Case LSS Doc 219 Filed 02/06/15 Page 1 of 72 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.
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1 Case LSS Doc 219 Filed 02/06/15 Page 1 of 72 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x : In re: : : Chapter 11 WINDSOR PETROLEUM TRANSPORT : CORPORATION, et al., 1 : Case No (PJW) : Debtors. : Jointly Administered : x AFFIDAVIT OF SERVICE I, Pierre Labissiere, depose and say that I am employed by Prime Clerk LLC ( Prime Clerk ), the claims and noticing agent for the Debtors in the above-captioned chapter 11 cases. On February 2, 2015, at my direction and under my supervision, employees of Prime Clerk caused the following documents, copies of which are attached hereto as Exhibit A and Exhibit B, to be served via overnight mail on the banks, brokers, dealer agents, nominees or their agents (collectively, the Nominees ) listed on the service list attached hereto as Exhibit C: Distribution Registration Form for Holders of Class 3 Secured Noteholder Claims Against Note Obligor Debtors (the Noteholder Registration Form ) Limited Liability Company Agreement of MLR Petroleum LLC (With All Exhibits Thereto Including the Joinder Agreement Signature Page) (the LLC Agreement ) The Nominees were provided with instructions and sufficient quantities to distribute the Noteholder Registration Form and LLC Agreement to the beneficial owners of the Debtors public securities. In addition to the hard copy service detailed above, on February 2, 2015, at my direction and under my supervision, employees of Prime Clerk caused the Noteholder Registration Form and the to be served via on the Nominees, depositories and special parties listed on the service list attached here to as Exhibit D. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, where applicable, are: Windsor Petroleum Transport Corporation (1381) ( Windsor Petroleum ),Windsor Holdings Limited, Buckingham Petro Limited, Buckingham Shipping Plc, Caernarfon Petro Limited, Caernarfon Shipping Plc, Sandringham Petro Limited, Sandringham Shipping Plc, Holyrood Petro Limited, and Holyrood Shipping Plc. The mailing address for Windsor Petroleum is c/o Frontline Ltd., PO Box HM 1593, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. The mailing address for each of the other Debtors is Fort Anne, Douglas, Isle of Man, IM1 5PD, British Isles. SRF 1565
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3 Case LSS Doc 219 Filed 02/06/15 Page 3 of 72 Exhibit A SRF 1565
4 Case LSS Doc 219 Filed 02/06/15 Page 4 of 72 Class 3 Secured Noteholder Claims IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x : : In re: : Chapter 11 : WINDSOR PETROLEUM TRANSPORT : Case No (PJW) CORPORATION, et al., 1 : : Jointly Administered Debtors. : : x DISTRIBUTION REGISTRATION FORM FOR HOLDERS OF CLASS 3 SECURED NOTEHOLDER CLAIMS AGAINST NOTE OBLIGOR DEBTORS Please follow the below instructions to receive your applicable distribution: Step 1: Step 2: Step 3: Step 4: Complete the required Registration Information requested in Item 1 below. Review the certifications contained in Item 2 below and execute this Distribution Registration Form. Provide the Nominee Certification in Item 3 on the last page of this Distribution Registration Form to your bank, broker, or other nominee (a Nominee ). Your Nominee must read and complete this Nominee Certification and return it to you (as you are required to submit this Nominee Certification as part of this Distribution Registration Form in accordance with Step 4 below). Alternatively, your Nominee may have completed Item 3 prior to distributing the Distribution Registration Form to you. Return (a) this Distribution Registration Form (including the completed Nominee Certification in Item 3) and (b) the originally signed Joinder Agreement to the Limited Liability Company Agreement (both the Distribution Registration Form and the Joinder Agreement to the Limited Liability Company must be executed by the entity who will receive the Common Units) to Prime Clerk at the address indicated below on or before February 20, 2015 in order to be part of the initial (b) 01:16 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, where applicable, are: Windsor Petroleum Transport Corporation (1381) ( Windsor Petroleum ),Windsor Holdings Limited, Buckingham Petro Limited, Buckingham Shipping Plc, Caernarfon Petro Limited, Caernarfon Shipping Plc, Sandringham Petro Limited, Sandringham Shipping Plc, Holyrood Petro Limited, and Holyrood Shipping Plc. The mailing address for Windsor Petroleum is c/o Frontline Ltd., PO Box HM 1593, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. The mailing address for each of the other Debtors is Fort Anne, Douglas, Isle of Man, IM1 5PD, British Isles.
5 Case LSS Doc 219 Filed 02/06/15 Page 5 of 72 Class 3 Secured Noteholder Claims distribution of Common Units of New Holdco 2, but by no later than one (1) year after the Effective Date in order to receive such distribution (i.e., by January 29, 2016). Return completed documents to: Windsor Distribution Form Processing c/o Prime Clerk LLC 830 Third Avenue, 9 th Floor New York, NY If you have any questions regarding the distribution registration procedures or need additional copies of the Plan, Limited Liability Company Agreement, Distribution Registration Form or other related materials, please contact Prime Clerk by (i) ing windsorballots@primeclerk.com, (ii) calling (844) (or (917) if outside the United States) and asking for the Solicitation Department, or (iii) writing to the address indicated above. Item 1. Registration Information. Please provide registration details below, which will be used to issue your Common Units. Name 1* (Maximum 35 Characters): Name 2* (Maximum 35 Characters): Address 1 (Maximum 35 Characters): Address2 (Maximum 35 Characters): City (Maximum 35 Characters): State/Province (Maximum 35 Characters): FOREIGN Country Name (Maximum 35 Characters): Zip/ Postal Code (Maximum 35 Characters): U.S. Tax Identification Number (or Social Security Number): Check here if non-us (no TIN) Phone: Fax: (b) 01:16 2 The Common Units will not be certificated. The transfer agent for the Common Units will maintain a registry of Common Unit holders.
6 Case LSS Doc 219 Filed 02/06/15 Page 6 of 72 Class 3 Secured Noteholder Claims Item 2. Certifications. By signing the Distribution Registration Form, the undersigned certifies that: (a) it is the holder of the Allowed Class 3 Secured Noteholder Claim Against Note Obligor Debtors to which this Distribution Registration Form pertains (or the authorized signatory for such holder); (b) it has received a copy of the Distribution Registration Procedures and understands that failure to properly complete a Joinder Agreement to the Limited Liability Company Agreement and this Distribution Registration Form on or before the date that is one (1) year from the Effective Date (i.e., January 29, 2016) may result in your Common Units being treated as Unclaimed Property in accordance with Article VI.B.4 of the Plan pursuant to section 347(b) of the Bankruptcy Code; (c) the undersigned has the full power and authority to complete and execute this Distribution Registration Form; and (d) the information contained in this Distribution Registration Form is accurate with respect to all items. Name of Holder: Signature: Federal tax I.D. or social security number of Claimant: Name (if different from Claimant): Title (if corporation or partnership): Address: Telephone Number: Address: Dated: (b) 01:16
7 Case LSS Doc 219 Filed 02/06/15 Page 7 of 72 Class 3 Secured Noteholder Claims This page must be completed by the Nominee holding Secured Notes due 2021 (the Secured Notes ). Pursuant to the Plan, the Secured Notes are classified as Class 3 Claims. Item 3. Nominee Certification. Your ownership of the Secured Notes due 2021 (CUSIP AY9) must be confirmed by your Nominee. The Nominee holding your Secured Notes as of January 30, 2015 must complete the box below on your behalf. To be completed by Nominee only DTC Participant Name: Nominee Contact Name: DTC Participant Number: Nominee Authorized Signature: Principal Amount Held by Nominee (CUSIP AY9) for account indicated below as of January 30, 2015: Nominee Contact Number: $ Beneficial Holder Name: Nominee Address: Beneficial Holder Account Number: Nominee s Medallion Guarantee (or attach authorized signatory list hereto) (b) 01:16
8 Case LSS Doc 219 Filed 02/06/15 Page 8 of 72 Exhibit B SRF 1565
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69 Case LSS Doc 219 Filed 02/06/15 Page 69 of 72 Exhibit C SRF 1565
70 Case LSS Doc 219 Filed 02/06/15 Page 70 of 72 Exhibit C Nominee Service List Served via Overnight Mail NAME NOTICE NAME ADDRESS 1 ADDRESS 2 CITY STATE ZIP BNP PARIBAS NY BRANCH (1569/2787) ATTN: DEAN GALLI OR REORG DEPT 525 WASHINGTON BLVD. 9TH FLOOR JERSEY CITY NJ BNP PARIBAS, PITTSBURGH BRANCH (2787) ATTN: ANDREW TAYLOR OR REORG MGR 525 WILLIAM PENN PLACE PITTSBURGH PA BNY MELLON/ NE TRUST (0954) ATTN: BETH STIFFLER OR REORG MGR 525 WILLIAM PENN PLACE SUITE 300 PITTSBURGH PA CITIBANK, N.A. (0908) ATTN: CAROLYN TREBUS OR REORG MGR 3800 CITIBANK CENTER B3 12 TAMPA FL CITIBANK, N.A. (0908) ATTN: EVENTS CREATION OR REORG MGR 3800 CITIBANK CENTER B3 12 TAMPA FL CITIBANK, N.A. (0908) ATTN: SANDRA HERNANDEZ OR REORG MGR 3800 CITIBANK CENTER B3 12 TAMPA FL CITIBANK, N.A. (0908) ATTN: SHERIDA SINANAN OR REORG MGR 3801 CITIBANK CENTER B/3RD FLOOR/ZONE 12 TAMPA FL CREDIT SUISSE SECURITIES (0355) ATTN: ASHWINEE SAWH OR REORG MGR 11 MADISON AVENUE 23RD FLOOR NEW YORK NY CREDIT SUISSE SECURITIES USA LLC (0355) ATTN: TIM JOHNSON OR REORG MGR LOUIS STEPHENS DRIVE RESEARCH TRIANGLE PARK NC CREDIT SUISSE SECURITIES USA LLC (0355) ATTN: ANTHONY MILO OR REORG MGR LOUIS STEPHENS DRIVE GLOBAL PROXY SERVICES RESEARCH TRIANGLE PARK NC CREDIT SUISSE SECURITIES USA LLC (0355) ATTN: SARAH CHANDRIKA OR REORG MGR. ONE MADISON AVE NEW YOK NY DEPOSITORY TRUST CO. ATTN: ED HAIDUK 55 WATER STREET 25TH FLOOR NEW YORK NY DEPOSITORY TRUST CO. ATTN: HORACE DALEY 55 WATER STREET 25TH FLOOR NEW YORK NY FIFTH THIRD BANK, THE (2116) ATTN: CARRIE POTTER OR REORG MGR 5001 KINGSLEY DRIVE MAIL DROP 1M0B2D CINCINNATI OH FIFTH THIRD BANK, THE (2116) ATTN: LANCE WELLS OR REORG MGR 5001 KINGSLEY DRIVE MAIL DROP 1M0B2D CINCINNATI OH FIRST SOUTHWEST COMPANY (0309) ATTN: JAMES FURINO OR REORG MGR 1700 PACIFIC AVENUE SUITE 500 DALLAS TX FIRST SOUTHWEST COMPANY (0309) ATTN: KEVIN MILLER OR REORG MGR 911 W LOOP 281 STE. 411 LONGVIEW TX FIRST SOUTHWEST COMPANY (0309) ATTN: BRETT WEAVER OR REORG MGR 911 W LOOP 281 STE. 411 LONGVIEW TX FIRST SOUTHWEST COMPANY (0309) ATTN: DONALD KRAS OR REORG MGR 325 NORTH ST. PAUL STREET DALLAS TX GOLDMAN SACHS (0005 / 5208 / 2941) ATTN: ALEXANDER MUCHNIK OR REORG MGR 30 HUDSON STREET JERSEY CITY NJ J.P. MORGAN CLEARING CORP. (0352) ATTN: BRODERICK WALKER OR REORG MGR DEPT. C, CASHIERS DEPARTMENT ONE METROTECH CENTER NORTH REORG DEPT 4TH FLOOR BROOKLYN NY J.P. MORGAN CLEARING CORP. (0352) ATTN: REORG MGR NORTH DALLAS PARKWAY 12TH FLOOR DALLAS TX J.P. MORGAN CLEARING CORP. (0352) ATTN: ERIC OSZUSTOQICZ OR REORG MGR 3 CHASE METROTECH CENTER PROXY DEPT./NY1 H034 BROOKLYN NY JEFFERIES & COMPANY, INC. (0019) ATTN: RAY DESOUZA OR REORG MGR HARBORSIDE FINANCIAL CENTER 705 PLAZA 3 JERSEY CITY NJ JPMORGAN CHASE BANK (0902) ATTN: JACOB BACK OR REORG MGR DALLAS PARKWAY 12TH FLOOR DALLAS TX JPMORGAN CHASE BANK (0902) ATTN: PHILIP ROY OR REORG MGR DALLAS PARKWAY 12TH FLOOR DALLAS TX In re Windsor Petroleum Transport Corp., et al. Case No (PJW) Page 1 of 1
71 Case LSS Doc 219 Filed 02/06/15 Page 71 of 72 Exhibit D SRF 1565
72 Case LSS Doc 219 Exhibit Filed D 02/06/15 Page 72 of 72 Nominee, Depository and Special Party Service List Served via Name BANK OF NEW YORK MELLON (0901/0954) BNP PARIBAS (2787/1569/2154) CITIBANK, N.A. (0908) CLEARSTREAM CREDIT SUISSE SECURITIES USA LLC (0355) DTC EURO CLEAR FIRST SOUTHWEST COMPANY (0309) GOLDMAN SACHS GSEC (0005/0501) J.P. MORGAN (0352/0902/2424) MORGAN STANLEY & CO. (0050) NORTHERN TRUST CO (2669) PERSHING LLC (0443) RAYMOND JAMES & ASSOCIATES (0725) REDACTED REDACTED SIS STATE STREET (0997) 13 s Redacted 4 s Redacted 7 s Redacted nathalie.chataigner@clearstream.com; cherifa.maameri@clearstream.com; Hulya.Din@clearstream.com; deborah.lambert@clearstream.com; monica.goncalves@clearstream.com; ca_mandatory.events@clearstream.com; ca_luxembourg@clearstream.com 11 s Redacted lensnotices@dtcc.com; voluntaryreorgannouncements@dtcc.com; rgiordano@dtcc.com drit@euroclear.com 1 Redacted 7 s Redacted 18 s Redacted 10 s Redacted 1 Redacted 1 Redacted 2 s Redacted 1 Redacted 1 Redacted corpactionsoverseas.group@sisclear.com 13 s Redacted In re Windsor Petroleum Transport Corp., et al. Case No (PJW) Page 1 of 1
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