the Luxembourg Trade and Companies’ Register under number B163424 (the “Company”), promises to pay interest on the principal amount of this Note (i) on or prior to November 9, 2021, without the consent of the Holders of the Creditor Notes (and without regard to any restrictions or limitations set forth under Section 4.09 of the Indenture and Section 4.12 of the Indenture), by increasing the principal amount of the Securities outstanding or, with respect to Securities represented by certificated notes, issuing additional Securities (the “PIK Securities”) for the remaining amount of the interest payment (in each case, “PIK Interest”), at a rate per annum equal to 10.00%, in each case by rounding down to the nearest whole dollar, from the Issue Date to, but excluding, November 9, 2021 and (ii) after November 9, 2021, (A) in cash, at a rate per annum of 9.00% (“Cash Interest”) and (B) without the consent of the Holders of the Creditor Notes (and without regard to any restrictions or limitations set forth under Section 4.09 of the Indenture and Section 4.12 of the Indenture), by paying PIK Securities or issuing PIK Securities at a rate per annum equal to 1.00%, in each case by rounding down to the nearest whole dollar, from November 9, 2021 until maturity. The Company will pay interest semi-annually in arrears on May 9 and November 9 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [ ]; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be November 9, 2019. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Accrued and unpaid PIK Interest will be due and payable in cash on November 9, 2024. The amount of Cash Interest and PIK Interest shall be calculated based on the aggregate principal amount of the Securities and the PIK...
Constellation Oil Services Holding S. A.; Constellation Overseas Ltd.; and those other Filing Entities subject to the jurisdiction of the Brazilian RJ Court that may be included in the Chapter 15 Proceedings.
Constellation Oil Services Holding S. A. RJ Plan Term Sheet
Constellation Oil Services Holding S. A. (formerly known as QGOG Constellation S.A.) (the “Company”, and collectively with each other Filing Entity (as defined in the A&R PSA) (the “ “Filing Entities”)); and
Constellation Oil Services Holding S. A. (previously called QGOG CONSTELLATION S.A.), a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 0-00, xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx and registered with the Luxembourg Trade and Companies Register under number B163 424 (“Constellation”), together the “Parties” and each a “Party”.
Constellation Oil Services Holding S. A. Restructuring Term Sheet
Constellation Oil Services Holding S. A., as Issuer, the Subsidiary Guarantors from time to time party hereto, as Subsidiary Guarantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Transfer Agent and Registrar INDENTURE Dated as of [●], 2019 U.S.$[55,622,928] 10.00% PIK / Cash Senior Secured Fourth Lien Notes due 2024 TABLE OF CONTENTS Page
