metro fuel

7/29/2019 Metro Fuel

1/18

B1 (Official Form 1) (12/11)

United States Bankruptcy Court

Eastern District of New YorkVoluntary 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)(Checkone box.)

Nature of Business

(Checkonebox.)

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 (Checkone 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 entitybelow.)

Chapter 15 DebtorsCountry 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

(Checkone box.)

Debts are primarily consumer debts,

defined in 11 U.S.C. 101(8) as"incurred by an individual primarily fora personal, family, or householdpurpose."

Debts are primarilybusiness debts.

Filing Fee (Checkonebox.)

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 topay 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 DebtorsCheck 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 everythree 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

Over100,000

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

$100,000,001to $500 million

$500,000,001to $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

$100,000,001to $500 million

$500,000,001to $1 billion

More than$1 billion

Case 1-12-46913-ess Doc 1 Filed 09/27/12 Entered 09/27/12 01:25:17


2/18

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.)

LocationWhere Filed:

Case Number: Date Filed:

LocationWhere 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 10Kand 10Q) with the Securities and Exchange Commission pursuant to Section 13or 15(d) of the Securities Exchange Act of 1934 and is requesting relief underchapter 11.)

Exhibit B(To be completed if debtor is an individualwhose debts are primarily consumer debts.)

I, the attorney for the petitioner named in the foregoing petition, declare that Ihave 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 availableunder each such chapter. I further certify that I have delivered to the debtor thenotice 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 peti tion 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 thisDistrict, 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)).



3/18

BI (Official Fonn I) (12111) Page 3Voluntary Petition Name of Debtor(s):fIhis page must be completed andfil ed in every case) Metro Fuel Oil Corp.

SignaturesSignature(s) of Debtor(s) (Individual/Joint)

I declare under penalty of perjury that the information provided in this petitionis true and correct.[If petitioner is an individual whose debts are primarily consumer debts andhas chosen to file under chapter 7) I am aware that I may proceed underchapter 7, II , 12 or 13 of title II , United States Code, understand the reliefavailable under each such chapter, and choose to proceed under chapter 7.[If no attorney represents me and no bankruptcy peti tion pre parer signs thepetition) 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 DebtorX ~ - - - - ~ ~ ~ ~ - - - - - - - - - - - - - - - - - - - - - - - - - - -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. MarcusPrinted Name of Attorney for Debtor(s)

Kirkland & Ellis LLPFirm Name601 Lexington Avenue, New York, New York 10022-4611Address(212) 446-4800Telephone NumberSeptember 27, 2012Date

"In a case in which 707(b)(4)(D) applies, this signature also constitutes acertification that the attorney has no knowledge after an inquiry that theinformation in the schedules is incorrect.Signature of Debtor (CorporationlPartnership)

I declare under penalty of perjury that the information provided in this petitionis true and correct, and that I have been authorized to file this petition onbehalf of the debtor.The debtor requests relief in accordance with the chapter of title II , UnitedStates Code, specified in this petition.

X - : : - : - - - - - - + ~ : _ = . _ _ _ : ; : C A : . ~ _ ? : : _ _ , i ; J ; 2 ~ / ~ c ~ - - - " - - . , ~ - - = - - ( / - - - -Signature of Authorized Individual

PaulJ.PulloPrinted Name of Authorized IndividualAuthorized SignatoryTitle of Authorized IndividualSeptember 27, 2012Date

Signature of a Foreign RepresentativeI declare under penalty of perjury that the information provided in this petition istrue and correct, that I am the foreign representative of a debtor in a foreignproceeding, 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 StatesCode. Certified copies of the documents required by II U.S.c. 1515 areattached.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 ordergranting 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 PreparerI declare under penalty of perjury that: (I) I am a bankruptcy petition prepareras defined in II U.S.C. 110; (2) I prepared this document for compensationand have provided the debtor with a copy of this document and the notices andinformation required under II U.S.C. 110(b), 110(h), and 342(b); and, (3) ifrules or guidelines have been promulgated pursuant to II U.S.C. 110(h) settinga maximum fee for services chargeable by bankruptcy petition preparers, I havegiven the debtor notice of the maximum amount before preparing any documentfor filing for a debtor or accepting any fee from the debtor, as required in thatsection. Official form 19 is attached.

Printed Name and title, if any, of Bankruptcy Petition PreparerSocial Security number (I f the bankruptcy petition preparer is not anindividual, state the Social Security number of the officer, principal,responsible person or partner of he bankruptcy petition preparer. )(Requiredby II U.S.C. 110.)

AddressX ~ ______________________________________ _

Signature

Date

Signature of bankruptcy petition preparer or officer, principal, responsibleperson, or partner whose Social Security number is provided above.Names and Social Security numbers of all other individuals who prepared orassisted in preparing this document unless the bankruptcy petition preparer is notan individual.If more than one person prepared this document, attach additional sheetsconforming to the appropriate official form of each person.A bankruptcy petition preparer s failure to comply with the provisions of itle 11and the Federal Rules of Bankruptcy Procedure may result in fines orimprisonment or both 11 u.s.c. 110; 18 u.s.c. 156.

ase - - -ess oc e ntere : :


4/18

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 UnitedStates Bankruptcy Court. The Debtors have moved for joint administration of these cases underthe 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, LLC4. Metro Biofuels, LLC5. Metro Energy Group LLC6. Metro Plumbing Services Corp.7. Apollo Petroleum Transport, LLC8. Kings Land Realty, Inc.9. Apollo Pipeline, LLC10.Apollo Petroleum Transport, Inc.



5/18

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 disclosureoncerning 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

ending 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

pouses 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

artnership and one or more of its general partners; (vi) are partnerships which share one or more common general partners; or (

ave, or within 180 days of the commencement of either of the Related Cases had, an interest in property that was or is included in

roperty 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:

. 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

CHEDULE A OF RELATED CASE:

2. CASE NO.: JUDGE: DISTRICT/DIVISION:CASE STILL PENDING (Y/N): [If closed] Date of closing:








6/18

DISCLOSURE OF RELATED CASES (contd)

. CASE NO.: JUDGE: DISTRICT/DIVISION:CASE STILL PENDING (Y/N):_____ [If closed] Date of closing:






NOTE: Pursuant to 11 U.S.C. 109(g), certain individuals who have had prior cases dismissed within the preceding 180 days may e 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:

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):

certify under penalty of perjury that the within bankruptcy case is not related to any case now pending or pending at any time,

xcept as indicated elsewhere on this form.

/s/ Christopher J . Marcus____________ _______________________________________ignature 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

ther petitioner and their attorney to appropriate sanctions, including without limitation conversion, the appointment of a trust

he 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 other

esult.

USBC - 17 Rev 09/15/11



7/18

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF NEW YORK

In re: Chapter 11

METRO FUEL OIL CORP., et al., Case Nos. 12-_____ (___)12-_____ (___)12-_____ (___)12-_____ (___)12-_____ (___)12-_____ (___)12-_____ (___)12-_____ (___)12-_____ (___)12-_____ (___)

Debtors. Joint Administration Requested

CONSOLIDATED LIST OF CREDITORS

HOLDING THE TOP 30 LARGEST UNSECURED CLAIMS

The above-captioned debtors and debtors in possession (collectively, the Debtors) eachfiled a voluntary petition for relief under chapter 11 of title 11 of the United States Code. Thefollowing is the consolidated list of the Debtors creditors holding the 30 largest unsecuredclaims (the Consolidated List) based on the Debtors books and records as of approximatelySeptember 21, 2012. The Consolidated List is prepared in accordance with Rule 1007(d) of theFederal 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 thedefinition of insider set forth in 11 U.S.C. 101(31) or (2) secured creditors. None of thesecreditors are minor children. The information contained herein shall neither constitute anadmission of liability by, nor is it binding on, the Debtors. The information herein, including thefailure of the Debtors to list any claim as contingent, unliquidated or disputed, does notconstitute a waiver of the Debtors right to contest the validity, priority or amount of any claim.



8/18

NAME OF CREDITOR,

COMPLETE MAILING

ADDRESS, AND EMPLOYEE,

AGENT, OR DEPARTMENT OF

CREDITOR FAMILIAR WITHCLAIM

NATURE

OF

CLAIM

(bond debt,

trade debt, bankloan,government

contracts, etc.)

INDICATE IF

CLAIM IS

CONTINGENT,

UNLIQUIDATED,

DISPUTED, OR

SUBJECT TOSETOFF

AMOUNT

OF CLAIM

(if secured, also

state value ofsecurity)

1.Bayside Fuel Oil Depot Corp.PO Box 1401281776 Shore ParkwayBrooklyn, NY 11385

Trade AP $5,716,492.00

2.Amerada Hess Corp.1 Hess PlazaWoodbridge, NJ 07095-0961 Throughput Unliquidated/Disputed $3,408,505.00

3.NIC Holding Corp.25 Melville Park RoadSuite 210Melville, NY 30348-5243 Trade AP $2,588,230.00

4.Global Companies LLCPO Box 9161Waltham, MA 11372 Throughput Unliquidated/Disputed $1,632,787.00

5.Buckeye Pipeline5 Tek Park9999 Hamilton Blvd.Breinigsville, PA 18031

Throughput Unliquidated/Disputed $1,173,305.00

6.Phillips 66 Company22342 Network PlChicago, IL 60673-1223 Trade AP $486,038.00

7.

Motiva Enterprises LLC

PO Box 201755Houston, TX 77216 Trade AP $363,254.00

8.Safety-Kleen Systems, Inc.PO Box 975201Dallas, TX 75397-5201 Trade AP $240,504.00

9.Leonard Engineering505 Milltown RoadNorth Brunswick, NJ 08902-3326 Trade AP $238,178.00

10.Spot Market Petroleum Inc.160 Jewel StreetBrooklyn, NY 11222

CustomerDeposit

Unliquidated/Disputed $230,000.0011.

Agostino & Associates, PC14 Washington PlaceHackensack, NJ 07601

Trade AP Unliquidated/Disputed $200,000.0012.

Greenpoint Truckstop, Inc.278 Greenpoint AvenueBrooklyn, NY 11222

CustomerDeposit

$90,000.0013.

Control Associates Inc.PO Box 827025Philadelphia, PA 19182 Trade AP Unliquidated/Disputed $77,590.00



9/18

NAME OF CREDITOR,

COMPLETE MAILING




NATURE

OF

CLAIM

(bond debt,


contracts, etc.)

INDICATE IF

CLAIM IS

CONTINGENT,

UNLIQUIDATED,

DISPUTED, OR

SUBJECT TOSETOFF

AMOUNT

OF CLAIM

(if secured, also


14.Valero Marketing and Supply Co.PO Box 696000Long Island City, NY 11101 Trade AP $77,477.00

15.Cremer & Associates445 Broadhollow Road, Suite 216Melville, NY 43218-2564 Trade AP $63,000.00

16.ADC Wholesale Fuel Inc.731 Main StreetNew Rochelle, NY 10801

CustomerDeposit

$50,000.0017.

Sulzer Chemtech USA, Inc.PO Box 849923Dallas, TX 75284-9923 Trade AP Unliquidated/Disputed $46,560.00

18.Advanced Digital DataPO Box 95000-3710Philadelphia, PA 19195-0001 Trade AP $46,065.00

19.Big Apple Energy6800 Jericho TurnpikeSyosset, NY 11791 Trade AP $44,491.00

20.Eastern Aviation Fuels, Inc.601 McCarthy BlvdNew Bern, NC 28562 Trade AP $43,025.00

21.Ultra Green141 West Jackson BlvdSuite 3736Chicago, IL 60604

Trade AP $42,412.00

22.Kirby Offshore Marine Operating, LLCPO Box 204039Houston, TX 77216-4039 Trade AP $42,066.00

23.Amaf Burner & Control Supply146-57 Horace Harding ExpresswayFlushing, NY 11367 Trade AP $40,978.00

24.Norton & Associates, LLC8 West 40th Street12th FloorNew York, NY 01013

Trade AP $36,301.00

25.Mayer Mablin41-01 36th StreetLong Island City, NY 11101 Trade AP

$29,905.00

26.Blackman Plumbing Supply Co., Inc.PO Box 9400Uniondale, NY 11555-9100 Trade AP $25,375.00

27.Poling Cutler Marine Transportation18 Breckenridge CourtFreehold, NJ 07728 Trade AP $24,139.00



10/18

NAME OF CREDITOR,

COMPLETE MAILING




NATURE

OF

CLAIM

(bond debt,


contracts, etc.)

INDICATE IF

CLAIM IS

CONTINGENT,

UNLIQUIDATED,

DISPUTED, OR

SUBJECT TOSETOFF

AMOUNT

OF CLAIM

(if secured, also


28.Marcy Tire Inc.398 Wallabout StreetBrooklyn, NY 11206 Trade AP $21,912.00

29.Atlantech Distribution, Inc.PO Box 60838Charlotte, NC 28260 Trade AP $20,091.00

30.MGY Mechanical LLC520 Wittich TerraceRiver Vale, NJ 07675 Trade AP $20,000.00



11/18

DECLARATION UNDER PENALTYOF PERJURY ON BEHALF OF THE DEBTORS

Pursuant to 28 U.S.C. 1746, I, Paul J. Pullo, the duly qualified and authorized signatoryof Metro Fuel Oil Corp. and its debtor affiliates, declare under penalty of perjury that I havereviewed the Consolidated List and that it is true and correct to the best of my information andbelief.Dated: Brooklyn, New YorkSeptember 27,2012

Paul J. PulloAuthorized Signatory

ase - - -ess oc e n ere : :


12/18

UNITED STATES BANKRUPTCY COURTEASTERN 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 PENALTYOF PERJURY ON BEHALF OF THE DEBTORS

I, Paul J. PuIlo, the undersigned authorized signatory of Metro Fuel Oil Corp., named asthe debtor in this case, declare under penalty of perjury that I have read the foregoing list ofequity security holders and that it is true and correct to the best of my information and belief.

Dated: Brooklyn, New YorkSeptember 27, 2012Paul J. PulloAuthorized Signatory

This list serves as the disclosure required to be made by the debtor pursuant to Rule 1007 of the Federal Rulesof Bankruptcy Procedure. All equity positions listed are based on information and beli ef as of the filing date.

ase - - -ess oc e ntere : :


13/18

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, tookthe 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 followingresolutions.

I. Voluntary Petitions Under the Provisions of the Bankruptcy CodeNOW THEREFORE, BE IT RESOLVED, that the Governing Body has

determined, in light of current circumstances and after consultation with theCompanies 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 toauthorize the Companies to file voluntary petitions for relief (a Chapter 11Case) under chapter 11 of title 11 of the United States Code (the BankruptcyCode); and be it further

RESOLVED, that that the officers of each Company (each a DesignatedOfficer) 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 managementaction necessary, appropriate, desirable or proper in connection with a Chapter 11

Case, including, without limitation, any action necessary to maintain the ordinarycourse 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 BankruptcySolutions, LLC) to assist each Company in a Chapter 11 Case and in carrying out

their duties under the provisions of the Bankruptcy Code.



14/18

2

K&E 23889578

RESOLVED, that David Johnston is hereby appointed Chief

Restructuring Officer of the Companies and Thomas Studebaker is herebyappointed 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 FinancingNOW, 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, asevidenced 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 ZellCredit Opportunities Master Fund, L.P. or one or more of its affiliated funds

(Zell, together with Third Avenue, the DIP Lenders) as lenders, and theoccurrence 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 (asdefined 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 aparty, 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 anyCompany 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 ofthe 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 aparty (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 theofficer 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



15/18

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 allrelated 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 isdetermined 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 allother documents, including, without limitation, any amendments to any

Transaction Documents (collectively, the Financing Documents); (b) suchother instruments, certificates, notices, assignments and documents as may be

reasonably requested by the DIP Lenders; and (c) such forms of deposit, accountcontrol 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 intellectualproperty filings and recordation and any necessary assignments for security orother documents in the name of the Companies that the DIP Lenders deem

necessary or convenient to perfect any lien or security interest granted under theDIP 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 executeand 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 theDIP 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 takeall such further actions, including, without limitation, to pay or approve thepayment 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 theFinancing 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



16/18

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, toexecute 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 thingswhich 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 ActionsNOW 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 payall 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, eachCompany 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 andintent 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 anddelivery 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 eachCompany 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



17/18

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 theorganizational 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 foregoingresolutions 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.

***



18/18

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 ServicesCorp.; 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, Iam 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 theGoverning Body of the Companies (the Governing Body), duly adopted inaccordance with each Companys bylaws or operating agreement (or equivalent),

as applicable.

(c) Such resolutions have not been amended, altered, annulled, rescinded or revokedand are in full force and effect as of the date hereof. There exists no othersubsequent 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
