EX-99 3 ex_a1a.txt EXHIBIT A-1A Exhibit A-1A IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF ALABAMA IN RE: ss. ss. MOBILE ENERGY SERVICES ss. Case No. 99-10168 COMPANY, L.L.C., ss. (Chapter 11) ss. Debtor. ss. ss. IN RE: ss. Case No. 99-10170 MOBILE ENERGY SERVICES ss. (Chapter 11) HOLDINGS, INC., ss. ss. Debtor. ss. ss.(Jointly Administered Under 99-10168) NOTICE OF CONFIRMATION HEARING PLEASE TAKE NOTICE that a hearing (the "Confirmation Hearing") will be held to consider confirmation of the Debtors' and the Bondholder Steering Committee's Joint Plan of Reorganization (the "Plan") on ______ beginning at ________ __.m. before the Honorable Judge William Shulman, United States Bankruptcy Judge, 201 St. Louis, Mobile, Alabama 36602. The Confirmation Hearing may be adjourned from time to time without further notice, except for an announcement made at the Confirmation Hearing. PLEASE TAKE FURTHER NOTICE that the date to be used for purposes of determining which holders of the First Mortgage Bonds and the Tax Exempt Bonds are eligible to vote in favor of acceptance or rejection of the Plan (the "Record Date") is _____, 2001. PLEASE TAKE FURTHER NOTICE that any and all objections to the Plan must be filed with the Clerk, United States Bankruptcy Court, 201 St. Louis, Mobile Alabama 36602, and a copy delivered to the parties listed below, together with a proof of service, so as to be received no later than 4:00 p.m. (Central Time) on _____________ (the "Objection Deadline"): (1) ANDREWS & KURTH L.L.P. Attorneys for the Debtor and Debtor in Possession 600 Travis, Suite 4200 Houston, Texas 77002-3090 Attn: Jeffrey E. Spiers, Esq. (2) MCDERMOTT WILL & EMERY 227 W. Monroe St. Chicago, Illinois 60606 Attn: David D. Cleary (3) OFFICE OF THE BANKRUPTCY ADMINISTRATOR Travis Bedsole 182 St. Francis St. Mobile, Alabama 36602 PLEASE TAKE FURTHER NOTICE that in order to be considered at the Confirmation Hearing any and all objections to confirmation of the Plan must (a) be in writing, (b) state the name and address of the objecting party and the amount of its claim or the nature of its equity interest in Debtors, and (c) specify the basis and the nature of the objection, and (d) be filed and served by the Objection Deadline. PLEASE TAKE FURTHER NOTICE that, in accordance with Rule 3017(a) of the Federal Rules of Bankruptcy Procedure, any party in interest may obtain a copy of the Disclosure Statement from the Debtors' counsel during regular business hours. DATED: _____________, 2001 Mobile, Alabama ------------------------------------- UNITED STATES BANKRUPTCY JUDGE NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INSTRUCTIONS OR ADVICE OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT. IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF ALABAMA In re: ss. MOBILE ENERGY SERVICES ss. Case No. 99-10168 COMPANY, L.L.C., ss. Chapter 11 Debtor. ss. In re: ss. MOBILE ENERGY SERVICES ss. Case No. 99-10170 HOLDINGS, INC., ss. Chapter 11 Debtor. ss. (Jointly Administered Under 99-10168) BENEFICIAL HOLDER BALLOT FOR ACCEPTING OR REJECTING SECOND AMENDED JOINT PLAN OF REORGANIZATION DATED FEBRUARY 21, 2001 PROPOSED BY MOBILE ENERGY SERVICES COMPANY, L.L.C., AND MOBILE ENERGY SERVICES HOLDINGS, INC. Class 4 - Holders of First Mortgage Bondholder Claims - CUSIP #607358AA6 PLEASE READ AND FOLLOW THE ENCLOSED VOTING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THE BALLOT. PLEASE CHECK THE APPROPRIATE SPACE BELOW TO INDICATE YOUR ACCEPTANCE OR REJECTION OF THE SECOND AMENDED PLAN. PLEASE CONSIDER WHETHER TO CHECK THE APPROPRIATE SPACE BELOW TO MAKE THE ELECTION REGARDING RELEASES UNDER SECTION 13.04 OF THE SECOND AMENDED PLAN. ------------------------------------------------------------------------------- IF YOU HAVE RECEIVED A RETURN ENVELOPE ADDRESSED TO A BROKER, BANK, NOMINEE, OR PROXY INTERMEDIARY, YOU MUST RETURN YOUR BALLOT TO YOUR BROKER, BANK, NOMINEE, OR PROXY INTERMEDIARY EARLY ENOUGH FOR YOUR VOTE TO BE PROCESSED AND THEN FORWARDED BY THE BROKER, BANK, NOMINEE, OR PROXY INTERMEDIARY TO INNISFREE M&A INCORPORATED, 501 MADISON AVENUE, 20TH FLOOR, NEW YORK, NEW YORK 10022 (THE "BALLOTING AGENT") BY 5:00 P.M. EASTERN TIME ON __________________, 2001 (THE "VOTING DEADLINE"). THEREFORE, PLEASE ALLOW ADDITIONAL TIME. ------------------------------------------------------------------------------- The Bankruptcy Court has approved the Disclosure Statement (the "Disclosure Statement") with the regard to the Second Amended Joint Plan of Reorganization Dated February 21, 2001 Proposed by Mobile Energy Services Company, L.L.C., and Mobile Energy Services Holdings, Inc. (the "Second Amended Plan"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. If you do not have a Disclosure Statement, you may obtain a copy from the Balloting Agent or from counsel for the Debtors. Bankruptcy Court approval of the Disclosure Statement does not indicate approval of the Second Amended Plan by the Bankruptcy Court. You should review the Disclosure Statement and the Second Amended Plan before you vote. You may wish to seek legal advice concerning the Second Amended Plan and your classification and treatment under the Second Amended Plan. Your Claim has been placed in Class 4 under the Second Amended Plan. If you hold Claims in more than one Class, you will receive a Ballot for each Class in which you are entitled to vote. If the Second Amended Plan is confirmed by the Bankruptcy Court, it will be binding on you whether or not you vote. Item 1 - Amount of First Mortgage Bondholder Claim. On_______________, 2001, the Record Date, the undersigned was the Beneficial Holder of $____________________ of the Debtors' First Mortgage Bonds. Item 2 - Class 4 Vote. The Beneficial Holder of the First Mortgage Bondholder Claims set forth in Item 1 votes as follows (please check one): ________ To Accept (VOTE FOR) the Second Amended Plan ________ To Reject (VOTE AGAINST) the Second Amended Plan Item 3 - Releases The Beneficial Holder of the First Mortgage Bondholder Claims set forth in Item 1 elects: Check this box if you wish to release, waive, and forever discharge your rights, if any, against certain persons and entities as set forth in Section 13.04 of the Plan and as described in Article IX P.3. of the Disclosure Statement. You are under no obligation to check this box. The treatment of your claim as defined in the Second Amended Plan will not be affected by your election not to check this box. Item 4 - Certifications. By signing this Ballot, the undersigned certifies: (a) that no other Ballots have been cast with respect to the First Mortgage Bondholder Claims identified in Item 1, or if earlier Ballots were cast, such earlier Ballots are hereby revoked; (b) that a copy of the Disclosure Statement relating to the Second Amended Plan, together with a copy of the Second Amended Plan, has been provided to and reviewed by the undersigned; and (c) that as the Beneficial Holder of the amount of First Mortgage Bondholder Claims set forth in Item 1, the undersigned has full power and authority to vote to accept or reject the Second Amended Plan and to make the election regarding releases in Item 3. The undersigned also acknowledges that this solicitation is subject to all the terms and conditions set forth in the Disclosure Statement relating to the Second Amended Plan. - 2 - Item 5 - You are urged to vote to accept the Second Amended Plan. Dated: Name of Holder : ------------ ------------------------------------ (Print or Type) Social Security or Tax I.D. No.: ------------------- Signature: ----------------------------------------- By: ------------------------------------------------ Title: --------------------------------------------- (If Appropriate) Street Address: ------------------------------------ City, State, and Zip Code: ------------------------- Telephone No.: ------------------------------------- - 3 - VOTING INSTRUCTIONS PLEASE COMPLETE, SIGN, AND DATE YOUR BALLOT AND RETURN IT PROMPTLY. THE VOTING DEADLINE IS 5:00 P.M. EASTERN TIME _____________, 2001. CONSEQUENTLY, IT IS IMPORTANT FOR YOU TO TIMELY RETURN YOUR BALLOT. INSTRUCTIONS FOR COMPLETING THE BALLOT 1. All capitalized terms used in the Ballot or Voting Instructions, but not otherwise defined therein, shall have the meanings ascribed to them in the Second Amended Plan. 2. The Second Amended Plan can be confirmed by the Bankruptcy Court and thereby made binding upon you if it is accepted by the Holders of at least two-thirds in amount and more than one-half in number of the Claims in each Impaired Class of Claims that vote on the Second Amended Plan and by the Holders of at least two-thirds in amount of the Equity Interests in each Impaired Class of Equity Interests that vote on the Second Amended Plan, and if the Second Amended Plan otherwise satisfies the requirements of Section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Second Amended Plan if it finds that the Second Amended Plan provides fair and equitable treatment to, and does not discriminate unfairly against, the Class or Classes of Claims or Equity Interests rejecting it, and otherwise satisfies the requirements of Section 1129(b) of the Bankruptcy Code. As described in Article XV of the Disclosure Statement, the Proponents will seek confirmation of the Second Amended Plan under Section 1129(b) of the Bankruptcy Code (known as the cramdown section) because of the deemed non-acceptance of the Holders of Equity Interests in Class 10. The Proponents also reserve the right to proceed under Section 1129(b) if any Impaired Class of Claims or Equity Interests do not accept the Second Amended Plan. 3. To ensure that your vote is counted, you must (i) complete your Ballot; (ii) indicate your decision either to accept or reject the Second Amended Plan in the spaces provided in Item 2 of the Ballot; (iii) sign and return the Ballot to the address set forth on the enclosed prepaid envelope. If a Ballot or Master Ballot is received after the Voting Deadline, it will not be counted. IF YOU RECEIVED A RETURN ENVELOPE ADDRESSED TO A BROKER, BANK, NOMINEE, OR PROXY INTERMEDIARY, YOU MUST RETURN YOUR BALLOT TO YOUR BROKER, BANK, NOMINEE, OR PROXY INTERMEDIARY EARLY ENOUGH FOR YOUR VOTE TO BE PROCESSED AND THEN FORWARDED BY THE BROKER, BANK, NOMINEE, OR PROXY INTERMEDIARY TO THE BALLOTING AGENT BY THE VOTING DEADLINE. THEREFORE, PLEASE ALLOW ADDITIONAL TIME. 4. If multiple Ballots are received from a Beneficial Holder of First Mortgage Bondholder Claims with respect to the same First Mortgage Bondholder Claim prior to the Voting Deadline, the last Ballot timely received will supersede and revoke any earlier received Ballots. 5. Your Ballot may not be used for any purpose other than to vote to accept or reject the Second Amended Plan and to make the election regarding releases provided for under the Second Amended Plan. 6. Your Ballot does not constitute, and shall not be deemed to be, a proof of Claim or an assertion or admission of a Claim. 7. Please be sure to sign and date your Ballot. If you are completing the Ballot on behalf of an entity, indicate your relationship with such entity and the capacity in which you are signing. In addition, please provide your name and mailing address if different from that set forth on the attached mailing label or if no such mailing label is attached to your Ballot. 8. If you hold Claims in more than one Class under the Second Amended Plan, you may receive more than one Ballot, one for each different Class. Each Ballot votes only your Claims indicated on that Ballot. Please complete and return each Ballot that you receive. 9. Your Ballot or the Master Ballot executed on your behalf must be received by the Balloting Agent by no later than 5:00 p.m. Eastern Time, on or before the Voting Deadline. If you believe you have received the wrong Ballot, please contact the Balloting Agent, counsel for the Debtors, or your broker or bank immediately. - 4 - PLEASE MAIL YOUR BALLOT PROMPTLY IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE BALLOTING AGENT, AND EVERY EFFORT WILL BE MADE TO ASSIST YOU: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 Toll free number (877) 750-2689 NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE PROPONENTS OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE SECOND AMENDED PLAN, OTHER THAN THE STATEMENTS CONTAINED IN THE DOCUMENTS ENCLOSED HEREWITH. - 5 - NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INSTRUCTIONS OR ADVICE OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS MASTER BALLOT. IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF ALABAMA In re: ss. MOBILE ENERGY SERVICES ss. Case No. 99-10168 COMPANY, L.L.C., ss. Chapter 11 Debtor. ss. In re: ss. MOBILE ENERGY SERVICES ss. Case No. 99-10170 HOLDINGS, INC., ss. Chapter 11 Debtor. ss. (Jointly Administered Under 99-10168) MASTER BALLOT FOR ACCEPTING OR REJECTING SECOND AMENDED JOINT PLAN OF REORGANIZATION DATED FEBRUARY 21, 2001 PROPOSED BY MOBILE ENERGY SERVICES COMPANY, L.L.C., AND MOBILE ENERGY SERVICES HOLDINGS, INC. Class 4 - Holders of First Mortgage Bondholder Claims - CUSIP #607358AA6 This Master Ballot may not be used for any purpose other than for casting votes in favor of acceptance or rejection of the Second Amended Joint Plan of Reorganization Dated February 21, 2001 Proposed by Mobile Energy Services Company, L.L.C., and Mobile Energy Services Holdings, Inc. (the "Second Amended Plan") and for reporting the elections regarding releases made by Beneficial Holders of Allowed First Mortgage Bondholder Claims. All capitalized terms used in the Master Ballot or Voting Instructions, but not otherwise defined therein, shall have the meanings ascribed to them in the Second Amended Plan. This Master Ballot is being sent to brokers, proxy intermediaries, and other nominees of Beneficial Holders ("Banks and Brokers") and is to be used by Banks and Brokers for purposes of casting votes in favor of acceptance or rejection of the Second Amended Plan on behalf of and in accordance with the Ballot/Voting Instructions cast by the Beneficial Holders holding Allowed First Mortgage Bondholder Claims and to report the results of the elections made by such Holders under Section 13.04 of the Second Amended Plan. Master Ballots must be received by Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022 (the "Balloting Agent"), by 5:00 p.m. Eastern Time on _________________, 2001 (the "Voting Deadline") in order to be counted. PLEASE READ AND FOLLOW THE ENCLOSED VOTING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS MASTER BALLOT. PLEASE CHECK THE APPROPRIATE SPACE BELOW TO INDICATE ACCEPTANCE OR REJECTION OF THE SECOND AMENDED PLAN. PLEASE IDENTIFY THE RESPECTIVE CUSTOMER ACCOUNT NUMBERS OR THE RESPECTIVE SEQUENCE NUMBERS OF THE HOLDERS WHO HAVE MADE THE ELECTION SET FORTH IN SECTION 13.04 OF THE PLAN. Item 1 - Amount of First Mortgage Bondholder Claims. On ______________, 2001, the Record Date, the undersigned was the record holder of $___________________ of the Debtors' First Mortgage Bonds ( the "First Mortgage Bondholder Claims") for which voting instructions have been received from beneficial holders (the "Beneficial Holders") as listed in Item 3 below. Item 2 - Class 4 Vote. As instructed by the Beneficial Holders of the aggregate number of First Mortgage Bondholder Claims as set forth in Item 1 above, the undersigned transmits the following votes of such Beneficial Holders in respect of their First Mortgage Bondholder Claims. To Accept (Vote FOR) the Second Amended Plan. Aggregate Amount of First Mortgage Bondholder Claims Aggregate number of Holders To Reject (Vote AGAINST) the Second Amended Plan. Aggregate Amount of First Mortgage Bondholder Claims Aggregate number of Holders Item 3 - Number of Beneficial Holders of First Mortgage Bondholder Claims. The undersigned transmits the following votes of Beneficial Holders of Allowed First Mortgage Bondholder Claims and certifies that the following Beneficial Holders, as identified by their respective customer account numbers or the respective sequence numbers set forth below, are Beneficial Holders as of the Record Date and have delivered to the undersigned by Ballot(s) casting such votes. Insert the aggregate current principal amount under the appropriate column depending on whether the Beneficial Holder voted for or against the Second Amended Plan. Also, indicate (by checking the appropriate row in the far right column) that the Beneficial Holder has made the election regarding releases set forth in Section 13.04 of the Plan and described in Article IX P.3. of the Disclosure Statement. If the Beneficial Holder has not made the election regarding releases, leave the appropriate row in the far right column blank.
------------------------------------------------------------------------------ ------------------------------ ------------------------------------------------------------------------------ ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ Customer Account No. Accept the First Reject the Second Mark Only if Beneficial and/or Customer Name Amended Plan Amended Plan Holder Made The Election for each Beneficial Holder (VOTE FOR) (VOTE AGAINST) Regarding Releases -------------------------------- ---------------------- ---------------------- ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ 1. $ $ -------------------------------- ---------------------- ---------------------- ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ 2. $ $ -------------------------------- ---------------------- ---------------------- ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ 3. $ $ -------------------------------- ---------------------- ---------------------- ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ 4. $ $ -------------------------------- ---------------------- ---------------------- ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ 5. $ $ -------------------------------- ---------------------- ---------------------- ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ Total: -------------------------------- ---------------------- ---------------------- ------------------------------
Item 4 - Certification. By signing this Master Ballot, the undersigned certifies: (a) that each Beneficial Holder of an Allowed First Mortgage Bondholder Claim whose votes are being transmitted by this Master Ballot has been provided with a copy of the Disclosure Statement relating to the Second Amended Plan, together with a copy of the Second Amended Plan; and (b) that the undersigned is the registered or record owner of the aggregate amount of First Mortgage Bondholder Claims set forth in Item 1 and has full power and authority to vote to accept or reject the Second Amended Plan on behalf of the Beneficial Holders identified in Item 3. The undersigned also acknowledges that the solicitation of votes herein is subject to all the terms and conditions set forth in the Disclosure Statement. - 2 - Dated: Name of Firm: ------------------- ------------------------------- (Print or Type) Social Security or Tax I.D. No.: ------------ Signature: ---------------------------------- By: ----------------------------------------- Title: -------------------------------------- Street Address: ----------------------------- City, State, and Zip Code: ------------------ Telephone No.: ------------------------------ DTC Participant No.: ------------------------ THIS MASTER BALLOT MUST BE RECEIVED BY THE BALLOTING AGENT: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 BY 5:00 P.M. EASTERN TIME, ON OR BEFORE _____________, 2001, OR THE VOTES WILL NOT BE COUNTED. - 3 - THIS MASTER BALLOT MUST BE RECEIVED BY THE BALLOTING AGENT: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 BY 5:00 P.M. EASTERN TIME, ON OR BEFORE _____________, 2001, OR YOUR VOTE WILL NOT BE COUNTED. INSTRUCTIONS FOR COMPLETING THE MASTER BALLOT The Proponents are soliciting the votes of Holders of Allowed First Mortgage Bondholder Claims with respect to the Second Amended Plan referred to in the Disclosure Statement (a copy of which is enclosed herewith). The Second Amended Plan can be confirmed by the Bankruptcy Court and thereby made binding upon Creditors if it is accepted by the Holders of at least two-thirds in amount and more than one-half in number of the Claims in each Impaired Class of Claims that vote on the Second Amended Plan and by the Holders of at least two-thirds in amount of the Equity Interests in each Impaired Class of Equity Interests that vote on the Second Amended Plan, and if the Second Amended Plan otherwise satisfies the requirements of Section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Second Amended Plan if it finds that the Second Amended Plan provides fair and equitable treatment to, and does not discriminate unfairly against, the Class or Classes of Claims or Equity Interests rejecting it, and otherwise satisfies the requirements of Section 1129(b) of the Bankruptcy Code. As described in Article XV of the Disclosure Statement, the Proponents will seek confirmation of the Second Amended Plan under Section 1129(b) of the Bankruptcy Code (known as the cramdown section) because of the deemed non-acceptance of the Holders of Equity Interests in Class 10. The Proponents also reserve the right to proceed under Section 1129(b) if any Impaired Class of Claims or Equity Interests do not accept the Second Amended Plan. To have the votes of your Beneficial Holders count, you must complete and return this Master Ballot by the Voting Deadline (as defined below). You should deliver the Beneficial Holder Ballot and other documents relating to the Second Amended Plan, including the Disclosure Statement (collectively, "Solicitation Materials") to each Beneficial Holder of First Mortgage Bondholder Claims and take any action required to enable each such Beneficial Holder to vote the First Mortgage Bondholder Claims held by such Beneficial Holder. With regard to any Beneficial Holder Ballots returned to you, to have the vote of your Beneficial Holder count, you must not later than ____________, 2001, 5:00 p.m. Eastern Time (the "Voting Deadline") either: (i) forward such Beneficial Holder Ballots to the Balloting Agent at Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022 indicating the appropriate authority to vote from such Beneficial Holder Ballot submitted; or (ii)(a) retain such Beneficial Holder Ballots in your files and transfer the requested information from each such Beneficial Holder Ballot onto the attached Master Ballot or your computer generated version of the Master Ballot that contains the same information (b) execute the Master Ballot, and (c) arrange for delivery by courier, overnight delivery, U.S. Mail, or by hand delivery of such Master Ballot to the Balloting Agent at Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022. Please keep any records of the voting instructions received from Beneficial Holders, including all Beneficial Holder Ballots, until _______________, 2001 (or such other date as is set by subsequent Bankruptcy Court order). To properly complete the Master Ballot, take the following steps: 1. provide appropriate information for each of the items on the Master Ballot. Please note that Item 3 requests information for each individual beneficial holder that voted for whom you hold First Mortgage Bondholder Claims in your name. To identify such Beneficial Holders without disclosing their names, please use the customer account number assigned by you to identify each such Beneficial Holder or, if no such customer account number exists, please use the sequential numbers provided (making sure to retain a separate list of each Beneficial Holder and his or her assigned sequential number); 2. vote to accept or reject the Second Amended Plan in Item 2 for the First Mortgage Bondholder Claims held by you as the registered holder on behalf of the Beneficial Holders; 3. identify the Beneficial Holders who made the election regarding releases set forth in Section 13.04 of the Second Amended Plan by placing a check mark in the appropriate column in the chart in Item 3 ; 4. sign and date your Master Ballot; 5. if you are completing this Master Ballot on behalf of another entity, state the title of such entity; and - 4 - 6. provide your name and mailing address on the Master Ballot. The Debtor requests that you retain in your files the Ballots received from the Beneficial Holders at least until __________________ (or such other date as is set by subsequent Bankruptcy Court order). o You should deliver the green-colored Ballot to each Beneficial Holder of First Mortgage Bondholder Claims and take any action required to enable each such Beneficial Holder to vote its respective First Mortgage Bondholder Claims in favor of acceptance or rejection of the Second Amended Plan. With regard to any Ballots returned to you, you must either (i) forward such Ballots to the Balloting Agent; or (ii)(a) retain such Ballots in your files and transfer the requested information from each such Ballot onto the attached Master Ballot; (b) execute the Master Ballot; and (c) arrange for delivery of such Master Ballot to the Balloting Agent at the address above. o If you are both the registered holder and Beneficial Holder of any of the First Mortgage Bondholder Claims and you wish to vote such First Mortgage Bondholder Claims, you may return either a Ballot or a Master Ballot. o YOUR MASTER BALLOT MUST BE DELIVERED TO THE BALLOTING AGENT BY COURIER, OVERNIGHT DELIVERY, U.S. MAIL, OR HAND DELIVERY PRIOR TO THE VOTING DEADLINE. IF YOUR MASTER BALLOT IS NOT RECEIVED BY THE BALLOTING AGENT PRIOR TO THE VOTING DEADLINE, THEN THE VOTES IN FAVOR OF ACCEPTANCE OR REJECTION OF THE SECOND AMENDED PLAN WILL NOT BE COUNTED. YOUR MASTER BALLOT MUST CONTAIN AN ORIGINAL SIGNATURE. OTHERWISE SUCH MASTER BALLOT WILL NOT BE COUNTED. FACSIMILE COPIES OF YOUR MASTER BALLOT WILL NOT BE ACCEPTED OR COUNTED. IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE BALLOTING AGENT, AND EVERY EFFORT WILL BE MADE TO ASSIST YOU: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 Banks call Lloyd Lefcourt (212) 750-7419 Brokers call Frank Lentini (212) 750-7946 NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE PROPONENTS OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE SECOND AMENDED PLAN, OTHER THAN THE STATEMENTS CONTAINED IN THE DOCUMENTS ENCLOSED HEREWITH. - 5 - NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INSTRUCTIONS OR ADVICE OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT. IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF ALABAMA In re: ss. MOBILE ENERGY SERVICES ss. Case No. 99-10168 COMPANY, L.L.C., ss. Chapter 11 Debtor. ss. In re: ss. MOBILE ENERGY SERVICES ss. Case No. 99-10170 HOLDINGS, INC., ss. Chapter 11 Debtor. ss. (Jointly Administered Under 99-10168) BENEFICIAL HOLDER BALLOT FOR ACCEPTING OR REJECTING SECOND AMENDED JOINT PLAN OF REORGANIZATION DATED FEBRUARY 21, 2001 PROPOSED BY MOBILE ENERGY SERVICES COMPANY, L.L.C., AND MOBILE ENERGY SERVICES HOLDINGS, INC. Class 5 - Holders of Tax-Exempt Bondholders Claims - CUSIP #607168AY7 PLEASE READ AND FOLLOW THE ENCLOSED VOTING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THE BALLOT. PLEASE CHECK THE APPROPRIATE SPACE BELOW TO INDICATE YOUR ACCEPTANCE OR REJECTION OF THE SECOND AMENDED PLAN. PLEASE CONSIDER WHETHER TO CHECK THE APPROPRIATE SPACE BELOW TO MAKE THE ELECTION REGARDING RELEASES UNDER SECTION 13.04 OF THE SECOND AMENDED PLAN. ------------------------------------------------------------------------------- IF YOU HAVE RECEIVED A RETURN ENVELOPE ADDRESSED TO A BROKER, BANK, NOMINEE, OR PROXY INTERMEDIARY, YOU MUST RETURN YOUR BALLOT TO YOUR BROKER, BANK, NOMINEE, OR PROXY INTERMEDIARY EARLY ENOUGH FOR YOUR VOTE TO BE PROCESSED AND THEN FORWARDED BY THE BROKER, BANK, NOMINEE, OR PROXY INTERMEDIARY TO INNISFREE M&A INCORPORATED, 501 MADISON AVENUE, 20TH FLOOR, NEW YORK, NEW YORK 10022 (THE "BALLOTING AGENT") BY 5:00 P.M. EASTERN TIME ON __________________, 2001 (THE "VOTING DEADLINE"). THEREFORE, PLEASE ALLOW ADDITIONAL TIME. ------------------------------------------------------------------------------- The Bankruptcy Court has approved the Disclosure Statement (the "Disclosure Statement") with the regard to the Second Amended Joint Plan of Reorganization Dated February 21, 2001 Proposed by Mobile Energy Services Company, L.L.C., and Mobile Energy Services Holdings, Inc. (the "Second Amended Plan"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. If you do not have a Disclosure Statement, you may obtain a copy from the Balloting Agent or from counsel for the Debtors. Bankruptcy Court approval of the Disclosure Statement does not indicate approval of the Second Amended Plan by the Bankruptcy Court. You should review the Disclosure Statement and the Second Amended Plan before you vote. You may wish to seek legal advice concerning the Second Amended Plan and your classification and treatment under the Second Amended Plan. Your Claim has been placed in Class 5 under the Second Amended Plan. If you hold Claims in more than one Class, you will receive a Ballot for each Class in which you are entitled to vote. If the Second Amended Plan is confirmed by the Bankruptcy Court, it will be binding on you whether or not you vote. Item 1 - Amount of Tax-Exempt Bondholders Claim. On_______________, 2001, the Record Date, the undersigned was the Beneficial Holder of $_____________________ of the Debtors' Tax-Exempt Bonds. Item 2 - Class 5 Vote. The Beneficial Holder of the Tax-Exempt Bondholders Claim set forth in Item 1 votes as follows (please check one): ________ To Accept (VOTE FOR) the Second Amended Plan ________ To Reject (VOTE AGAINST) the Second Amended Plan Item 3 - Releases The Beneficial Holder of the Tax-Exempt Claims set forth in Item 1 elects: Check this box if you wish to release, waive, and forever discharge your rights, if any, against certain persons and entities as set forth in Section 13.04 of the Plan and as described in Article IX P.3. of the Disclosure Statement. You are under no obligation to check this box. The treatment of your claim as defined in the Second Amended Plan will not be affected by your election not to check this box. Item 4 - Certifications. By signing this Ballot, the undersigned certifies: (a) that no other Ballots have been cast with respect to the Tax-Exempt Bondholders Claims identified in Item 1, or if earlier Ballots were cast, such earlier Ballots are hereby revoked; (b) that a copy of the Disclosure Statement relating to the Second Amended Plan, together with a copy of the Second Amended Plan, has been provided to and reviewed by the undersigned; and (c) that as the Beneficial Holder of the amount of Tax-Exempt Bondholders Claims set forth in Item 1, the undersigned has full power and authority to vote to accept or reject the Second Amended Plan and to make the election regarding release in Item 3. The undersigned also acknowledges that this solicitation is subject to all the terms and conditions set forth in the Disclosure Statement relating to the Second Amended Plan. - 2 - Item 5 - You are urged to vote to accept the Second Amended Plan. Dated: Name of Holder: ------------- ------------------------------- (Print or Type) Social Security or Tax I.D. No.: -------------- Signature: ------------------------------------ By: ------------------------------------------- Title: ---------------------------------------- (If Appropriate) Street Address: ------------------------------- City, State, and Zip Code: -------------------- Telephone No.: -------------------------------- - 3 - VOTING INSTRUCTIONS PLEASE COMPLETE, SIGN, AND DATE YOUR BALLOT AND RETURN IT PROMPTLY. THE VOTING DEADLINE IS 5:00 P.M. EASTERN TIME_____________, 2001. CONSEQUENTLY, IT IS IMPORTANT FOR YOU TO TIMELY RETURN YOUR BALLOT. INSTRUCTIONS FOR COMPLETING THE BALLOT 1. All capitalized terms used in the Ballot or Voting Instructions, but not otherwise defined therein, shall have the meanings ascribed to them in the Second Amended Plan. 2. The Second Amended Plan can be confirmed by the Bankruptcy Court and thereby made binding upon you if it is accepted by the Holders of at least two-thirds in amount and more than one-half in number of the Claims in each Impaired Class of Claims that vote on the Second Amended Plan and by the Holders of at least two-thirds in amount of the Equity Interests in each Impaired Class of Equity Interests that vote on the Second Amended Plan, and if the Second Amended Plan otherwise satisfies the requirements of Section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Second Amended Plan if it finds that the Second Amended Plan provides fair and equitable treatment to, and does not discriminate unfairly against, the Class or Classes of Claims or Equity Interests rejecting it, and otherwise satisfies the requirements of Section 1129(b) of the Bankruptcy Code. As described in Article XV of the Disclosure Statement, the Proponents will seek confirmation of the Second Amended Plan under Section 1129(b) of the Bankruptcy Code (known as the cramdown section) because of the deemed non-acceptance of the Holders of Equity Interests in Class 10. The Proponents also reserve the right to proceed under Section 1129(b) if any Impaired Class of Claims or Equity Interests do not accept the Second Amended Plan. 3. To ensure that your vote is counted, you must (i) complete your Ballot; (ii) indicate your decision either to accept or reject the Second Amended Plan in the spaces provided in Item 2 of the Ballot; (iii) sign and return the Ballot to the address set forth on the enclosed prepaid envelope. If a Ballot or Master Ballot is received after the Voting Deadline, it will not be counted. IF YOU RECEIVED A RETURN ENVELOPE ADDRESSED TO A BROKER, BANK, NOMINEE, OR PROXY INTERMEDIARY, YOU MUST RETURN YOUR BALLOT TO YOUR BROKER, BANK, NOMINEE, OR PROXY INTERMEDIARY EARLY ENOUGH FOR YOUR VOTE TO BE PROCESSED AND THEN FORWARDED BY THE BROKER, BANK, NOMINEE, OR PROXY INTERMEDIARY TO THE BALLOTING AGENT BY THE VOTING DEADLINE. THEREFORE, PLEASE ALLOW ADDITIONAL TIME. 4. If multiple Ballots are received from a Beneficial Holder of Tax-Exempt Bondholders Claims with respect to the same Tax-Exempt Bondholders Claim prior to the Voting Deadline, the last Ballot timely received will supersede and revoke any earlier received Ballots. 5. Your Ballot may not be used for any purpose other than to vote to accept or reject the Second Amended Plan and to make the election provided under the Second Amended Plan. 6. Your Ballot does not constitute, and shall not be deemed to be, a proof of Claim or an assertion or admission of a Claim. 7. Please be sure to sign and date your Ballot. If you are completing the Ballot on behalf of an entity, indicate your relationship with such entity and the capacity in which you are signing. In addition, please provide your name and mailing address if different from that set forth on the attached mailing label or if no such mailing label is attached to your Ballot. 8. If you hold Claims in more than one Class under the Second Amended Plan, you may receive more than one Ballot, one for each different Class. Each Ballot votes only your Claims indicated on that Ballot. Please complete and return each Ballot that you receive. 9. Your Ballot or the Master Ballot executed on your behalf must be received by the Balloting Agent no later than 5:00 p.m. Eastern Time, on or before the Voting Deadline. If you believe you have received the wrong Ballot, please contact the Balloting Agent, counsel for the Debtors, or your broker or bank immediately. - 4 - PLEASE MAIL YOUR BALLOT PROMPTLY IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE BALLOTING AGENT, AND EVERY EFFORT WILL BE MADE TO ASSIST YOU: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 Toll free number (877) 750-2689 NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE PROPONENTS OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE SECOND AMENDED PLAN, OTHER THAN THE STATEMENTS CONTAINED IN THE DOCUMENTS ENCLOSED HEREWITH. - 5 - NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INSTRUCTIONS OR ADVICE OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS MASTER BALLOT. IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF ALABAMA In re: ss. MOBILE ENERGY SERVICES ss. Case No. 99-10168 COMPANY, L.L.C., ss. Chapter 11 Debtor. ss. In re: ss. MOBILE ENERGY SERVICES ss. Case No. 99-10170 HOLDINGS, INC., ss. Chapter 11 Debtor. ss. (Jointly Administered Under 99-10168) MASTER BALLOT FOR ACCEPTING OR REJECTING SECOND AMENDED JOINT PLAN OF REORGANIZATION DATED FEBRUARY 21, 2001 PROPOSED BY MOBILE ENERGY SERVICES COMPANY, L.L.C., AND MOBILE ENERGY SERVICES HOLDINGS, INC. Class 5 - Holders of Tax-Exempt Bondholders Claims - CUSIP #607168AY7 This Master Ballot may not be used for any purpose other than for casting votes in favor of acceptance or rejection of the Second Amended Joint Plan of Reorganization Dated February 21, 2001 Proposed by Mobile Energy Services Company, L.L.C., and Mobile Energy Services Holdings, Inc. (the "Second Amended Plan") and reporting the election regarding releases set forth in Section 13.04 of the Second Amended Plan. All capitalized terms used in the Master Ballot or Voting Instructions, but not otherwise defined therein, shall have the meanings ascribed to them in the Second Amended Plan. This Master Ballot is being sent to brokers, proxy intermediaries, and other nominees of Beneficial Holders ("Banks and Brokers") and is to be used by Banks and Brokers for purposes of casting votes in favor of acceptance or rejection of the Second Amended Plan on behalf of and in accordance with the Ballot/Voting Instructions cast by the Beneficial Holders holding Tax-Exempt Bondholders Claims. Additionally, this Master Ballot is to be used by Banks and Brokers to identify the elections made under Section 13.04 of the Second Amended Plan. Master Ballots must be received by Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022 (the "Balloting Agent"), by 5:00 p.m. Eastern Time on _________________, 2001 (the "Voting Deadline") in order to be counted. PLEASE READ AND FOLLOW THE ENCLOSED VOTING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS MASTER BALLOT. PLEASE CHECK THE APPROPRIATE SPACE BELOW TO INDICATE ACCEPTANCE OR REJECTION OF THE SECOND AMENDED PLAN. PLEASE IDENTIFY THE RESPECTIVE CUSTOMER ACCOUNT NUMBERS OR THE RESPECTIVE SEQUENCE NUMBERS OF THE HOLDERS WHO HAVE MADE THE ELECTION SET FORTH IN SECTION 13.04 OF THE PLAN. Item 1 - Amount of Tax-Exempt Bondholders Claims. On ______________, 2001, the Record Date, the undersigned was the record holder of $___________________ of the Debtors' Tax-Exempt Bonds ( the "Tax-Exempt Bondholders Claims") for which voting instructions have been received from beneficial holders (the "Beneficial Holders") as listed in Item 3 below. Item 2 - Class 5 Vote. As instructed by the Beneficial Holders of the aggregate number of Tax-Exempt Bondholders Claims as set forth in Item 1 above, the undersigned transmits the following votes of such Beneficial Holders in respect of their Tax-Exempt Bondholders Claims. To Accept (Vote FOR) the Second Amended Plan. Aggregate Amount of Tax-Exempt Bondholders Claims Aggregate number of Holders To Reject (Vote AGAINST) the Second Amended Plan. Aggregate Amount of Tax-Exempt Bondholders Claims Aggregate number of Holders Item 3 - Number of Beneficial Holders of Tax-Exempt Bondholders Claims. The undersigned transmits the following votes of Beneficial Holders of Allowed Tax Exempt Bondholder Claims and certifies that the following Beneficial Holders, as identified by their respective customer account numbers or the respective sequence numbers set forth below, are Beneficial Holders as of the Record Date and have delivered to the undersigned by Ballot(s) casting such votes. Insert the aggregate current principal amount under the appropriate column depending on whether the Beneficial Holder voted for or against the Second Amended Plan. Also, indicate (by checking the appropriate row in the far right column) that the Beneficial Holder has made the election regarding releases set forth in Section 13.04 of the Plan and described in Article IX P.3. of the Disclosure Statement. If the Beneficial Holder has not made the election regarding releases, leave the appropriate row in the far right column blank.
------------------------------------------------------------------------------ ------------------------------ ------------------------------------------------------------------------------ ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ Customer Account No. Accept the First Reject the Second Mark Only if Beneficial and/or Customer Name Amended Plan Amended Plan Holder Made The Election for each Beneficial Holder (VOTE FOR) (VOTE AGAINST) Regarding Releases -------------------------------- ---------------------- ---------------------- ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ 1. $ $ -------------------------------- ---------------------- ---------------------- ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ 2. $ $ -------------------------------- ---------------------- ---------------------- ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ 3. $ $ -------------------------------- ---------------------- ---------------------- ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ 4. $ $ -------------------------------- ---------------------- ---------------------- ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ 5. $ $ -------------------------------- ---------------------- ---------------------- ------------------------------ -------------------------------- ---------------------- ---------------------- ------------------------------ Total: -------------------------------- ---------------------- ---------------------- ------------------------------
Item 4 - Certification. By signing this Master Ballot, the undersigned certifies: (a) that each Beneficial Holder of an Allowed Tax-Exempt Bondholders Claim whose votes are being transmitted by this Master Ballot has been provided with a copy of the Disclosure Statement relating to the Second Amended Plan, together with a copy of the Second Amended Plan; and (b) that the undersigned is the registered or record owner of the aggregate amount of Tax-Exempt Bondholders Claims set forth in Item 1 and has full power and authority to vote to accept or reject the Second Amended Plan on behalf of the Beneficial Holders identified in Item 3. The undersigned also acknowledges that the solicitation of votes herein is subject to all the terms and conditions set forth in the Disclosure Statement. Dated: Name of Firm: ------------------ --------------------------------- (Print or Type) Social Security or Tax I.D. No.: -------------- Signature: ------------------------------------ By: ------------------------------------------- Title: ---------------------------------------- Street Address: ------------------------------- City, State, and Zip Code: -------------------- Telephone No.: -------------------------------- DTC Participant No.: -------------------------- THIS MASTER BALLOT MUST BE RECEIVED BY THE BALLOTING AGENT: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 BY 5:00 P.M. EASTERN TIME, ON OR BEFORE _____________, 2001, OR YOUR VOTE WILL NOT BE COUNTED. THIS MASTER BALLOT MUST BE RECEIVED BY THE BALLOTING AGENT: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 BY 5:00 P.M. EASTERN TIME, ON OR BEFORE _____________, 2001, OR YOUR VOTE WILL NOT BE COUNTED. INSTRUCTIONS FOR COMPLETING THE MASTER BALLOT The Proponents are soliciting the votes of Holders of Allowed Tax-Exempt Bondholders Claims with respect to the Second Amended Plan referred to in the Disclosure Statement (a copy of which is enclosed herewith). The Second Amended Plan can be confirmed by the Bankruptcy Court and thereby made binding upon Creditors if it is accepted by the Holders of at least two-thirds in amount and more than one-half in number of the Claims in each Impaired Class of Claims that vote on the Second Amended Plan and by the Holders of at least two-thirds in amount of the Equity Interests in each Impaired Class of Equity Interests that vote on the Second Amended Plan, and if the Second Amended Plan otherwise satisfies the requirements of Section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Second Amended Plan if it finds that the Second Amended Plan provides fair and equitable treatment to, and does not discriminate unfairly against, the Class or Classes of Claims or Equity Interests rejecting it, and otherwise satisfies the requirements of Section 1129(b) of the Bankruptcy Code. As described in Article XV of the Disclosure Statement, the Proponents will seek confirmation of the Second Amended Plan under Section 1129(b) of the Bankruptcy Code (known as the cramdown section) because of the deemed non-acceptance of the Holders of Equity Interests in Class 10. The Proponents also reserve the right to proceed under Section 1129(b) if any Impaired Class of Claims or Equity Interests do not accept the Second Amended Plan. To have the votes of your Beneficial Holders count, you must complete and return this Master Ballot by the Voting Deadline (as defined below). You should deliver the Beneficial Holder Ballot and other documents relating to the Second Amended Plan, including the Disclosure Statement (collectively, "Solicitation Materials") to each Beneficial Holder of Tax-Exempt Bondholders Claims and take any action required to enable each such Beneficial Holder to vote the Tax-Exempt Bondholders Claims held by such Beneficial Holder. With regard to any Beneficial Holder Ballots returned to you, to have the vote of your Beneficial Holder count, you must not later than ____________, 2001, 5:00 p.m. Eastern Time (the "Voting Deadline") either: (i) forward such Beneficial Holder Ballots to the Balloting Agent at Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022 indicating the appropriate authority to vote from such Beneficial Holder Ballot submitted; or (ii)(a) retain such Beneficial Holder Ballots in your files and transfer the requested information from each such Beneficial Holder Ballot onto the attached Master Ballot or your computer generated version of the Master Ballot that contains the same information (b) execute the Master Ballot, and (c) arrange for delivery by courier, overnight delivery, U.S. Mail, or by hand delivery of such Master Ballot to the Balloting Agent at Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022. Please keep any records of the voting instructions received from Beneficial Holders, including all Beneficial Holder Ballots, until _______________, 2001 (or such other date as is set by subsequent Bankruptcy Court order). To properly complete the Master Ballot, take the following steps: 1. provide appropriate information for each of the items on the Master Ballot. Please note that Item 3 requests information for each individual beneficial holder that voted for whom you hold Tax-Exempt Bondholders Claims in your name (the "Beneficial Holders"). To identify such Beneficial Holders without disclosing their names, please use the customer account number assigned by you to identify each such Beneficial Holder or, if no such customer account number exists, please use the sequential numbers provided (making sure to retain a separate list of each Beneficial Holder and his or her assigned sequential number); 2. vote to accept or reject the Second Amended Plan in Item 2 for the Tax-Exempt Bondholders Claims held by you as the registered holder on behalf of the Beneficial Holders; 3. identify the Beneficial Holders who made the election regarding releases set forth in Section 13.04 of the Second Amended Plan by placing a checkmark in the appropriate column in the chart in item 3; 4. sign and date your Master Ballot; 5. if you are completing this Master Ballot on behalf of another entity, state the title of such entity; and 6. provide your name and mailing address on the Master Ballot. The Debtor requests that you retain in your files the Ballots received from the Beneficial Holders at least until __________________ (or such other date as is set by subsequent Bankruptcy Court order). o You should deliver the beige-colored Ballot to each Beneficial Holder of Tax-Exempt Bondholders Claims and take any action required to enable each such Beneficial Holder to vote its respective Tax-Exempt Bondholders Claims in favor of acceptance or rejection of the Second Amended Plan. With regard to any Ballots returned to you, you must either (i) forward such Ballots to the Balloting Agent; or (ii)(a) retain such Ballots in your files and transfer the requested information from each such Ballot onto the attached Master Ballot; (b) execute the Master Ballot; and (c) arrange for delivery of such Master Ballot to the Balloting Agent at the address above. o If you are both the registered holder and Beneficial Holder of any of the Tax-Exempt Bondholders Claims and you wish to vote such Tax-Exempt Bondholders Claims, you may return either a Ballot or a Master Ballot. o YOUR MASTER BALLOT MUST BE DELIVERED TO THE BALLOTING AGENT BY COURIER, OVERNIGHT DELIVERY, U.S. MAIL, OR HAND DELIVERY PRIOR TO THE VOTING DEADLINE. IF YOUR MASTER BALLOT IS NOT RECEIVED BY THE BALLOTING AGENT PRIOR TO THE VOTING DEADLINE, THEN THE VOTES IN FAVOR OF ACCEPTANCE OR REJECTION OF THE SECOND AMENDED PLAN WILL NOT BE COUNTED. YOUR MASTER BALLOT MUST CONTAIN AN ORIGINAL SIGNATURE. OTHERWISE SUCH MASTER BALLOT WILL NOT BE COUNTED. FACSIMILE COPIES OF YOUR MASTER BALLOT WILL NOT BE ACCEPTED OR COUNTED. IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE BALLOTING AGENT, AND EVERY EFFORT WILL BE MADE TO ASSIST YOU: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 Banks call Lloyd Lefcourt (212) 750-7419 Brokers call Frank Lentini (212) 750-7946 NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE PROPONENTS OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE SECOND AMENDED PLAN, OTHER THAN THE STATEMENTS CONTAINED IN THE DOCUMENTS ENCLOSED HEREWITH. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INSTRUCTIONS OR ADVICE OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT. IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF ALABAMA In re: ss. MOBILE ENERGY SERVICES ss. Case No. 99-10168 COMPANY, L.L.C., ss. Chapter 11 Debtor. ss. In re: ss. MOBILE ENERGY SERVICES ss. Case No. 99-10170 HOLDINGS, INC., ss. Chapter 11 Debtor. ss. (Jointly Administered Under 99-10168) BALLOT FOR ACCEPTING OR REJECTING SECOND AMENDED JOINT PLAN OF REORGANIZATION DATED FEBRUARY 21, 2001 PROPOSED BY MOBILE ENERGY SERVICES COMPANY, L.L.C., AND MOBILE ENERGY SERVICES HOLDINGS, INC. Class 8 - Holders of Southern Claims This Ballot may not be used for any purpose other than for casting votes in favor of acceptance or rejection of the Second Amended Joint Plan of Reorganization Dated February 21, 2001 Proposed by Mobile Energy Services Company, L.L.C., and Mobile Energy Services Holdings, Inc. (the "Second Amended Plan") and for making the election set forth in Section 13.04 of the Second Amended Plan. All capitalized terms used in the Ballot or Voting Instructions, but not otherwise defined therein, shall have the meanings ascribed to them in the Second Amended Plan. PLEASE READ AND FOLLOW THE ENCLOSED VOTING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS BALLOT. PLEASE CHECK THE APPROPRIATE BOX BELOW TO INDICATE ACCEPTANCE OR REJECTION OF THE SECOND AMENDED PLAN. PLEASE CONSIDER WHETHER TO CHECK THE APPROPRIATE SPACE BELOW TO MAKE THE ELECTION UNDER SECTION 13.04 OF THE SECOND AMENDED PLAN. Item 1 - Amount of Southern Claim. On ______________, 2001, the undersigned was the Holder of $___________________ of Southern Claims (the "Southern Claim"). Item 2 - Class 8 Vote. The undersigned transmits the following vote of with respect to its Southern Claim. ________ To Accept (VOTE FOR) the Second Amended Plan ________ To Reject (VOTE AGAINST) the Second Amended Plan Item 3 - Certification By signing this Ballot, the undersigned certifies: (a) that such Holder of a Southern Claim whose vote is being transmitted by this Ballot has been provided with a copy of the Disclosure Statement relating to the Second Amended Plan, together with a copy of the Second Amended Plan; and (b) that the undersigned is the Holder of the Southern Claim set forth in Item 1 and has full power and authority to vote to accept or reject the Second Amended Plan on account of such Southern Claim. The undersigned also acknowledges that the solicitation of votes herein is subject to all the terms and conditions set forth in the Disclosure Statement. Item 4 - Releases The Holder of the Southern Claim elects: Check this box if you wish to release, waive, and forever discharge your rights, if any, against certain persons and entities as set forth in Section 13.04 of the Plan and as described in Article IX P.3. of the Disclosure Statement. You are under no obligation to check this box. The treatment of your claim as defined in the Second Amended Plan will not be affected by your election not to check this box. Dated: Name of Voter: ---------------- ----------------------------- (Print or Type) Social Security or Tax I.D. No.: ----------- Signature: --------------------------------- By: ---------------------------------------- (If Appropriate) Title: ------------------------------------- (If Appropriate) Street Address: ---------------------------- City, State, and Zip Code: ----------------- Telephone No.: ----------------------------- - 2 - THIS BALLOT MUST BE RECEIVED BY THE BALLOTING AGENT: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 BY 5:00 P.M. EASTERN TIME, ON OR BEFORE _____________, 2001, OR YOUR VOTE WILL NOT BE COUNTED. - 3 - THIS BALLOT MUST BE RECEIVED BY THE BALLOTING AGENT: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 BY 5:00 P.M. EASTERN TIME, ON OR BEFORE _____________, 2001, OR YOUR VOTE WILL NOT BE COUNTED. CONSEQUENTLY, IT IS IMPORTANT FOR YOU TO TIMELY RETURN YOUR BALLOT. INSTRUCTIONS FOR COMPLETING THE BALLOT The Proponents are soliciting the votes of Holders of Southern Claims with respect to the Second Amended Plan referred to in the Disclosure Statement (a copy of which is enclosed herewith). The Second Amended Plan can be confirmed by the Bankruptcy Court and thereby made binding upon you if it is accepted by the Holders of at least two-thirds in amount and more than one-half in number of the Claims in each Impaired Class of Claims that vote on the Second Amended Plan and by the Holders of at least two-thirds in amount of the Equity Interests in each Impaired Class of Equity Interests that vote on the Second Amended Plan, and if the Second Amended Plan otherwise satisfies the requirements of Section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Second Amended Plan if it finds that the Second Amended Plan provides fair and equitable treatment to, and does not discriminate unfairly against, the Class or Classes of Claims or Equity Interests rejecting it, and otherwise satisfies the requirements of Section 1129(b) of the Bankruptcy Code. As described in Article XV of the Disclosure Statement, the Proponents will seek confirmation of the Second Amended Plan under Section 1129(b) of the Bankruptcy Code (known as the cramdown section) because of the deemed non-acceptance of the Holders of Equity Interests in Class 10. The Proponents also reserve the right to proceed under Section 1129(b) if any Impaired Class of Claims or Equity Interests do not accept the Second Amended Plan. To have your vote count, you must complete and return this Ballot not later than ____________, 2001, 5:00 p.m. Eastern Time (the "Voting Deadline") to the Balloting Agent at Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022 (the "Balloting Agent") by courier, overnight delivery, U.S. Mail, or by hand delivery of this Ballot To properly complete this Ballot, take the following steps: 1. provide appropriate information for each of the items on this Ballot; 2. vote to accept or reject the Second Amended Plan in Item 2 on account of your Southern Claim; 3. sign and date your Ballot; 4. if you are completing this Ballot on behalf of another entity, state the title of such entity; and 5. provide your name and mailing address if different from the preprinted address on the Ballot or if no preprinted address appears on the Ballot. YOUR BALLOT MUST BE DELIVERED TO THE BALLOTING AGENT BY COURIER, OVERNIGHT DELIVERY, U.S. MAIL, OR HAND DELIVERY PRIOR TO THE VOTING DEADLINE. YOUR BALLOT MUST CONTAIN AN ORIGINAL SIGNATURE. OTHERWISE SUCH BALLOT WILL NOT BE COUNTED. FACSIMILE COPIES OF YOUR BALLOT WILL NOT BE ACCEPTED OR COUNTED. IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE BALLOTING AGENT, AND EVERY EFFORT WILL BE MADE TO ASSIST YOU: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE PROPONENTS OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE SECOND AMENDED PLAN, OTHER THAN THE STATEMENTS CONTAINED IN THE DOCUMENTS ENCLOSED HEREWITH. - 4 -