Windsor Petroleum Transport Corporation Launches Consent Solicitation

HAMILTON, Bermuda, Oct. 15 /PRNewswire/ -- Windsor Petroleum Transport Corporation ("Windsor"), a Delaware corporation, announced today the launch of a consent solicitation to approve the proposed current or future sale, as the case may be, of each of the four very large crude carrier vessels ("VLCCs") that serves as part of the collateral for Windsor's 7.84% Term Secured Notes due 2021 (CUSIP 973735 AY9/ISIN US973735AY91) (the "Notes"), as specifically provided for under the indenture relating to the Notes (the "Indenture"), and to amend the Indenture and amend or terminate certain related collateral and other agreements.

The purpose of the consent solicitation is (a) to approve pursuant to the Indenture the sale of the m.t. British Pioneer, one of four collateral vessels related to the Notes (the "British Pioneer"), (b) to provide for the British Pioneer's release as collateral under the related collateral agreements, and (c) to amend and clarify certain other Indenture provisions, collateral agreement provisions, and management agreement provisions ((a), (b) and (c), collectively, the "Proposal"). In addition to its application to the British Pioneer, the Proposal will also approve the sale in future years, if necessary, of the m.t. British Purpose, m.t. British Progress and m.t. British Pride, the three other collateral vessels related to the Notes (the "Other Collateral Vessels"), and the release of each of the Other Collateral Vessels as collateral under the related collateral agreements in the event of each such sale.

As part of the Proposal, the management agreement for the British Pioneer will be amended to provide the trustee under the Indenture and Frontline Ltd., the manager of the British Pioneer (the "Manager"), additional flexibility in the furnishing and acceptance of an Adequate Bid (as defined in the consent solicitation statement) for the sale of the British Pioneer, and to permit the Manager to charter the British Pioneer in the spot charter market, if required, after the termination on January 2, 2011 of the British Pioneer's current charter and prior to the sale and delivery of the British Pioneer. Corresponding amendments to the management agreements for the Other Collateral Vessels will also be made.

The proposed amendments to the Indenture and related collateral and other agreements are fully described in the Windsor consent solicitation statement dated October 15, 2010. Holders of the Notes are urged to read and carefully consider the information contained in the consent solicitation statement.

Windsor is soliciting consents because, due to current conditions in the charter market for VLCCs, the Manager's efforts to enter into a replacement charter for the British Pioneer on the terms required by the Indenture (an "Acceptable Replacement Charter") have failed.  Furthermore, the Manager has determined that no Acceptable Replacement Charter is expected to be available after the expiration of the British Pioneer's current charter on January 2, 2011.  Although the current charters for the three Other Collateral Vessels will not terminate until at least February 2012, July 2012, and July 2012, respectively, Windsor is seeking to pre- approve the sale and to amend the Indenture, related collateral agreements and management agreement in respect of each of the Other Collateral Vessels to avoid incurring the additional expense of seeking further bondholder consent should the Manager determine in the future that an Acceptable Replacement Charter is not available for each of the Other Collateral Vessels when its current charter terminates.

Windsor is offering a consent fee of US$1.00 per US$1,000.00 principal amount of its Notes to holders of record at the close of business on Oct. 14, 2010 that validly provide their consent to the proposed amendments by 5 p.m. EDT on Oct. 28, 2010. Windsor's obligation to accept consents and pay a consent fee to consenting holders is subject to conditions as set forth in the consent solicitation statement.

Jefferies & Company, Inc. is acting as the Solicitation Agent for the consent solicitation. D.F. King & Co., Inc. is acting as the Information and Tabulation Agent.

Questions concerning the terms of this solicitation should be directed to Jefferies & Company, Inc. at (877) 877-0696 (toll free) or (212) 284-2435 (collect). Requests for assistance in completing the letter of consent or requests for additional copies of the consent solicitation statement, the letter of consent or other related documents may be directed to D.F. King & Co., Inc. at (800) 967-4612 (toll free) or (212) 269-5550 (Banks and Brokers).

Advisory: This press release is for informational purposes only and is not being made in any jurisdiction in which the making of this announcement would violate the laws of such jurisdiction, nor is it an offer to purchase or sell, a solicitation of an offer to purchase or sell, or a solicitation of consents with respect to any securities. The solicitation is being made solely pursuant to a consent solicitation statement dated Oct. 15, 2010 and the related letter of consent.

SOURCE Windsor Petroleum Transport Corporation