Case Doc 1135 Filed 11/09/15 Entered 11/10/15 11:14:22 Desc Main Document Page 2 of 10

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1 Case Doc 1135 Filed 11/09/15 Entered 11/10/ Desc Main Document Page 1 of 10 UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT In re O.W. Bunker Holding North America Inc., et al., 1 Debtors. Chapter 11 Case No Jointly Administered EX PARTE MOTION OF THE DEBTORS TO SCHEDULE AN EXPEDITED HEARING AND LIMIT NOTICE ON (1) [DOC ID NO. 1128] DEBTORS MOTION FOR AN ORDER AUTHORIZING AND APPROVING SETTLEMENT AGREEMENTS WITH (A) MIECO INC., (B) VALERO MARKETING & SUPPLY COMPANY, (C) SHELL TRADING (US) COMPANY, (D) CUSTOM FUEL SERVICES, INC., (E) PHILLIPS 66 COMPANY, (F) MARTIN ENERGY SERVICES, LLC, AND (G) PACRIM PETROLEUM, INC. PURSUANT TO 11 U.S.C. 105(a) AND 363 AND RULE 9019(a) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE (the Omnibus 9019 Motion ), (2) [DOC ID NO. 1129] DEBTORS MOTION FOR AN ORDER AUTHORIZING AND APPROVING SETTLEMENT AGREEMENT WITH NUSTAR SUPPLY AND TRADING LLC, NUSTAR ENERGY SERVICES, INC., AND NUSTAR TERMINALS MARINE SERVICES N.V. PURSUANT TO 11 U.S.C. 105 AND 363 AND RULE 9019 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE (the NuStar 9019 Motion ), (3) [DOC ID NO. 1130] MOTION OF DEBTORS PURSUANT TO LOCAL BANKRUPTCY RULE FOR AN ORDER PERMITTING CERTAIN NON- ADVERSE AND/OR NON-MATERIAL MODIFICATIONS TO THE PLAN (the Plan Modification Motion ) and (4) [DOC ID NO. 1056] DEBTORS MOTION FOR AN ORDER DIRECTING ING BANK N.V. AS SECURITY AGENT TO TRANSFER CERTAIN ESTATE FUNDS TO DEBTOR-IN-POSSESSION ACCOUNTS PURSUANT TO BANKRUPTCY CODE SECTIONS 105(a), 345(a) AND 541(a) (the Funds Transfer Motion ) AND REQUEST FOR A STATUS CONFERENCE PURSUANT TO SECTION 105(d)(1) OF THE BANKRUPTCY CODE 1 The last four digits of the Debtors taxpayer identification numbers follow in parentheses O.W. Bunker Holding North America Inc. (7474), O.W. Bunker North America Inc. (7158) and O.W. Bunker USA Inc. (3556). The Debtors address is 281 Tresser Blvd., 2 Stamford Plaza, 15th Floor, Stamford, CT v1

2 Case Doc 1135 Filed 11/09/15 Entered 11/10/ Desc Main Document Page 2 of 10 The debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ) hereby move (the Motion ) for entry of an order pursuant to Section 105(a) of the United States Bankruptcy Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code ) and Rules 2002, 3017, 9006, and 9007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) granting an expedited hearing and limiting notice on the Omnibus 9019 Motion, the NuStar 9019 Motion, the Plan Modification Motion, and the Funds Transfer Motion (collectively, the Plan Related Motions ), and setting a hearing on the Plan Related Motions for November 18, 2015 at 1130 a.m. (Prevailing Eastern Time)(the Hearing Date ). Additionally, the Debtors intend to provide a written summary of the status of the Debtors chapter 11 cases (the Status Summary ) by November 10, 2015 and in conjunction with the Status Summary respectfully request a status conference in this case pursuant to 11 U.S.C. 105(d)(1) on a date convenient to the Court prior to the November 18, 2015 hearings, or on November 18, 2015 at 1130 a.m., or at such other date or time that the Court requests. In support hereof, the Debtors state as follows JURISDICTION 1. This Court has jurisdiction to consider this Motion under 28 U.S.C. 157 and This is a core proceeding under 28 U.S.C. 157(b). Venue of these cases and this Motion in this district is proper under 28 U.S.C and The predicate for the relief requested herein is Bankruptcy Code 105 Bankruptcy Rules 2002, 3017, 9006 and BACKGROUND 3. The Debtors are part of a family of global marine fuel logistics companies ultimately owned by OW Bunker A/S, a Danish company (collectively, the OW Bunker -2-

3 Case Doc 1135 Filed 11/09/15 Entered 11/10/ Desc Main Document Page 3 of 10 Companies ). The OW Bunker Companies were in the business of global marine fuel supply. The Debtors conducted the North American operations for the OW Bunker Companies. 4. On November 13, 2014 (the Petition Date ), the Debtors filed voluntary petitions under chapter 11 of the Bankruptcy Code. The Debtors continue to operate as debtors-inpossession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Court has entered a final order for joint administration of these chapter 11 cases [Docket No. 52]. The Court has not appointed a trustee or an examiner. 5. The Office of the United States Trustee (the U.S. Trustee ) formed an official committee of unsecured creditors of the Debtors on November 26, 2014 [Docket No. 89]. 6. The factual background regarding the Debtors, including their business operations, their capital and debt structures, and the events leading to the filing of the Chapter 11 Cases, is set forth in detail in the Declaration of Adrian Tolson, General Manager of O.W. Bunker North America Inc., in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 15] (the Tolson Declaration ). RELIEF REQUESTED 7. On October 29, 2015, the Court entered its Order (I) Approving First Amended Disclosure Statement, (II) Approving Procedures to Solicit Votes on the Debtors Liquidation Plan, and (III) Establishing Notice and Objection Procedures For Confirmation of the Debtors Liquidating Plans, which, among other things, set certain deadlines and hearing dates related to confirmation of the Debtors plan, including, among other things, setting a confirmation hearing for December 10, The Debtors have diligently continued to seek consensual resolutions of pending matters with its creditors in order to facilitate confirmation of the plan for the benefit of the -3-

4 Case Doc 1135 Filed 11/09/15 Entered 11/10/ Desc Main Document Page 4 of 10 Debtors estates and their creditors. In particular, the Debtors have reached proposed compromises with numerous creditors regarding asserted Section 503(b)(9) claims, as described in the Omnibus 9019 Motion and the NuStar 9019 Motion. Approval of these compromises will eliminate numerous plan objections and resolve numerous contested matters. 9. After approval of the First Amended Disclosure Statement and its distribution to the creditor body, the Debtors agreed to modifications of its plan to incorporate provisions consistent with the compromises it has reached and otherwise improve the terms of the treatment of creditors. The Plan Modification Motion seeks approval of these modifications without additional solicitation of the creditor body, pursuant to LBR On October 20, 2015, the Debtors filed the Funds Transfer Motion, which requests an order directing ING Bank, N.V. to deposit certain monies received from collection of receivables of the Debtors into debtor-in-possession accounts. The receipt of these funds will provide necessary resources for the payment of administrative claims in these cases, including Section 503(b)(9) claims, which are needed for satisfaction of conditions to confirmation. 11. Scheduling a hearing on these matters on November 18, 2015, when other matters, including the Joint Motion of the Debtors and the Official Committee of Unsecured Creditors Seeking Approval of the Settlement Agreement Resolving Certain Claims Asserted by and Against ING Bank N.V., as Security Agent and O.W. Bunker Holdings North America, Inc. [Doc ID No. 1019], are already scheduled, will allow for an expeditious resolution of these matters and facilitate confirmation of the plan at the December 10, 2015 hearing. 12. In addition, the Debtors respectfully request a status conference in this case pursuant to 11 U.S.C. 105(d)(1) on a date convenient to the Court prior to the November 18, -4-

5 Case Doc 1135 Filed 11/09/15 Entered 11/10/ Desc Main Document Page 5 of hearings, or on November 18, 2015 at 1130 a.m., or at such other date or time that the Court requests. 13. In pertinent part, Bankruptcy Rule 9006(c) provides that when an act is required or allowed to be done at or within a specified time by these Rules whereby notice given thereunder or by order of the court, the court for cause shown may in its discretion, with or without motion or notice, order the period reduced. Likewise, Bankruptcy Rule 9007 provides the Court with discretion to regulate notices pertaining to matters of the type referenced herein. In addition, Bankruptcy Rule 2002(m) provides that the Court may enter orders designating the matters in respect to which, the entity to whom, and the form and manner in which notices shall be sent. 14. By the Motion, the Debtors are requesting an expedited hearing on the Plan Related Motions. Good cause exists to grant the Motion. Specifically, the Court has previously scheduled other matters for November 18, 2015 at 1130 a.m. (Prevailing Eastern Time). The relief sought in the Plan Related Motions is inextricably linked to confirmation of the Debtors plan and, if the relief sought in the Plan Related Motions and other matters pending on the Hearing Date is granted by the Court, provides a clear roadmap to all parties in interest toward a largely consensual confirmation hearing on the Debtor s Liquidating Plan, which the Court has scheduled for December 10, Additionally, the Debtors request to limit notice of the hearing on the Plan Related Motions to the Office of the United States Trustee for the District of Connecticut, counsel for the Official Committee of Unsecured Creditors (the Committee ), the Debtors largest creditor, ING Bank, N.V. ( ING Bank ), the Securities and Exchange Commission, and -5-

6 Case Doc 1135 Filed 11/09/15 Entered 11/10/ Desc Main Document Page 6 of 10 all parties who have requested notice in the Debtors Chapter 11 cases via the Court s ECF Filing System. 16. The Committee, NuStar and ING Bank consent to the relief requested in the Motion. NOTICE 17. Notice of this Motion will be given to (a) the United States Trustee for the District of Connecticut; (b) counsel to ING Bank; (c) counsel for the Committee and (c) all parties in interest requesting notice in the Chapter 11 Cases via the Court s ECF Filing System. The Movants submit that no further notice is required under the circumstances. NO PRIOR REQUEST 18. No previous motion for the relief requested herein has been made. WHEREFORE, the Debtors respectfully request that the Court (i) enter an order scheduling a hearing on an the Plan Related Motions for November 18, 2015 at 1130 a.m.; (ii) scheduled a status conference in this case pursuant to 11 U.S.C. 105(d)(1) on a date convenient to the Court prior to the November 18, 2015 hearings, or on November 18, 2015 at 1130 a.m., or at such other date or time that the Court requests. In support hereof, the Debtors state as follows and (iii) grant such other and further relief that the Court deems just and proper. Dated Hartford, Connecticut November 9, 2015 Respectfully submitted, /s/ Patrick Birney Michael R. Enright, Esq. (ct10286) Patrick M. Birney, Esq. (ct19875) ROBINSON & COLE LLP 280 Trumbull Street Hartford, CT Telephone (860) Facsimile (860)

7 Case Doc 1135 Filed 11/09/15 Entered 11/10/ Desc Main Document Page 7 of 10 menright@rc.com pbirney@rc.com Natalie D. Ramsey, Esq. (admitted pro hac vice) Richard D. Placey, Esq. (admitted pro hac vice) Davis Lee Wright, Esq. (admitted pro hac vice) MONTGOMERY, McCRACKEN, WALKER & RHOADS, LLP 437 Madison Avenue, 29th Floor New York, NY Telephone (212) Facsimile (212) nramsey@mmwr.com rplacey@mmwr.com dwright@mmwr.com Counsel for the Debtors and Debtors in Possession -7-

8 Case Doc 1135 Filed 11/09/15 Entered 11/10/ Desc Main Document Page 8 of 10 EXHIBIT A Proposed Form of Order v1

9 Case Doc 1135 Filed 11/09/15 Entered 11/10/ Desc Main Document Page 9 of 10 UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT In re O.W. Bunker Holding North America Inc., et al., 1 Debtors. Chapter 11 Case No Jointly Administered ORDER GRANTING THE EX PARTE MOTION OF THE DEBTORS TO SCHEDULE AN EXPEDITED HEARING AND LIMIT NOTICE ON THE PLAN RELATED MOTIONS Upon consideration of the EX PARTE MOTION OF THE DEBTORS TO SCHEDULE AN EXPEDITED HEARING AND LIMIT NOTICE ON (1) [DOC ID NO. 1128] DEBTORS MOTION FOR AN ORDER AUTHORIZING AND APPROVING SETTLEMENT AGREEMENTS WITH (A) MIECO INC., (B) VALERO MARKETING & SUPPLY COMPANY, (C) SHELL TRADING (US) COMPANY, (D) CUSTOM FUEL SERVICES, INC., (E) PHILLIPS 66 COMPANY, (F) MARTIN ENERGY SERVICES, LLC, AND (G) PACRIM PETROLEUM, INC. PURSUANT TO 11 U.S.C. 105(a) AND 363 AND RULE 9019(a) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE (the Omnibus 9019 Motion ), (2) [DOC ID NO. 1129] DEBTORS MOTION FOR AN ORDER AUTHORIZING AND APPROVING SETTLEMENT AGREEMENT WITH NUSTAR SUPPLY AND TRADING LLC, NUSTAR ENERGY SERVICES, INC., AND NUSTAR TERMINALS MARINE SERVICES N.V. PURSUANT TO 11 U.S.C. 105 AND 363 AND RULE 9019 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE (the NuStar 9019 Motion ), (3) [DOC ID NO. 1130] MOTION OF DEBTORS PURSUANT TO LOCAL BANKRUPTCY RULE FOR AN ORDER PERMITTING CERTAIN NON- 1 The last four digits of the Debtors taxpayer identification numbers follow in parentheses O.W. Bunker Holding North America Inc. (7474), O.W. Bunker North America Inc. (7158) and O.W. Bunker USA Inc. (3556). The Debtors address is 281 Tresser Blvd., 2 Stamford Plaza, 15th Floor, Stamford, CT v1

10 Case Doc 1135 Filed 11/09/15 Entered 11/10/ Desc Main Document Page 10 of 10 ADVERSE AND/OR NON-MATERIAL MODIFICATIONS TO THE PLAN (the Plan Modification Motion ) and (4) [DOC ID NO. 1056] DEBTORS MOTION FOR AN ORDER DIRECTING ING BANK N.V. AS SECURITY AGENT TO TRANSFER CERTAIN ESTATE FUNDS TO DEBTOR-IN-POSSESSION ACCOUNTS PURSUANT TO BANKRUPTCY CODE SECTIONS 105(a), 345(a) AND 541(a) (the Funds Transfer Motion ) AND REQUEST FOR A STATUS CONFERENCE PURSUANT TO SECTION 105(d)(1) OF THE BANKRUPTCY CODE (the Motion ), filed by the Debtors, and sufficient cause appearing therefor, IT IS HEREBY 1. ORDERED that the Motion is GRANTED; 2. ORDERED that the hearing on the Plan Related Motions (as defined in the Motion) is set for November 18, 2015 at 1130 a.m. (Prevailing Eastern Time), at the United States Bankruptcy Court, District of Connecticut, 157 Church Street, New Haven, Connecticut (the Bankruptcy Court ). 3. ORDERED, that the Court shall hold a status conference on November, 2015 at a.m./p.m. at the Bankruptcy Court. 4. ORDERED, that immediately upon entry of this Order, a copy of this Order shall be served to (a) the United States Trustee for the District of Connecticut; (b) counsel to ING Bank; (c) Counsel for the Committee; and (c) any other entity that has filed a notice of appearance in these Chapter 11 Cases and requested electronic service. 5. ORDERED, that the Debtors shall file a certificate of service and service list that such service has been made. Dated New Haven, Connecticut,