Eastern District of New York Voluntary Petition Name of Debtor (if individual, enter Last, First, Middle): Metro Fuel Oil Corp. Name of Joint Debtor (Spouse) (Last, First, Middle):
All Other Names used by the Debtor in the last 8 years (include married, maiden, and trade names): fka Newtown Realty Associates, Inc.; fka Frater Fuel Company; fka Sparbro Fuel Oil; fka Rocky & Marciano Fuel Oil; fka Northside Fuel; fka Dan-Paul Fuel Oil; fka Henjes Company; fka Seasons Fuel Oil All Other Names used by the Joint Debtor in the last 8 years (include married, maiden, and trade names):
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN (if more than one, state all): 11-2658894 Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN (if more than one, state all):
Street Address of Debtor (No. and Street, City, and State):
500 Kingsland Avenue Brooklyn, New York
ZIP CODE 11222
Street Address of Joint Debtor (No. and Street, City, and State):
ZIP CODE
County of Residence or of the Principal Place of Business: Kings County County of Residence or of the Principal Place of Business:
Mailing Address of Debtor (if different from street address):
ZIP CODE
Mailing Address of Joint Debtor (if different from street address):
ZIP CODE
Location of Principal Assets of Business Debtor (if different from street address above):
ZIP CODE
Type of Debtor (Form of Organization) (Check one box.) Nature of Business (Check one box.) Health Care Business Single Asset Real Estate as defined in 11 U.S.C. 101(51B) Railroad Stockbroker Commodity Broker Clearing Bank Other Energy Tax-Exempt Entity (Check box, if applicable.) Debtor is a tax-exempt organization under title 26 of the United States Code (the Internal Revenue Code). Chapter of Bankruptcy Code Under Which the Petition is Filed (Check one box.) Individual (includes Joint Debtors) See Exhibit D on page 2 of this form. Corporation (includes LLC and LLP) Partnership Other (If debtor is not one of the above entities, check this box and state type of entity below.)
Chapter 15 Debtors Country of debtors center of main interests: Each country in which a foreign proceeding by, regarding, or against debtor is pending:
Chapter 7 Chapter 9 Chapter 11 Chapter 12 Chapter 13 Chapter 15 Petition for Recognition of a Foreign Main Proceeding Chapter 15 Petition for Recognition of a Foreign Nonmain Proceeding
Nature of Debts (Check one box.) Debts are primarily consumer debts, defined in 11 U.S.C. 101(8) as "incurred by an individual primarily for a personal, family, or household purpose." Debts are primarily business debts. Filing Fee (Check one box.) Full Filing Fee attached. Filing Fee to be paid in installments (applicable to individuals only) Must attach signed application for the court's consideration certifying that the debtor is unable to pay fee except in installments. Rule 1006(b). See Official Form 3A. Filing Fee waiver requested (applicable to chapter 7 individuals only). Must attach signed application for the court's consideration. See Official Form 3B. Chapter 11 Debtors Check one box: Debtor is a small business debtor as defined in 11 U.S.C. 101(51D). Debtor is not a small business debtor as defined in 11 U.S.C. 101(51D). Check if: Debtor's aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,343,300 (amount subject to adjustment on 4/01/13 and every three years thereafter).
Check all applicable boxes: A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. 1126(b). Statistical/Administrative Information Debtor estimates that funds will be available for distribution to unsecured creditors. Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors. THIS SPACE IS FOR COURT USE ONLY Estimated Number of Creditors
1-49
50-99
100-199
200-999
1,000- 5,000
5,001- 10,000
10,001- 25,000
25,001- 50,000
50,001- 100,000
Over 100,000
Estimated Assets
$0 to $50,000
$50,001 to $100,000
$100,001 to $500,000
$500,001 to $1 million
$1,000,001 to $10 million
$10,000,001 to $50 million
$50,000,001 to $100 million
$100,000,001 to $500 million
$500,000,001 to $1 billion
More than $1 billion
Estimated Liabilities
$0 to $50,000
$50,001 to $100,000
$100,001 to $500,000
$500,001 to $1 million
$1,000,001 to $10 million
$10,000,001 to $50 million
$50,000,001 to $100 million
$100,000,001 to $500 million
$500,000,001 to $1 billion
More than $1 billion
Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17 B1 (Official Form 1) (12/11) Page 2
Voluntary Petition (This page must be completed and filed in every case) Name of Debtor(s): Metro Fuel Oil Corp. All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet.) Location Where Filed: Case Number:
Date Filed:
Location Where Filed: Case Number:
Date Filed:
Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet.) Name of Debtor: See attached Schedule 1 Case Number: See attached Schedule 1 Date Filed:
District: Eastern District of New York Relationship:
Judge:
Exhibit A (To be completed if debtor is required to file periodic reports (e.g., forms 10K and 10Q) with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and is requesting relief under chapter 11.) Exhibit B (To be completed if debtor is an individual whose debts are primarily consumer debts.) I, the attorney for the petitioner named in the foregoing petition, declare that I have informed the petitioner that [he or she] may proceed under chapter 7, 11, 12, or 13 of title 11, United States Code, and have explained the relief available under each such chapter. I further certify that I have delivered to the debtor the notice required by 11 U.S.C. 342(b). Exhibit A is attached and made a part of this petition. X Signature of Attorney for Debtor(s) (Date) Exhibit C Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety? Yes, and Exhibit C is attached and made a part of this petition. No. Exhibit D (To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.) Exhibit D, completed and signed by the debtor, is attached and made a part of this petition. If this is a joint petition: Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.
Information Regarding the Debtor - Venue (Check any applicable box) Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District. There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District. Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief sought in this District. Certification by a Debtor Who Resides as a Tenant of Residential Property (Check all applicable boxes.) Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)
(Name of landlord that obtained judgment)
(Address of landlord)
Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and Debtor has included in this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of the petition. Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. 362(1)). Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17 BI (Official Fonn I) (12111) Page 3 Voluntary Petition Name of Debtor(s): fIhis page must be completed andfiled in every case) Metro Fuel Oil Corp. Signatures Signature(s) of Debtor(s) (Individual/Joint) I declare under penalty of perjury that the information provided in this petition is true and correct. [If petitioner is an individual whose debts are primarily consumer debts and has chosen to file under chapter 7) I am aware that I may proceed under chapter 7, II, 12 or 13 of title II, United States Code, understand the relief available under each such chapter, and choose to proceed under chapter 7. [If no attorney represents me and no bankruptcy petition pre parer signs the petition) I have obtained and read the notice required by II U.S.C. 342(b). I request relief in accordance with the chapter of title II, United States Code, specified in this petition. X ____________________________________________ _ Signature of Debtor
Signature of Joint Debtor Telephone Number (If not represented by attorney) Date Signature of Attorney* X /s/ Christopher J. Marcus Signature of Attorney for Debtor(s) Christopher J. Marcus Printed Name of Attorney for Debtor(s) Kirkland & Ellis LLP Firm Name 601 Lexington Avenue, New York, New York 10022-4611 Address (212) 446-4800 Telephone Number September 27, 2012 Date "In a case in which 707(b)(4)(D) applies, this signature also constitutes a certification that the attorney has no knowledge after an inquiry that the information in the schedules is incorrect. Signature of Debtor (CorporationlPartnership) I declare under penalty of perjury that the information provided in this petition is true and correct, and that I have been authorized to file this petition on behalf of the debtor. The debtor requests relief in accordance with the chapter of title II, United States Code, specified in this petition. X . Signature of Authorized Individual PaulJ.Pullo Printed Name of Authorized Individual Authorized Signatory Title of Authorized Individual September 27, 2012 Date Signature of a Foreign Representative I declare under penalty of perjury that the information provided in this petition is true and correct, that I am the foreign representative of a debtor in a foreign proceeding, and that I am authorized to file this petition. (Check only one box.) D I request relief in accordance with chapter 15 of title II, United States Code. Certified copies of the documents required by II U.S.c. 1515 are attached. D Pursuant to 11 U.S.C. 1511, I request relief in accordance with the chapter of title II specified in this petition. A certified copy of the order granting recognition of the foreign main proceeding is attached. x
(Signature of Foreign Representative) (Printed Name of Foreign Representative) Date Signature of Non-Attorney Bankruptcy Petition Preparer I declare under penalty of perjury that: (I) I am a bankruptcy petition preparer as defined in II U.S.C. 110; (2) I prepared this document for compensation and have provided the debtor with a copy of this document and the notices and information required under II U.S.C. 110(b), 110(h), and 342(b); and, (3) if rules or guidelines have been promulgated pursuant to II U.S.C. 110(h) setting a maximum fee for services chargeable by bankruptcy petition preparers, I have given the debtor notice of the maximum amount before preparing any document for filing for a debtor or accepting any fee from the debtor, as required in that section. Official form 19 is attached. Printed Name and title, if any, of Bankruptcy Petition Preparer Social Security number (If the bankruptcy petition preparer is not an individual, state the Social Security number of the officer, principal, responsible person or partner of the bankruptcy petition preparer. )(Required by II U.S.C. 110.) Address ____________________________________ ___ Signature Date Signature of bankruptcy petition preparer or officer, principal, responsible person, or partner whose Social Security number is provided above. Names and Social Security numbers of all other individuals who prepared or assisted in preparing this document unless the bankruptcy petition preparer is not an individual. If more than one person prepared this document, attach additional sheets conforming to the appropriate official form of each person. A bankruptcy petition pre parer 's failure to comply with the provisions of title 11 and the Federal Rules of Bankruptcy Procedure may result in fines or imprisonment or both 11 u.s.c. 110; 18 u.s.c. 156. Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
Schedule 1 Pending Bankruptcy Cases Filed by the Debtors and Affiliates of the Debtor On the date hereof, each of the entities listed below (collectively, the Debtors) filed a petition in this court for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court. The Debtors have moved for joint administration of these cases under the case number assigned to the chapter 11 case of Metro Fuel Oil Corp. 1. Metro Fuel Oil Corp. 2. Metro Terminals Corp. 3. Metro Terminals of Long Island, LLC 4. Metro Biofuels, LLC 5. Metro Energy Group LLC 6. Metro Plumbing Services Corp. 7. Apollo Petroleum Transport, LLC 8. Kings Land Realty, Inc. 9. Apollo Pipeline, LLC 10. Apollo Petroleum Transport, Inc.
Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK www.nyeb.uscourts.gov STATEMENT PURSUANT TO LOCAL BANKRUPTCY RULE 1073-2(b) DEBTOR(S): Metro Fuel Oil Corp. CASE NO.: Pursuant to Local Bankruptcy Rule 1073-2(b), the debtor (or any other petitioner) hereby makes the following disclosure concerning Related Cases, to the petitioners best knowledge, information and belief: [NOTE: Cases shall be deemed Related Cases for purposes of E.D.N.Y. LBR 1073-1 and E.D.N.Y. LBR 1073-2 if the earlier case was pending at any time within eight years before the filing of the new petition, and the debtors in such cases: (i) are the same; (ii) are spouses or ex-spouses; (iii) are affiliates, as defined in 11 U.S.C. 101(2); (iv) are general partners in the same partnership; (v) are a partnership and one or more of its general partners; (vi) are partnerships which share one or more common general partners; or (vii) have, or within 180 days of the commencement of either of the Related Cases had, an interest in property that was or is included in the property of another estate under 11 U.S.C. 541(a).] NO RELATED CASE IS PENDING OR HAS BEEN PENDING AT ANY TIME. THE FOLLOWING RELATED CASE(S) IS PENDING OR HAS BEEN PENDING: 1. CASE NO.: JUDGE: DISTRICT/DIVISION: CASE STILL PENDING (Y/N):_____ [If closed] Date of closing: _____ CURRENT STATUS OF RELATED CASE: (Discharged/awaiting discharge, confirmed, dismissed, etc.) MANNER IN WHICH CASES ARE RELATED (Refer to NOTE above): REAL PROPERTY LISTED IN DEBTORS SCHEDULE A (REAL PROPERTY) WHICH WAS ALSO LISTED IN SCHEDULE A OF RELATED CASE:
2. CASE NO.: JUDGE: DISTRICT/DIVISION: CASE STILL PENDING (Y/N): [If closed] Date of closing: CURRENT STATUS OF RELATED CASE: (Discharged/awaiting discharge, confirmed, dismissed, etc.) MANNER IN WHICH CASES ARE RELATED (Refer to NOTE above): REAL PROPERTY LISTED IN DEBTORS SCHEDULE A (REAL PROPERTY) WHICH WAS ALSO LISTED IN SCHEDULE A OF RELATED CASE:
Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
DISCLOSURE OF RELATED CASES (contd)
3. CASE NO.: JUDGE: DISTRICT/DIVISION: CASE STILL PENDING (Y/N):_____ [If closed] Date of closing: CURRENT STATUS OF RELATED CASE: (Discharged/awaiting discharge, confirmed, dismissed, etc.) MANNER IN WHICH CASES ARE RELATED (Refer to NOTE above): REAL PROPERTY LISTED IN DEBTORS SCHEDULE A (REAL PROPERTY) WHICH WAS ALSO LISTED IN SCHEDULE A OF RELATED CASE:
NOTE: Pursuant to 11 U.S.C. 109(g), certain individuals who have had prior cases dismissed within the preceding 180 days may not be eligible to be debtors. Such an individual will be required to file a statement in support of his/her eligibility to file. TO BE COMPLETED BY DEBTOR/PETITIONER'S ATTORNEY, AS APPLICABLE: I am admitted to practice in the Eastern District of New York (Y/N): CERTIFICATION (to be signed by pro se debtor/petitioner or debtor/petitioner's attorney, as applicable): I certify under penalty of perjury that the within bankruptcy case is not related to any case now pending or pending at any time, except as indicated elsewhere on this form. _/s/ Christopher J. Marcus____________ _______________________________________ Signature of Debtors Attorney Signature of Pro Se Debtor/Petitioner _______________________________________ Mailing Address of Debtor/Petitioner _______________________________________ City, State, Zip Code _______________________________________ Email Address _______________________________________ Area Code and Telephone Number Failure to fully and truthfully provide all information required by the E.D.N.Y. LBR 1073-2 Statement may subject the debtor or any other petitioner and their attorney to appropriate sanctions, including without limitation conversion, the appointment of a trustee or the dismissal of the case with prejudice. NOTE: Any change in address must be reported to the Court immediately IN WRITING. Dismissal of your petition may otherwise result. USBC - 17 Rev 09/15/11
Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK
CONSOLIDATED LIST OF CREDITORS HOLDING THE TOP 30 LARGEST UNSECURED CLAIMS The above-captioned debtors and debtors in possession (collectively, the Debtors) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code. The following is the consolidated list of the Debtors creditors holding the 30 largest unsecured claims (the Consolidated List) based on the Debtors books and records as of approximately September 21, 2012. The Consolidated List is prepared in accordance with Rule 1007(d) of the Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rule 1007-1 for filing in these chapter 11 cases. The Consolidated List does not include (1) persons who come within the definition of insider set forth in 11 U.S.C. 101(31) or (2) secured creditors. None of these creditors are minor children. The information contained herein shall neither constitute an admission of liability by, nor is it binding on, the Debtors. The information herein, including the failure of the Debtors to list any claim as contingent, unliquidated or disputed, does not constitute a waiver of the Debtors right to contest the validity, priority or amount of any claim. Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
NAME OF CREDITOR, COMPLETE MAILING ADDRESS, AND EMPLOYEE, AGENT, OR DEPARTMENT OF CREDITOR FAMILIAR WITH CLAIM NATURE OF CLAIM (bond debt, trade debt, bank loan, government contracts, etc.) INDICATE IF CLAIM IS CONTINGENT, UNLIQUIDATED, DISPUTED, OR SUBJECT TO SETOFF AMOUNT OF CLAIM (if secured, also state value of security) 1. Bayside Fuel Oil Depot Corp. PO Box 140128 1776 Shore Parkway Brooklyn, NY 11385 Trade AP
$5,716,492.00 2. Amerada Hess Corp. 1 Hess Plaza Woodbridge, NJ 07095-0961 Throughput Unliquidated/Disputed $3,408,505.00 3. NIC Holding Corp. 25 Melville Park Road Suite 210 Melville, NY 30348-5243 Trade AP $2,588,230.00 4. Global Companies LLC PO Box 9161 Waltham, MA 11372 Throughput Unliquidated/Disputed $1,632,787.00 5. Buckeye Pipeline 5 Tek Park 9999 Hamilton Blvd. Breinigsville, PA 18031 Throughput Unliquidated/Disputed $1,173,305.00 6. Phillips 66 Company 22342 Network Pl Chicago, IL 60673-1223 Trade AP $486,038.00 7. Motiva Enterprises LLC PO Box 201755 Houston, TX 77216 Trade AP $363,254.00 8. Safety-Kleen Systems, Inc. PO Box 975201 Dallas, TX 75397-5201 Trade AP $240,504.00 9. Leonard Engineering 505 Milltown Road North Brunswick, NJ 08902-3326 Trade AP
$238,178.00 10. Spot Market Petroleum Inc. 160 Jewel Street Brooklyn, NY 11222 Customer Deposit Unliquidated/Disputed $230,000.00 11. Agostino & Associates, PC 14 Washington Place Hackensack, NJ 07601 Trade AP Unliquidated/Disputed $200,000.00 12. Greenpoint Truckstop, Inc. 278 Greenpoint Avenue Brooklyn, NY 11222 Customer Deposit $90,000.00 13. Control Associates Inc. PO Box 827025 Philadelphia, PA 19182 Trade AP Unliquidated/Disputed $77,590.00 Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
NAME OF CREDITOR, COMPLETE MAILING ADDRESS, AND EMPLOYEE, AGENT, OR DEPARTMENT OF CREDITOR FAMILIAR WITH CLAIM NATURE OF CLAIM (bond debt, trade debt, bank loan, government contracts, etc.) INDICATE IF CLAIM IS CONTINGENT, UNLIQUIDATED, DISPUTED, OR SUBJECT TO SETOFF AMOUNT OF CLAIM (if secured, also state value of security) 14. Valero Marketing and Supply Co. PO Box 696000 Long Island City, NY 11101 Trade AP $77,477.00 15. Cremer & Associates 445 Broadhollow Road, Suite 216 Melville, NY 43218-2564 Trade AP $63,000.00 16. ADC Wholesale Fuel Inc. 731 Main Street New Rochelle, NY 10801 Customer Deposit $50,000.00 17. Sulzer Chemtech USA, Inc. PO Box 849923 Dallas, TX 75284-9923 Trade AP Unliquidated/Disputed $46,560.00 18. Advanced Digital Data PO Box 95000-3710 Philadelphia, PA 19195-0001 Trade AP $46,065.00 19. Big Apple Energy 6800 Jericho Turnpike Syosset, NY 11791 Trade AP $44,491.00 20. Eastern Aviation Fuels, Inc. 601 McCarthy Blvd New Bern, NC 28562 Trade AP $43,025.00 21. Ultra Green 141 West Jackson Blvd Suite 3736 Chicago, IL 60604 Trade AP $42,412.00 22. Kirby Offshore Marine Operating, LLC PO Box 204039 Houston, TX 77216-4039 Trade AP $42,066.00 23. Amaf Burner & Control Supply 146-57 Horace Harding Expressway Flushing, NY 11367 Trade AP $40,978.00 24. Norton & Associates, LLC 8 West 40th Street 12th Floor New York, NY 01013 Trade AP $36,301.00 25. Mayer Mablin 41-01 36 th Street Long Island City, NY 11101 Trade AP $29,905.00
26. Blackman Plumbing Supply Co., Inc. PO Box 9400 Uniondale, NY 11555-9100 Trade AP $25,375.00 27. Poling Cutler Marine Transportation 18 Breckenridge Court Freehold, NJ 07728 Trade AP $24,139.00 Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
NAME OF CREDITOR, COMPLETE MAILING ADDRESS, AND EMPLOYEE, AGENT, OR DEPARTMENT OF CREDITOR FAMILIAR WITH CLAIM NATURE OF CLAIM (bond debt, trade debt, bank loan, government contracts, etc.) INDICATE IF CLAIM IS CONTINGENT, UNLIQUIDATED, DISPUTED, OR SUBJECT TO SETOFF AMOUNT OF CLAIM (if secured, also state value of security) 28. Marcy Tire Inc. 398 Wallabout Street Brooklyn, NY 11206 Trade AP $21,912.00 29. Atlantech Distribution, Inc. PO Box 60838 Charlotte, NC 28260 Trade AP $20,091.00 30. MGY Mechanical LLC 520 Wittich Terrace River Vale, NJ 07675 Trade AP $20,000.00
Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17 DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF THE DEBTORS Pursuant to 28 U.S.C. 1746, I, Paul J. Pullo, the duly qualified and authorized signatory of Metro Fuel Oil Corp. and its debtor affiliates, declare under penalty of perjury that I have reviewed the Consolidated List and that it is true and correct to the best of my information and belief. Dated: Brooklyn, New York September 27,2012 Paul J. Pullo Authorized Signatory Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK In re: METRO FUEL OIL CORP., ) ) Chapter 11 ) ) Case No. 12-__ ) Debtor. ) Joint Administration Requested -------------------------------) LIST OF EQUITY SECURITY HOLDERS Metro Fuel Oil Corp. Gene Pullo 46% Metro Fuel Oil Corp. Paul Pullo Sr. 8% DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF THE DEBTORS I, Paul J. PuIlo, the undersigned authorized signatory of Metro Fuel Oil Corp., named as the debtor in this case, declare under penalty of perjury that I have read the foregoing list of equity security holders and that it is true and correct to the best of my information and belief. Dated: Brooklyn, New York September 27, 2012 Paul J. Pullo Authorized Signatory This list serves as the disclosure required to be made by the debtor pursuant to Rule 1007 of the Federal Rules of Bankruptcy Procedure. All equity positions listed are based on information and belief as of the filing date. Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
K&E 23889578 RESOLUTION OF THE GOVERNING BODY OF METRO FUEL OIL CORP. AND CERTAIN OF ITS AFFILIATES At a telephonic meeting on September 26, 2012 of the board of directors, board of managers, members or other governing body (collectively, the Governing Body) of each of: Metro Fuel Oil Corp.; Metro Terminals Corp.; Metro Terminals of Long Island, LLC; Metro Biofuels, LLC; Metro Energy Group LLC; Metro Plumbing Services Corp.; Apollo Petroleum Transport, LLC; Apollo Petroleum Transport, Inc.; Kings Land Realty, Inc.; and Apollo Pipeline, LLC; each, a New York (or in the case of Metro Energy Group LLC, a New Jersey) entity (each a Company and, collectively, the Companies), upon a motion duly made and seconded, took the following actions and adopted the following resolutions: WHEREAS, all members of the Governing Body of the Companies were present and could hear each other; WHEREAS, the Governing Body has had the opportunity to consult with the management and the legal and financial advisors of the Companies to fully consider each of the strategic alternatives available to the Companies; and WHEREAS, the Governing Body desires to approve the following resolutions. I. Voluntary Petitions Under the Provisions of the Bankruptcy Code NOW THEREFORE, BE IT RESOLVED, that the Governing Body has determined, in light of current circumstances and after consultation with the Companies legal and financial advisors, that it is in the best interests of the Companies, their creditors and other parties in interest for the Governing Body to authorize the Companies to file voluntary petitions for relief (a Chapter 11 Case) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code); and be it further RESOLVED, that that the officers of each Company (each a Designated Officer) in each case acting singly or jointly, be, and they hereby are, authorized, empowered and directed to execute and file in the name and on behalf of each Company, and under its corporate seal or otherwise, all petitions, schedules, lists and other motions, papers or documents, and to take any and all management action necessary, appropriate, desirable or proper in connection with a Chapter 11 Case, including, without limitation, any action necessary to maintain the ordinary course operation of each Companys business, including any actions necessary to retain any professionals deemed necessary by management (including, without limitation, Kirkland & Ellis LLP, AP Services, LLC and Epiq Bankruptcy Solutions, LLC) to assist each Company in a Chapter 11 Case and in carrying out their duties under the provisions of the Bankruptcy Code. Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
2 K&E 23889578 RESOLVED, that David Johnston is hereby appointed Chief Restructuring Officer of the Companies and Thomas Studebaker is hereby appointed Chief Financial Officer of the Companies, each to serve at the pleasure of the relevant Governing Body and each to be vested with the authority of an officer or its equivalent of each of the Companies. II. Debtor in Possession Financing NOW, THEREFORE, BE IT RESOLVED, that the Companies will obtain benefits from the incurrence of the indebtedness and obligations under that certain 90-Day Post-Petition Debtor-in-Possession Financing Facility, as evidenced by that certain Term Sheet for 90-Day Post-Petition Debtor-in- Possession Financing Facility (as the same may be amended, modified or supplemented, the DIP Term Sheet), by and among Metro Fuel Oil Corp., Metro Terminals Corp., and Metro Terminals of Long Island, LLC, as Borrowers, Metro BioFuels, LLC, Metro Plumbing Services Corp., Apollo Petroleum Transport, LLC, Apollo Pipeline, LLC, Kings Land Realty Inc., and Metro Energy Group LLC as Guarantors, and Third Avenue Special Situations (Master) Fund, L.P. or one or more of its affiliated funds (Third Avenue), and Zell Credit Opportunities Master Fund, L.P. or one or more of its affiliated funds (Zell, together with Third Avenue, the DIP Lenders) as lenders, and the occurrence and consummation of the transactions contemplated by the DIP Term Sheet, the DIP Documentation (as defined in the DIP Term Sheet and hereinafter referred to as the DIP Documentation) and the other Financing Documents (as defined below), as applicable, which are necessary and appropriate to the conduct, promotion and attainment of the business of the Companies; and be it further RESOLVED, that the form, terms and provisions of the DIP Term Sheet, the other applicable DIP Documentation to which each Company is or will be a party, the grant of security interests, the borrowings, any guaranties of indebtedness thereunder and the transactions contemplated thereby be, and hereby are authorized, adopted and approved, and any Designated Officer of any Company is hereby authorized and empowered, in the name of and on behalf of such Company, to take such actions and negotiate or cause to be prepared and negotiated and to execute, deliver, perform and cause the performance of, each of the Term Sheet, the other DIP Documentation to which such Company is or will be a party, and such other agreements, certificates, instruments, receipts, petitions, motions or other papers or documents to which such Company is or will be a party (collectively with the DIP Documentation, the Transaction Documents), incur and pay or cause to be paid all fees and expenses and engage such persons, in each case, in the form or substantially in the form thereof submitted to the Governing Body, with such changes, additions and modifications thereto as the officer of such Company executing the same shall approve, such approval to be conclusively evidenced by such officers execution and delivery thereof; and be it further RESOLVED, that the Companies, as debtors and debtors in possession Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
3 K&E 23889578 under the Bankruptcy Code be, and hereby are, authorized to incur the DIP Obligations (as defined in the DIP Term Sheet) and to undertake any and all related transactions on substantially the same terms as contemplated under the DIP Term Sheet and the other Transaction Documents (collectively, the Financing Transactions), including granting liens on their assets to secure such DIP Obligations; and be it further RESOLVED, that the Designated Officers be, and each of them hereby is, authorized and directed, and each of them, acting alone, hereby is, authorized, directed and empowered in the name of, and on behalf of, each Company, as a debtor and debtor in possession, to take such actions as in their discretion is determined to be necessary, desirable or appropriate and execute and deliver (a) the DIP Documentation and the other applicable Transaction Documents and such agreements, certificates, instruments, guaranties, notices and any and all other documents, including, without limitation, any amendments to any Transaction Documents (collectively, the Financing Documents); (b) such other instruments, certificates, notices, assignments and documents as may be reasonably requested by the DIP Lenders; and (c) such forms of deposit, account control agreements, officers certificates and compliance certificates as may be required by the DIP Documentation or any other Financing Document; and be it further RESOLVED, that the Designated Officers be, and hereby are, authorized, directed and empowered in the name of, and on behalf of, the Companies to file or to authorize the DIP Lenders to file any Uniform Commercial Code (the UCC) financing statements, any other equivalent filings, any intellectual property filings and recordation and any necessary assignments for security or other documents in the name of the Companies that the DIP Lenders deem necessary or convenient to perfect any lien or security interest granted under the DIP Documentation, including any such UCC financing statement containing a generic description of collateral, such as all assets, all property now or hereafter acquired and other similar descriptions of like import, and to execute and deliver, and to record or authorize the recording of, such mortgages and deeds of trust in respect of real property of the Companies and such other filings in respect of intellectual and other property of the Companies, in each case as the DIP Lenders may reasonably request to perfect the security interests of the DIP Lenders under the DIP Documentation; and be it further RESOLVED, that the Designated Officers be, and hereby are, authorized, directed and empowered in the name of, and on behalf of, the Companies to take all such further actions, including, without limitation, to pay or approve the payment of all fees and expenses payable in connection with the Financing Transactions and all fees and expenses incurred by or on behalf of the Companies in connection with the foregoing resolutions, in accordance with the terms of the Financing Documents, which shall in their sole judgment be necessary, proper or advisable to perform the Companies obligations under or in connection with the DIP Documentation or any of the other Financing Documents and the transactions Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
4 K&E 23889578 contemplated therein and to carry out fully the intent of the foregoing resolutions; and be it further RESOLVED, that the Designated Officers be, and hereby are, authorized, directed and empowered in the name of, and on behalf of, the Companies, to execute and deliver any amendments, supplements, modifications, renewals, replacements, consolidations, substitutions and extensions of the DIP Documentation or any of the Financing Documents or to do such other things which shall in their sole judgment be necessary, desirable, proper or advisable to give effect to the foregoing resolutions, which determination shall be conclusively evidenced by their execution thereof. III. Further Actions and Prior Actions NOW THEREFORE, BE IT RESOLVED, that in addition to the specific authorizations heretofore conferred upon each of the Designated Officers or their designees shall be, and each of them, acting alone, hereby is, authorized, directed and empowered, in the name of, and on behalf of, the Companies, to take or cause to be taken any and all such further actions, to execute and deliver any and all such agreements, certificates, instruments and other documents and to pay all expenses, including filing fees, in each case as in such officer or officers judgment shall be necessary or desirable to fully carry out the intent and accomplish the purposes of the resolutions adopted herein; and be it further RESOLVED, that the Designated Officers be, and each hereby is, authorized, directed and empowered, in the name of and on behalf of, each Company and under its corporate seal or otherwise, to prepare, execute and deliver and to file with appropriate organizations, or to cause to be prepared, executed, delivered and filed, all such agreements, documents, certificates, instruments and other papers and to do or cause to be done all such acts and things, as may be necessary, appropriate or desirable to effectuate the purpose and intent of the foregoing resolutions, including to make such changes to said documents as such individual may determine, upon the advice of counsel, to be necessary, appropriate or desirable, such Designated Officers execution and delivery thereof to be conclusive evidence of such Designated Officers approval, and any such action taken by such Designated Officer prior to the date hereof is hereby ratified, confirmed and approved in all respects; and be it further RESOLVED, that any Designated Officer of the Companies be, and each hereby is, authorized, empowered and directed, in the name and on behalf of each Company and under its corporate seal or otherwise, to prepare, execute and deliver and to file with appropriate organizations, or to cause to be prepared, executed, delivered and filed, all such agreements, documents, certificates, instruments and other papers and to do or cause to be done all such acts and things, as may be necessary, appropriate or desirable to effectuate the purpose and intent of the foregoing resolutions, including to make such changes to said documents as such individual may determine, upon the advice of counsel, to be Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
5 K&E 23889578 necessary, appropriate or desirable, such Designated Officers execution and delivery thereof to be conclusive evidence of such Designated Officers approval, and any such action taken prior to the date hereof by such Designated Officer is hereby ratified, confirmed and approved in all respects; and be it further RESOLVED, that all members of the Governing Body of the Companies have received sufficient notice of the actions and transactions relating to the matters contemplated by the foregoing resolutions, as may be required by the organizational documents of the Companies, or hereby waive any right to have received such notice; and be it further RESOLVED, that all acts, actions and transactions relating to the matters contemplated by the foregoing resolutions done in the name of and on behalf of the Companies, which acts would have been approved by the foregoing resolutions except that such acts were taken before the adoption of these resolutions, are hereby in all respects approved and ratified as the true acts and deeds of the Companies with the same force and effect as if each such act, transaction, agreement or certificate had been specifically authorized in advance by resolution of the Governing Body and that the Designated Officer did execute the same. *** Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
6 K&E 23889578 CERTIFICATE The undersigned, Paul J. Pullo, a Designated Officer of each of the following (each a Company and, collectively, the Companies): Metro Fuel Oil Corp.; Metro Terminals Corp.; Metro Terminals of Long Island, LLC; Metro Biofuels, LLC; Metro Energy Group LLC; Metro Plumbing Services Corp.; Apollo Petroleum Transport, LLC; Apollo Petroleum Transport, Inc.; Kings Land Realty, Inc.; and Apollo Pipeline, LLC hereby certifies as follows: (a) I am a duly qualified and elected officer of each of the Companies and, as such, I am familiar with the facts herein certified and I am duly authorized to certify the same on behalf of the Companies; (b) Attached hereto is a true, complete and correct copy of the resolutions of the Governing Body of the Companies (the Governing Body), duly adopted in accordance with each Companys bylaws or operating agreement (or equivalent), as applicable. (c) Such resolutions have not been amended, altered, annulled, rescinded or revoked and are in full force and effect as of the date hereof. There exists no other subsequent resolution of the Governing Body relating to the matters set forth in the resolutions attached hereto. IN WITNESS WHEREOF, the undersigned has executed this certificate as of September 26, 2012. /s/ Paul J. Pullo Paul J. Pullo, Designated Officer
Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17
Award No: 120 of 2010 The National Union of Employees in The Engineering Industry (PM) Kinta Branch and The Engineering & Machinery Industry Employers' Association (PM) Perak Branch