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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE



In re:

FASTSHIP, INC., et al.,

Debtors.
1


)
)
)
)
)
)
)
Chapter 11

Case No. 12-10968 (BLS)
Jointly Administered

Re: Docket Nos. 4, 5, 6, 7, 37, 42 and 56

CERTIFICATION OF COUNSEL
Raymond H. Lemisch, Esquire, counsel to FastShip, Inc., et al. (the Debtors), hereby
certifies as follows:
1. On March 20, 2012, the Debtors filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code.
2. On April 23, 2012, the Debtors filed a Certification of Counsel [D.I. 56] (the
C.O.C.) regarding revised proposed forms of orders for the following motions/applications:
A. Motion for Entry of Interim Order (I) Authorizing Debtors to Incur Post-
Petition Secured Indebtedness Pursuant to Sections 105(a), 362, 364(c)
and (d) of the Bankruptcy Code; (II) Scheduling a Final Hearing; and (III)
Granting Related Relief [D.I. 4] (the DIP Motion);
B. Debtors Motion for an Order Authorizing and Establishing Procedures for
Interim Payment of Compensation and Reimbursement of Expenses to
Professionals Pursuant to Sections 105(a), 327 and 331 of the Bankruptcy
Code [D.I. 5] (the Interim Compensation Motion);
C. Application for Order Pursuant to Section 327(a) of the Bankruptcy Code
Authorizing Employment and Retention of Benesch, Friedlander, Coplan
& Aronoff LLP as Attorneys for the Debtors and Debtors-in-Possession
[D.I. 6] (the BFCA Employment Application);
D. Application for Order Pursuant to Sections 327(a), 328(a) and 1107 of the
Bankruptcy Code Authorizing Employment and Retention of The

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The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309)
(Case No. 12-10968-BLS), FastShip Atlantic, Inc. (0980) (Case No. 12-10970-BLS) and Thornycroft, Giles & Co., Inc.
(1142) (Case No. 12-10971). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA
19103.
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Brownstein Corporation as Financial Advisor to the Debtor [D.I. 7] (the
TBC Application).
E. Motion of FastShip, Inc. for Authorization to Assume Certain Executory
Contracts Under 11 U.S.C. 365 [D.I. 37] (the Executory Contract
Motion); and
F. Motion for Entry of an Order Establishing Bar Date for Filing Proofs of
Prepetition Claims and Approving Notice of Bar Date [D.I. 42] (the Bar
Date Motion, and together with the DIP Motion, Interim Compensation
Motion, BFCA Employment Application, TBC Application and Executory
Contract Motion, the Motions).
3. The Office of the United States Trustee (UST) provided informal comments to
the Debtor regarding the each of the proposed orders granting the Motions. The Debtors revised
the proposed orders taking into consideration the USTs informal comments, which revised
proposed orders resolved the USTs informal comments. Blackline versions of each of the
revised proposed orders is attached hereto as Exhibits A F.
4. The Court entered each of the revised proposed orders on April 23, 2012 at
Docket Nos. 58 64. This Certification is being filed only to provide blackline copies for
reference purposes; the orders were not revised subsequent to the filing of the C.O.C..
Dated: April 23, 2012
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP

By: /s/ Raymond H. Lemisch
Raymond H. Lemisch, Esquire (No. 4204)
Jennifer E. Smith, Esquire (No. 5278)
222 Delaware Avenue, Suite 801
Wilmington, DE 19801
(302) 442-7010 (Telephone)
(302) 442-7012 (Facsimile)
rlemisch@beneschlaw.com
jsmith@beneschlaw.com

-and-


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Kari Coniglio, Esquire (OH 0081463)
200 Public Square, Suite 2300
Cleveland, OH 44114
(216) 363-4500 (Telephone)
(216) 363-4588 (Facsimile)
kconiglio@beneschlaw.com

Counsel to the Debtors






Doc 7141046 Ver 1
EXHIBIT A
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter 11
)
F ASTSHIP, INC., eta!., ) Case No. 12-10968 (BLS)
Debtors.
1
) (Joint Administration Pending)
)
) Re: Docket Nos. 4, 13
FINAL ORDER (I) AUTHORIZING DEBTORS TO INCUR POST-
PETITION SUPERPRIORITY AND SECURED INDEBTEDNESS
PURSUANT TO SECTIONS 105(A), 362, AND 364 (C) AND (D)
OF THE BANKRUPTCY CODE; (II) SCHEDULING A FINAL
HEARING; AND (III) GRANTING RELATED RELIEF
This matter is before the Court on the motion (the "Motion"),2 ofFastShip, Inc. ("FSI"),
FastShip Atlantic, Inc. ("FSA") and Thomycroft, Giles & Co., Inc. ("TGC", together with FSI
and FSA, the "Debtors" and each individually, a "Debtor"), debtors and debtors in possession in
the above-captioned chapter 11 cases, (the "Cases"), pursuant to sections 105(a), 362 and 364(d)
of title 11 of the United States Code, 11 U.S.C. 101 - 1532 (as amended, the "Bankruptcy
Code"), rules 2002, 4001 and 9014 ofthe Federal Rules ofBankruptcy Procedure (as amended,
the "Bankruptcy Rules") and rule 4001-2 of Local Rules for the United States Bankruptcy Court
for the District of Delaware (the "Local Rules") seeking, among other things:
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(1) authorization for the Debtors (in such capacity, the "Borrowers") to
borrow on a senior secured basis (the "Financing") in an amount not to exceed $400,000
on a final basis (the "Commitment"), pursuant to that certain Debtor-In-Possession Credit
and Security Agreement (as amended in accordance with the terms thereof, the Interim
The Debtors, along with the last four digits of each Debtor's tax identification number, are as follows:
FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS))
and Thomycroft, Giles & Co., Inc. (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is
1608 Walnut Street, Suite 501, Philadelphia, PA 19103.
Unless otherwise indicated, capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in the DIP Loan and Security Agreement.
Error! Unknown document property name.
Order and this Final Order, the "DIP Credit and Security Agreement" and, together with
each of the Loan Documents, the "DIP Documents"), by and among the Debtors and IP
Co. LLC, as lender (the "DIP Lender");
(2) authorization for the Debtors to execute and enter into the DIP Documents
and to perform such other and further acts as may be required in connection with the DIP
Documents;
(3) authorization for the Debtors to incur secured and superpriority
administrative expense DIP Obligations (as defined below) under sections 364(c) and
364(d) of the Bankruptcy Code, payable from the Debtors' estates, subject only to the
Carve-Out (as defined below), to secure any and all of the DIP Obligations;
(4) the waiver of any applicable stay to provide for the immediate
effectiveness ofthis Final Order.
Due and appropriate notice of the Motion having been provided under the circumstances
in accordance with section 102 ofthe Bankruptcy Code and Bankruptcy Rule 400l(c) and (d),
and the relief requested therein having been served by the Debtors on, among others, (i) United
States Trustee for the District of Delaware (the "U.S. Trustee"); (ii) the Debtors' twenty largest
unsecured creditors; (iii) DIP Lender or its counsel; and (iv) all other known holders of secured
claims against any of the Debtors' assets affected by the relief requested in the Motion.
Upon the record made and the testimony proffered at the Interim Hearing, the record in
the Chapter 11 Cases, the Declaration of Roland K. Bullard, II in Support of Chapter 11
Petitions and Requests for First Day Relief, and the record made at the Final Hearing, and after
due deliberation and consideration and sufficient cause appearing therefor;
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IT IS FOUND, DETERMINED, ORDERED AND ADJUDGED, that:3
1. Disposition. The Motion hereby is granted on tinal basis on the terms set forth
herein. Any objections to the relief sought in the Motion that have not previously been resolved
or withdrawn hereby are overruled on the merits. This Final Order shall be valid, binding on all
parties in interest and fully effective immediately upon entry by the Court.
2. Jurisdiction and Venue. This Court has jurisdiction to consider the Motion and
the relief requested therein pursuant to 28 U.S.C. 1334. Consideration ofthe Motion and the
relief requested therein is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper in
this district pursuant to 28 U.S.C. 1408 and 1409. No request has been made for the
appointment of a trustee or examiner and no Committee (as defined below) has yet been
appointed in the Cases.
3. Commencement of the Cases. On March 20, 2012 (the "Petition Date"), each of
the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The
Debtors are continuing to operate their businesses and manage their properties as debtors in
possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
4. Notice. Under the circumstances, the notice given by the Debtors constitutes due
and sufficient notice thereof and complies with section 102 of the Bankruptcy Code and
Bankruptcy Rules 2002, 400l(c) and (d) and 9014.
5. Findings Regarding the Financing.
(a) Good cause has been shown for the entry of this Final Order.
(b) The Debtors represent that they have an immediate need to obtain the
Financing to ensure that the Debtors have sufficient liquidity to finance the Debtors' operations,
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Findings of fact shall also constitute conclusions of law, and conclusions of law shall also constitute findings of
fact.
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pay employees, satisfy other working capital and operational needs and administer and preserve
the value of the Debtors' estates during the pendency of the Cases and to permit a reorganization
of the Debtors' assets. The Debtors represent that the Debtors' incurrence of new indebtedness
and other financial accommodations are vital to the preservation, maintenance, and maximization
of the value of the Debtors' assets.
(c) The Debtors represent that they are unable to obtain the required financing
on terms more favorable than those offered by the DIP Lender under the DiP Documents and are
unable to obtain adequate unsecured credit allowable under section 503(b)(l) of the Bankruptcy
Code as an administrative expense. The Debtors represent that they also are unable to obtain
secured credit under sections 364(c) or 364(d) of the Bankruptcy Code on equal or more
favorable terms than those set forth in the DIP Documents. The Debtors represent that a loan
facility in the amount and under the terms provided by the DIP Documents is not available
without the Debtors granting to the DIP Lender, subject to the Carve-Out as provided for herein,
the DIP Liens and the Superpriority Claim (each, as defined below) under the terms and
conditions set forth in the DIP Documents. After considering all alternatives the Debtors have
concluded, in the exercise of their prudent business judgment, that the DIP Facility represents the
best working capital financing available to them at this time.
(d) The terms of the Financing are fair and reasonable, reflect the Debtors'
exercise of prudent business judgment consistent with their fiduciary duties and constitute
reasonably equivalent value and fair consideration.
(e) The terms of the Financing have been negotiated in good faith and at
arm's length among the Debtors and the DIP Lender. All of the Debtors' obligations and
indebtedness arising under, in respect of, or in connection with, the Financing and the DIP
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Documents, including, but not limited to, (i) all loans made to the Debtors pursuant to the DIP
Documents and (ii) all Obligations incurred (collectively, the "DIP Obligations"), have been
extended by the DIP Lender in good faith, as that term is used in section 364(e) of the
Bankruptcy Code, and in express reliance upon the protections offered by section 364(e) ofthe
Bankruptcy Code. The DIP Lender shall be entitled to the full protection of section 364( e) of the
Bankruptcy Code in the event that this Final Order or any provision herein is vacated, reversed
or modified, on appeal or otherwise.
(f) The Debtors have requested entry of this Final Order pursuant to
Bankruptcy Rule 400 l (c) and (d). The Debtors represent that, absent the relief in this Final
Order, the Debtors' estates will be immediately and irreparably harmed. Consummation of the
Financing, therefore, is in the best interests of the Debtors' estates.
6. Authorization of the Financing and the DIP Documents.
(a) The Debtors hereby are authorized to enter into the DIP Documents. The
Borrowers are hereby authorized to borrow money pursuant to the DIP Documents in the
principal amount of Four Hundred Thousand ($400,000) Dollars (plus interest, as provided for in
the DIP Documents), on a final basis. In accordance with the terms of this Final Order and the
DIP Documents, the borrowings under the DIP Documents shall be used solely for purposes
permitted under the DIP Documents.
(b) In furtherance ofthe foregoing and without further approval of the Court,
each Debtor is authorized and directed on a final basis to perform all acts, to make, execute and
deliver all instruments and documents (including the execution or recordation of security
agreements, mortgages and financing statements), that may be required or necessary for the
Debtors' performance of the DIP Obligations, including:
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(i) the execution, delivery and performance of the DIP Documents
and any exhibits attached thereto; and
(ii) the performance of all other acts required under or in connection
with the DIP Documents.
(c) Upon the entry of this Final Order, the DIP Documents shall constitute
valid and binding obligations of the Debtors, enforceable against each Debtor party thereto in
accordance with the terms of the DIP With respect to the amount borrowed
pursuant to this Final Order, no DIP Obligation, payment, transfer or grant of security under the
DIP Documents or this Final Order shall be stayed, restrained, voidable, or recoverable under the
Bankruptcy Code or under any applicable law (including under section 502(d) of the Bankruptcy
Code), or subject to any defense, disallowance, recharacterization, reduction, setoff, recoupment
or counterclaim.
7. Termination of DIP Loan Documents. The obligation to lend money under the
DIP Credit and Security Agreement (but no other provision of the DIP Credit and Security
Agreement or the Final Order), shall immediately and automatically terminate (except as the DIP
Lender may otherwise agree) upon receipt of the Termination Notice by Borrowers (the
"Termination Event"). Upon receipt of a Termination Notice, Debtors shall provide an
accounting to Lender of all funds received by Debtors, all Allowed Payments (as defined in the
DIP Credit and Security Agreement, and all amounts necessary to pay all tees owing to the US
Trustee tor all quarters not yet paid, including the quarter in which the Termination notice is
received after calculating such quarterly US Trustee fee taking into consideration that all funds in
the account will be paid out in such quarter and to pay to Lender all unused
borrowed funds (the "Unused Funds"}+, consisting of the borrowed funds less all Allowed
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Payments and the unpaid quarterly fees owing to the US Trustee's
8. Superpriority Claim.
(a) Pursuant to section 364(c)(l) of the Bankruptcy Code, all ofthe DIP
Obligations shall constitute an allowed administrative expense claim against the Debtors (the
"Superpriority Claim"), with priority over any and all administrative expenses, diminution
claims, and aU other claims against the Debtors, now existing or hereafter arising, of any kind
whatsoever, including all administrative expenses of the kind specified in sections 503(b) and
507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims
arising under sections 105, 326, 328, 330, 331, 503(b), 506(c), 507, 546(c), 726, 1113 or 1114 of
the Bankruptcy Code, whether or not such expenses or claims may become secured by a
judgment lien or other non-consensual lien, levy or attachment, subject, in each instance, only to
the payment of the Carve-Out.
(b) The term "Carve-Out" means, subject to the proviso
below, an amount necessary to pay (i) all fees required to be paid to the clerk of the Bankruptcy
Court and to the Office of the United States Trustee pursuant to 28 U.S.C. 1930(a), (ii) all
allowed but unpaid fees and expenses incurred by professionals of the Borrowers, in respect of
allowances of compensation for services rendered or reimbursement of expenses awarded by the
Bankruptcy Court to the Professionals (not including the Claims Agent, who for purposes of the
Carve Out shall not be included in the Professional Fee Carve Out, but shall be included in (iii)
below), in an aggregate amount not to exceed $195,000, and (iii) all amounts paid or accrued in
accordance with an approved budget, until the receipt of the Termination Notice. The payment
of the fees and expenses described in clauses (ii) of this paragraph shall only be to the extent
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authorized in, and in accordance with the Budget (as same may be modified by agreement of the
Borrower and Lender), a copy of which is attached hereto as Exhibit A, and which was delivered
by the Debtors to and approved by the DIP Lender, and the payment of the fees and expenses
described in clause (ii) of this paragraph shall be subject to, among other things, entry of an order
of the Court allowing tor the payment of such amounts.
(c) In the event of a termination of funding by Lender, any
amounts of the Carve-Out that have accrued through the date of receipt of such Termination
Notice from Lender shall be charged against the funds borrowed from Lender; provided,
however, that all fees required to be paid to the clerk of the Bankruptcy Court and to the Office
of the United States Trustee pursuant to 28 U.S.C. 1930(a) shall be charged first against the
funds borrowed from Lender, and second from all other assets of the Estate; provided further,
however, that, in no event shall the Carve-Out include any fees or expenses incurred after the
receipt of such Termination Notice, except that the Carve-Out shall include all fees required to
be paid to the clerk of the Bankruptcy Court and to the Office ofthe United States Trustee
pursuant to 28 U.S.C. 1930(a), whether incurred before or after the receipt of such Termination
Notice. Nothing in the previous sentence shall impact the obligation of the borrowers to pay to
the Lender the Unused Funds as defined in paragraph 7 hereof. Further, nothing herein shall be
construed to impair the ability of any party in interest in the Chapter 11 Cases to object to the
reasonableness of any of the professional fees, expenses, reimbursement or compensation
described above.
9. DIP Liens. As security for the DIP Obligations, the security interests and liens
described in subparagraphs (a) through (c) below hereby are granted to the DIP Lender tor its
own benefit (all property identified in subparagraphs (a), (b) and (c) below being collectively
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referred to as the "DIP Collateral") (all such liens and security interests granted to the DIP
Lender, for its benefit pursuant to this Final Order and the DIP Documents, the "DIP Liens").
The DIP Liens shall be subject to the Carve-Out. For the avoidance of doubt, the DIP Collateral
shall not include any proceeds or property recovered or otherwise the subject of successful
causes of action under sections 502(d), 544,545, 547, 548,549 and 550 ofthe Bankruptcy Code,
or any other avoidance actions under the Bankruptcy Code or other applicable law (collectively,
the "Avoidance Actions"), nor shall the DIP Collateral include the Debtors' cash on hand as of
the Petition Date or any accounts receivables owed to the Debtors or any of them as of the
Petition Date or collected after the Petition Date. The DIP Liens shall be valid, enforceable,
effective and perfected by operation of law on a final basis immediately upon entry of this Final
Order by the Court and without the necessity of the execution, recordation or filing by the
Debtors or the DIP Lender of mortgages, title certificates, security agreements, pledge
agreements, financing statements, control agreements or other agreements.
(a) First Lien on Cash Balances and Unencumbered
Property. Pursuant to Section 364(c)(2) of the Bankruptcy Code, the DIP Obligations shall be at
all times secured by a valid, binding, continuing, enforceable and fully-perfected first priority
senior security interest in and Lien on all unencumbered funds (except for funds of the
Borrowers on hand as of the Petition Date and any accounts receivables and proceeds of same,
owed to Debtors or any of them, as of the Petition Date or collected after the Petition Date), pre-
and post-petition tangible and intangible property of the Borrowers' estates in the Chapter 11
Case of any nature whatsoever (both real and personal), whether existing on the Petition Date or
thereafter acquired, and the proceeds t h e r e o f ~ wherever located that, on or as of the Petition Date
is not subject to valid, perfected and non-avoidable Liens, including, without limitation, all cash
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and cash collateral (except as set forth above) of the Borrowers (whether maintained with the
Lender or otherwise) and any investment of such cash and cash collateral, all future accounts
receivable, tax refund claims, net insurance/condemnation proceeds or any rights to payment
whether arising before or after the Petition Date, inventory, general intangibles, chattel paper,
contracts, documents, instruments, interests in leaseholds, real properties, fixtures, machinery
and equipment, vehicles, deposit accounts, patents, copyrights, trademarks, tradenames, rights
under license agreements and other intellectual property, and the proceeds of the foregoing.
(b) Liens Junior to Certain Other Liens with Respect to
Certain Property of the Debtors. Pursuant to Section 364(c)(3) of the Bankruptcy Code, the DIP
Obligations shall be at all times secured by valid, binding, continuing, enforceable and fully-
perfected second priority, junior security interests and junior Liens (except for funds of the
Borrowers on hand as of the Petition Date and any accounts receivables, and the proceeds of
same, owed to Debtors or any of them, as of the Petition Date or collected after the Petition
Date), on all pre- and post-petition property of the Debtors (other than the property described in
clauses (ii) and (iv) of Section 2.08(b ), as to which the Liens and security interests in favor of the
Lender will be as described in such clauses), whether now existing or hereafter acquired, that are
subject to valid, perfected and non-avoidable Permitted Liens in existence on the Petition Date or
to valid Permitted Liens in existence on the Petition Date that are perfected subsequent to the
Petition Date as permitted by Section 546(b) of the Bankruptcy Code.
(c) Priming Liens, Liens Securing the Obligations and Other
Liens. Notwithstanding anything in 9(b) above, and to the fullest extent allowed by applicable
law, pursuant to Section 364(d)(l) of the Bankruptcy Code, the DIP Obligations shall be at all
times secured by a valid, binding, continuing, enforceable and fully-perfected first priority senior
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priming security interest in, and a senior priming Lien on (except for funds of the Borrowers on
hand as of the Petition Date and any accounts receivables, and the proceeds of same, owed to
Debtors or any of them, as of the Petition Date or collected after the Petition Date), all of the
tangible and intangible pre- and post-petition property of the Borrowers, including without
limitation, (A) such property of the Borrowers described in clause (ii) of Section 2.08(b ), and (B)
the proceeds of the foregoing, whether now existing or hereafter acquired that is subject to any
existing Liens (whether or not valid or perfected) including, without limitation, the liens securing
the obligations existing on the Petition Date.
10. Adequate Protection. Based on the evidence presented by the Debtors at hearing
on the Motion for interim relief, it appears that the security interests held by pre-petition secured
lenders may have little to no value. Consequently, there is no need for adequate protection as to
any diminution in the value of the collateral of the pre-petition lenders, especially given the
amount that is to be lent by the DIP Lender on a final basis is limited to $400,000. To the extent
adequate protection is required on a final basis, based on the evidence presented by the Debtors
at the hearing on the Motion, the pre-petition secured lenders are adequately protected by the
increased value of their security gained through the reorganization process, which is funded by
the DIP loans.
11. Limitation on Charging Expenses Against Collateral. Except to the extent of
the Carve-Out, no expenses of administration of the Cases or any future proceeding that may
result therefrom, including liquidation in bankruptcy or other proceedings under any chapter of
the Bankruptcy Code, shall be charged against or recovered from the DIP Collateral pursuant to
section 506(c) of the Bankruptcy Code or any similar principle oflaw without the prior written
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consent of the DIP Lender. No such consent shall be implied from any other action, inaction, or
acquiescence by the DIP Lender.
12. Limitation on Use of Financing Proceeds. Notwithstanding anything herein or
in any other order by the Court to the contrary, no borrowings under the Financing, DIP
Collateral or the Carve-Out may be used (i) to object, contest or raise any defense to, the validity,
perfection, priority, extent or enforceability of any amount due under the DIP Documents, or the
liens or claims granted under this Final Order or the DIP Documents, (ii) to assert any action for
preferences, fraudulent conveyances, other avoidance power claims or any other claims,
counterclaims or causes of action, objections, contests or defenses against the DIP Lender, or its
respective agents, affiliates, representatives, attorneys or advisors, in respect of the DIP
Documents, (iii) to prevent, hinder or otherwise delay the DIP Lender's assertion, enforcement
or realization on the DIP Collateral in accordance with the DIP Documents or this Final Order,
(iv) to seek to modify any of the rights !,1fanted to the DIP Lender under this Final Order or under
the DIP Documents, or (v) to pay any amount on account of any claims or expenses arising prior
to or after the Petition Date unless such payments are approved by this Final Order (to the extent
requested in the Motion) or are consistent with the Budget (as same may be modified and
approved by Borrower and Lender) was approved (to the extent necessary) by an order of the
Court.
13. Binding Effect; Successors and Assigns. The DIP Documents and the
provisions of this Final Order, including all findings herein, shall be binding upon all parties in
interest in the Cases, including the DIP Lender, all Committees appointed in the Cases and the
Debtors and their respective successors and assigns (including any chapter 7 or chapter 11 trustee
hereinafter appointed or elected for the estate of any of the Debtors) and shall inure to the benefit
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of the DIP Lender and the Debtors and their respective successors and assigns; provided,
however, that the DIP Lender shall have no obligation to extend any financing to any chapter 7
trustee, chapter 11 trustee, examiner or similar responsible person appointed for the estates of the
Debtors. The determination to make any loan under the DIP Documents and/or the exercise of
any rights or remedies as and when permitted pursuant to this Final Order or the DIP Documents,
shall not deem the DIP Lender to be in control of the operations of the Debtors or to be acting as
a "responsible person" or "owner or operator" with resped to the operation or management of
the Debtors (as such terms, or any similar terms, are used in the United States Comprehensive
Environmental Response, Compensation and Liability Act, 29 U.S.C. 9601 et seq. as
amended, or any similar federal or state statute).
14. Rights Reserved. Notwithstanding anything herein to the contrary, the entry of
this Final Order is without prejudice to, and does not constitute a waiver of, expressly or
implicitly, or otherwise impair (a) any of the rights, claims, privileges, objections or defenses
(whether legal, equitable or otherwise) of the DIP Lender under the Bankruptcy Code or under
non-bankruptcy law, including, without limitation, the right of such parties to (i) request
modification of the automatic stay of section 362 of the Bankruptcy Code, (ii) request dismissal
of the Cases, conversion of the Cases to cases under chapter 7 of the Bankruptcy Code, or
appointment of a chapter 11 trustee or examiner, or (iii) propose, subject to the provisions of
section 1121 of the Bankruptcy Code, a chapter 11 plan or plans or (b) any other rights, claims or
privileges of the DIP Lender (whether legal, contractual, equitable or otherwise) against any
person or entity in any court.
15. Agreed Budget and Use of Funds. The Debtors represent that the Budget is
achievable and will allow the Debtors to operate in the Cases without the accrual of unpaid
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administrative expenses. The DIP Lender is relying upon the Debtors' compliance with the
Budget in accordance with this Final Order in determining to continue lending in accordance
with the DIP Documents. The Debtors shall use the loans or advances made under, or in
connection with, the DIP Documents solely as provided in the DIP Documents (including in
accordance with the Budget, as such Budget may be extended, varied, supplemented, or
otherwise modified in accordance with the provisions of the DIP Documents). The Debtors shall
not, without the prior written consent of the DIP Lender, use any amounts ioaned or advanced
under the DIP Documents or proceeds of the DIP Collateral in an amount in excess of the
amounts budgeted other than as set forth in the DIP Documents. Notwithstanding anything
herein to the contrary, the Debtors shall be deemed to be in compliance thereof to the extent the
aggregate cumulative expenditures or obligations incurred are not in excess often percent (10%)
of the aggregate amount set forth in the Budget for the applicable time period.
16. Amendments. The DIP Documents may be amended, modified, supplemented,
or the provisions thereof waived in accordance with their terms, without further order of this
Court or notice to any party; provided, however, that if such amendment, modification,
supplement, or waiver is material and/or is adverse to the Debtors' estates, such amendment,
modification, supplement, or waiver may only take place pursuant to an order of the Court, after
notice and a hearing.
17. No Third Party Rights. Except as explicitly provided for herein, this Final
Order does not create any rights for the benefit of any third party, creditor, equity holder or any
direct, indirect, or incidental beneficiary.
18. Final Order Effective Immediately. This Final Order shall constitute findings
of fact and conclusions oflaw and shall take effect and be fully enforceable immediately upon
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entry hereof. Notwithstanding Bankruptcy Rules 400 l ( a)(3 ), 6004(h), 6006( d), 7062 or 9024 or
any other Bankruptcy Rule, or Rule 62(a) of the Federal Rules of Civil Procedure, this Final
Order shall be immediately effective and enforceable upon its entry and there shall be no stay of
execution or effectiveness ofthis Final Order.
19. Priority of Terms. To the extent of any conflict between or among (a) the
express terms or provisions of any of the DIP Documents, the Motion, any other order of this
Court, or any other agreements, on the one hand, and (b) the terms and provisions of this Finai
Order, on the other hand, unless such term or provision herein is phrased in terms of "as defined
in" or ''as more fully described in" the DIP Loan Documents, the terms and provisions of this
Final Order shall govern.
Dated: Wilmington, DE
_____ ,2012
HONORABLE BRENDAN L. SHANNON
United States Bankruptcy Judge
- 15 -
EXHIBIT A
BUDGET
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#7108388v3<Benesch>- FastShip- Final Order Approving
DIP Financing Motion
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EXHIBITB
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter 11
)
FASTSHIP, INC., et al.,
1
) Case No. 12-10968 (BLS)
Debtors.
) (Joint Administration Pending)
)
) Re: Docket No. = = = = ~
ORDER AUTHORIZING AND ESTABLISHING PROCEDURES FOR
INTERIM PAYMENT OF COMPENSATION AND REIMBURSEMENT
OF EXPENSES TO PROFESSIONALS PURSUANT TO SECTIONS
105(A) AND 331 OF THE BANKRUPTCY CODE
Upon the motion of FastShip, Inc. ("FSI"), FastShip Atlantic, Inc. ("FSA") and
Thomycroft, Giles & Co., Inc. ("TGC", together with FSI and FSA, the "Debtors" and each
individually, a "Debtor"), debtors and debtors in possession, pursuant to sections I 05( a) and 331
of Title 11 of the United States Code (the "Bankruptcy Code") for entry of an order authorizing
and establishing procedures for interim payment of compensation and reimbursement of
expenses to professionals retained in these cases (the "Motion"); the Court having reviewed the
Motion, and having heard the statements of counsel for the Debtors in support thereof and the
relief requested therein; and it appearing that the Court has jurisdiction over this matter pursuant
to 28 U.S.C. 157 and 1334, and it appearing that sections 105(a), 331, 327 ofthe Bankruptcy
Code, Bankruptcy Rule 2016, and Local Rule 20 16-1 provide the statutory bases supporting the
Motion, and it appearing that this matter is a core proceeding under 28 U.S.C. l57(b ); and it
appearing that the Motion is in the best interests of the Debtors, their estates and creditors, and
adequate notice of the Motion and opportunity for objection having been given; and it appearing
The Debtors, along with the last tour digits of each Debtor's tax identification number, are as follows:
FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case :"Jo. 12-10970 (liLS))
and Thomycroft, Giles & Co., Inc. (11421-(Case :\'o. 12;JQ97l (BLS)). The mailing address for the Debtors is
1608 Walnut Street, Suite 501, Philadelphia, PA 19103.
that no other notice need be given; and after due deliberation and sufficient cause therefore, it is
hereby:
ORDERED that the Motion is GRANTED as set forth herein; and it is further
ORDERED that except as otherwise provided in an order of the Court authorizing the
retention of a particular Professional2, that Professionals may submit requests and applications
for, and the Debtors may pay the Professionals, interim compensation and reimbursement of
expenses for services rendered and expenst:s incurred in this case in accordance with and subject
to the following Interim Fee Payment Procedures:
2
a. On or before the 25th day of each month following the month for which
compensation is sought, beginning with April 2012, each Professional
seeking interim compensation under these Interim Fee Payment
Procedures shall file with the Court an application (the "Monthly Fee
Application"), pursuant to section 331 of the Bankruptcy Code, for interim
approval and allowance of compensation for services rendered and
reimbursement of expenses incurred during the immediately preceding
month (the "Compensation Period") and serve a copy of such Monthly Fee
Application on: (a) Debtors, 1608 Walnut Street, Suite 50 I, Philadelphia,
P A 19103; (b) counsel for the Debtors, Raymond H. Lemisch, Esq.,
Benesch Friedlander Coplan & AronoffLLP, 222 Delaware Avenue, Suite
801, Wilmington, DE 19801; (c) counsel for the Committee (if any); (d)
the lender, IP Co. LLC, c/o Donald E. Stout, Esq., Antonelli, Terry, Stout
& Kraus, LLP, Suite 1800, 1300 North Seventeenth Street, Arlington, VA
22209; and (e) Office of the United States Trustee, 844 King Street, Suite
2207, Wilmington, DE W-&9-H9801, Attn: .Juliet Sarkessian (the "Notice
Parties"). All Monthly Fee Applications shall comply with the
Bankruptcy Code, Bankruptcy Rules, applicable Third Circuit law, and the
Local Rules of this Court.
b. Each Notice Party receiving a Monthly Fee Application will have fifteen
(15) days after the date of service thereof to review the Monthly Fee
Application and serve an objection, if any, thereto. At the expiration of
the Objection Deadline, if no objections have been raised, the Professional
or the Debtors shall file a certificate of no objection with the Court, after
which the Debtors shall be authorized to pay such Professional eighty
percent (80%) of the fees and one hundred percent (100%) ofthe expense
All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.
2
reimbursements requested in the Monthly Fee Application (the "Maximum
Interim Payment").
c. In the event that a Notice Party has an objection to the compensation or
reimbursement sought in a particular Monthly Fee Application, such
objecting party shall, on or before the applicable Objection Deadline,
serve upon the Professional whose statement is objected to, and except to
the extent duplicative of the foregoing clause, the other persons designated
to receive the Monthly Fee Applications in subparagraph (a) above, a
written objection thereto, together with a complete description and
statement setting forth the precise nature of the objection and the amount
at issue. Any such Objection shall identify with specificity the
objectionable fees and/or expenses, including the amount of sucl1 objected
to fees and/or expenses, and the basis for such objection. Thereafter, the
objecting party and the affected Professional may attempt to resolve the
Objection on a consensual basis. If the parties are unable to reach a
resolution within 20 days of service of the Objection, the affected
Professional may either (i) file a response to the Objection with the Court,
together with a request for payment of the difference between the
Maximum Interim Payment and the Alternative Minimum Payment (as
defined below) made to the affected Professional (the "Incremental
Amount"); or (ii) forego payment of the Incremental Amount until the
next interim or final fee application hearing, at which time the Court will
consider and dispose of the Objection if requested by the parties.
d. If a party files an Objection to a Monthly Fee Application of one of the
Professionals as set forth above, and the Objection is directed to a portion
of a Monthly Fee Application (less than 100% of the fees and expenses),
the affected Professional or the Debtors may file with the Court a
certification of no objection that specifies the amount of fees and the
amount of expenses to which no objection has been raised and after that
certificate of no objection has been filed, the Debtors are authorized to pay
80 percent of the fees and 100 percent of the expenses not subject to an
objection pursuant to paragraph (c) above (the "Alternative Minimum
Payment").
e. If a Monthly Fee Application of any Professional exceeds the maximum
amount allocated to such Professional under any budget approved by the
Court in connection with the DIP Financing (a "Budget"), such maximum
amount being calculated after applying any applicable roll-forward credit
balances from prior periods under such Professional's allocation in the
Budget, the Debtors shall not pay any such excess amount unless and until
the Court enters an order authorizing payment of such excess amount
pursuant to the affected Professional's Interim Fee Application (defined
below).
3
f The first Monthly Fee Applications shall be due on or before April 25,
2012 and may include fees and expenses from the Petition Date through
and including March 31, 2012.
~ lh-These Interim Fee Payment Procedures shall not waive any statutory
requirements of the Professionals to obtain interim and final orders of the
Court approving their compensation, all amounts paid or reimbursed
hereunder remaining expressly subject to the Court's authority to disgorge
any such amounts pending final allowance by the Court.
h. +:-Every three months each of the Professionals shall tile with the Court
and serve on the Notice Parties, an application for interim Court approval
and allowance of compensation and reimbursement of expenses sought in
the Monthly Fee Applications filed during such three-month period
(individually, an "Interim Fee Application," and collectively, "Interim Fee
Applications"), in accordance with Bankruptcy Code section 331 and
further orders of the Court. Such Interim Fee Applications shall be tiled
and served no later than the 30
1
h day following the last day of the
compensation period for which compensation is sought. The Interim Fee
Application must identify the Monthly Fee Applications that are the
subject of the Interim Fee Application Request and any other information
requested by the Court or required by the local rules. The Interim Fee
Application shall be filed with the Court and served on the Notice Parties
within 30 days after the end of the interim fee period tor which the request
seeks allowance of fees and reimbursement of expenses. The first Interim
Fee Application should cover the interim fee period from the Petition Date
through June 30, 2012.
L j.,---Pursuant to further Orders of the Court, hearings on Interim Fee
Applications may be consolidated at periodic omnibus hearings as
reasonably necessary to conserve the estate's resources and ensure judicial
economy. The Debtors shall request a hearing on the pending Interim Fee
Applications at least every six months; however, the Debtors may request
that a hearing be held every three months or at such other intervals as the
Court deems appropriate.
1 k-:-All Interim Fee Applications shall comply with the requirements of the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the
guidelines of the Office ofthe UST and the Local Rules of the Court.
k. h-The payment of any compensation pursuant to a Monthly Fee
Application, as set forth herein, shall not prejudice the rights of any parties
in interest from objecting to, or responding to any objection to, any
4
Interim Fee Application or final fee application under Bankruptcy Code
section 330.
m. The pendency of an Objection to payment of compensation or reimbursement of
expenses shall not disqualify a Professional from the future payment of
compensation or reimbursement of expenses pursuant to the Interim Fee Payment
Procedures; and it is further
ORDERED that service of the Monthly Fee Application, the Interim Fee Application,
final fee applications, and hearing notices is approved as follows: (i) the Notice Parties shall be
entitled to receive the Monthly Fee Applications, Interim Fee Applications, final fee
applications, and notices of any hearing thereon and (ii) the parties in interest requesting notice
pursuant to Bankruptcy Rule 2002 shall be entitled to receive only the Interim Fee Applications
and final fee applications and hearing notices and thereon. Notice given in accordance with this
paragraph is deemed sufficient and adequate and in full compliance with the applicable
provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the Local
Rules of this Court; and it is further
ORDERED that the Debtors shall include all payments made to professionals in
their monthly operating report, detailed so as to state the amount paid to the
;md it is further
ORDERED that all time periods referenced in this Order shall be calculated m
accordance with Bankruptcy Rule 9006(a); and it is further
ORDERED that this Court shall retain jurisdiction to hear and determine all matters
arising from this Order.
Dated: Wilminf,Tton, DE
_____ ,2012
HONORABLE BRENDAN L. SHANNON,
United States Bankruptcy Judge
5
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EXHIBITC
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter 11
)
FASTSHIP, INC., et al., ) Case No. 12-10968 (BLS)
I
Debtors.
) (Joint Administration Pending)
)
) Re: Docket No.
ORDER PURSUANT TO SECTION 327(a) OF THE BANKRUPTCY CODE
AUTHORIZING EMPLOYMENT AND RETENTION OF
BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
AS ATTORNEYS FOR DEBTORS AND DEBTORS-IN-POSSESSION
Upon the application (the "Application") ofFastShip, Inc., et al., the debtors and debtors-
in-possession in the above-captioned chapter 11 cases (the "Debtors") for entry of an order
authorizing the employment and retention of the firm of Benesch, Friedlander, Coplan &
Aronoff LLP ("BFC&A" or the "Firm") as the Debtors' attorneys pursuant to section 327(a) of
Title 11 (the "Bankruptcy Code") of the United States Code; and the Court having reviewed the
verified statement of Raymond H. Lemisch (the "Lemisch Affidavit"), a member of the Firm, as
well as Mr. Lemisch's supplemental verified statement (the "Supplemental Affidavit"); and
the Court being satisfied based on the representations made in the Application, th<,: Lemisch
Affidavit and the f;ell:ri-st:f.tSupplemental Affidavit that the attorneys neither hold nor represent
that they are disinterested persons as that term is defined under section 1 01 ( 14) of the
Bankruptcy Code, as modified by section 11 07(b) of the Bankruptcy Code; that notice of the
Application was provided to the Office of the United States Trustee for this region and requisite
parties in interest and that such notice is sufticient, and that employment of the Firm is necessary
The Debtors, along with the last four digits of each Debtor's tax identification number, are as follows:
FastShip, Inc. FastShip Atlantic, Inc.
and would be in the best interests of the estates; and sufficient cause appearing therefor, it is
hereby
ORDERED THAT:
1. The Application is granted as set forth herein.
2. In accordance with section 327(a) of the Bankruptcy Code, the Debtors, as
debtors-in-possession, shall be and hereby are authorized to employ and retain the firm of
BFC&A as attomeys, effective as oftht: Petition Date.
~ BFC&A shall file applications and be compensated in accordance with
sections 330 and 331 of the Bankryptcy Code, the Bankruptcy Rules, the Local Rules, aqd
such other procedures as may be fixed by order of this Court.
Dated: , 2012
---------------
HONORABLE BRENDAN L. SHANNON,
United States Bankruptcy Judge
and Thornycroft, Giles & Co., Inc. (1142l.({;.asc No. 12-10971 (BLID). The mailing address for the Debtors is
1608 Walnut Street, Suite 501, Philadelphia, PA 19103.
2
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EXHIBITD
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter 11
)
FASTSHIP, INC., eta!., ) Case No. 12-10968 (BLS)
I
Debtors.
)
) Administered)
)
) Re: Docket No.
---
ORDER PURSUANT TO SECTIONS 32i(a) A l ~ D 110i OF THE
BANKRUPTCY CODE AUTHORIZING EMPLOYMENT AND
RETENTION OF THE BROWNSTEIN CORPORATION AS FINANCIAL
ADVISOR TO THE DEBTORS AND DEBTORS-IN-POSSESSION
Upon the application (the "Application") of FastS hip, Inc., et al. (the "Debtors") for entry
of an order authorizing the employment and retention of The Brownstein Corporation ("TBC" or
the "Firm") as financial advisor to the Debtors pursuant to section 327( a) and 1107 of Title 11
(the "Bankruptcy Code") ofthe United States Code; and the Court having reviewed the verified
statement of Howard Brod Brownstein (the "Brownstein Affidavit") as well as the
supplemental verified statement of Howard Brod Brownstein (the "Supplemental
Affidavit"), President and CEO of the Firm; and the Court being satisfied based on the
representations made in the Application-Ht'!d! the Brownstein Affidavit and the Supplemental
Aft1davit, that the Firm's professionals neither hold nor represent noany interest adverse to the
that they are
disinterested persons as that term is defined under section 1 01 (14) of the Bankruptcy Code, as
modified by section 1107(b) ofthe Bankruptcy Code; that notice ofthe Application was
provided to the Ofnce of the United States Trustee for this region and requisite parties in interest
The Debtors, along with the last tour digits of each Debtor's tax identification number, are as follows:
FastShip, Inc. (8309) (Case Ng. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS})
and that such notice is sufficient, and that employment of the Finn is necessary and would be in
the best interests of the Debtors' estates; and sufficient cause appearing therefor, it is hereby
and Thornycroft, Giles & Co., Inc. ( The mailing address for the Debtors is
1608 Walnut Street, Suite 501. Philadelphia, PA 19103.
ORDERED THAT:
1. The Application is granted, as set forth herein.
2. In accordance with section 327(a) and 328(a) of the Bankruptcy Code,
Bankruptcy Rules 2014 and 2016 and Local Rule 2014-l, the Debtors, as debtor:; irr-
asTBC as the Debtors' financial advisor on the terms generally set forth in the Application,
0
effective as of the Petition Date.-
3. Notwithstanding any language in the Advisory Agreement
3
to the contrary,
no paymnts shall be made to TBC without prior court approval. TBC will file with this
Court interim compensation motions for the monthly payment of fees, subject to a
customary holdback, pursuant to the guidelines established in an interim compensation
motion for case professionals filed with the Court in accordance with the procedures set
forth in Section 330 3nd 331 of the B3nkruptcy Code, the B3nkruptcy Rules, the Local
Rules of this Court and any other applic3ble procedures 3nd orders of the Court.
4. Notwithstanding anything in this Order, the Application, the Brownstein
Affidavit, the Supplemental Affidavit, or the Advisory Agreement to the contrary, the
United States Trustee for the District of Delaw3re sh31l retain rights to object to any fees
requested by TBC based on the reasonableness standard provided for in Section 330 of the
B3nkruptcv Code.
All terms not defined herein shall have the same meaning as ascribed to them in the Application.
Agreement, subject to the following consHtions;
(a) TBC shall not be entitled to indemnification, contribution, or
reimbursement for services other than the services provided under the
Agreement, unless such services and the indemnification, contribution, or reimbursement
(b) Notwithstanding anything to the contrary in the Advisorv Agreement,
the Debtors shall have no obligation to indemnify any person, or provide contribution or
reimbursement to any person, for any claim or expense to the extent that it is either (i)
illdiciaHy determined (the determination having become f1nal and no longer subject to
ilP.Real) to have arisen from that person's gross negligence or willful misconduct; (ii) for a
contractual dispute in which the Debtors aHege the breach of TBC's contractual obligations
unless the Court determines that indemnification, contribution, or reimbursement would
be permissible pursuant to In re United Artist Theatre Co., 315 F.3d 217 (3d Cir. 2003); or
(iii) settled prior to judicial determination as to the exclusions set forth in clauses (i) and
ill1J:lut determined by this Court, after notice and a bearing, to be a claim or expense for
which that person should not receive indemnity, contribution, or reimbursement under the
terms of the Advisory Agreement as modified by this
(c) During the pendency of the Debtors' cases, the limitation of liability
provision in the Advisory Agreement shall have no force or effect.
(d) If, before the earlier of (i) the entry of an order confirming a chapter
J l plan in these Chapter ll Cases (that order having become a final order no longer
Debtors' indemnification, contribution, or reimbursement obligations under the Advisory
Agreement as modified by this Order), including without limitation the advancement of
defense costs, TBC must file an application before this Court, and the Debtors may not pay
illlLSuch amounts to TBC before the entry of an order by _this Court approving the
payment. This su.bparagraph (d) is intended only to specify the period of time under which
this Court shall have jurisdiction over any request for payment by TBC for
indemnification, contribution, or reimbursement, and not a provision limiting the duration
gf the Debtors' obligation to indemnify TBC.
6. To the extent that thiLOrder in inconsistent with the Advisory Agreement
with respect to the terms and conditions of TBC's retention and employment by the
Debtors in these Chapter 11 Cases, the terms of this Order shall govern.
7. Notwithstanding anything to the contrary contained herein, any payment to
be made, or authorization contained, hereunder shaH be ~ c t to the requirements
imposed on the Debtors under any approved debtor-in-possession financing facility.
8. The Debtors are authorized to take all actions necessary to effectuate the
relief granted pursuant to this Order in accordance with the Application.
9, Notwithstanding anything to the contrary in the Application, the Brownstein
Affidavit, the Supplemental Affidavit or the Advisory Agreement, during the course of the
Debtors' cases, this Court shall retain exclusive jurisdiction with respect to .. all matters
arising or related to the implementation and enforcement of this Order, and the execution
or interpretation of the Advisory Agreement.
11. Notwithstanding anything to the contrary in the Advisory Agreement,
nothing herein approves the payment of any bonuses to any persons or enlititl.
Dated: _____ , 2012
HONORABLE BRENDAN L. SHANNON,
United States Bankruptcy Judge
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EXHIBITE
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter 11
)
FASTSHIP, INC., et al., ) Case No. 12-l 0968 (BLS)
) (Jointly Administered)
Debtors.
1
)
) Re: Docket No.
---
)
ORDER GRANTING MOTION OF FASTSHIP INC.
FOR AUTHORIZATION TO ASSUME CERTAIN
EXECUTORY CONTRACTS UNDER 11 U.S.C. 365
AND NOW, this __ day

consideration of the Motion ofFastShip Inc. for Authorization to Assume Certain Executory
Contracts Under 11 U.S.C. 365 (the "Motion"), and upon further consideration of any
opposition thereto, and the Court finding that: (a) it has jurisdiction over this matter pursuant to
28 U.S.C. 157 and 1334; (b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); (c)
venue ofthis proceeding and this Motion in this District is proper pursuant to 28 U.S.C. 1408
and 1409; (d) due and proper notice of and an opportunity to be heard with respect to the Motion
having been provided and that no other or further notice need be provided; (e) assumption of the
Executory Contracts2 identified on Exhibit A to the Motion is beneficial to the bankruptcy
estates; and (f) FSI has demonstrated, if and to the extent required, adequate assurance of future
performance under the Executory Contracts; and after due deliberation and good cause appearing
therefor, both on the record and as otherwise shown, it is hereby:
ORDERED, that the Motion is GRANTED as set forth herein; and it is further
The Debtors, along with the last four digits of each Debtor's tax identification number, are as follows: FastShip, Inc. (8309)
(Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS)) and Thomycroft, Giles & Co., Inc.
( 1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA
19103.
ORDERED, that FSI is AUTHORIZED to assume each of the Executory
Contracts, as modified, listed on Exhibit A to the Motion, which Executory Contracts shall be
deemed assumed as of the date of this Order; and it is further
ORDERED, that FSI is AUTHORIZED to Mr. Bullard's reduced
compensation in the amount of $16,400 per month3 in cash during the first two months
following the Petition Date and $8,200 per month in cash during the third through fifth months
following the Petition Date; and fifth month no further compensation will be
payable to Mr. Bullard for services rendered in these chapter 11 cases; and it is further
ORDERED, that FSI is AUTHORIZED to pay Ms. Chambers' reduced
compensation of$8,750 per month in cash during the tirst two months following the Petition
Date and $4,375 per month in cash during the third through fifth months following the Petition
Date;
4
after the fifth month no further compensation will be payable to Ms. Chambers for
services rendered in these chapter 11 cases; and it is further
ORDERED, that FSI is AUTHORIZED to pay the Cure Amounts in Exhibit A
to the Motion as administrative claims, payable only from the proceeds of the IP Litigation (by
way of judgment or settlement) after the payment of any allowed claims properly perfected in the
IP Litigation, or as set forth in any confirmed Plan of Reorganization in these proceedings; and it
is further
ORDERED, that the Executory Contracts shall terminate (without any
concomitant administrative claim allowed against the Debtors' estates, except for the Cure
2
3
4
Unless othenvise defined herein, all capitalized terms shall have the meanings ascribed to them in the Motion.
For purposes of this Order and the obligations owed to Ms. Chambers and Mr. Bullard during these chapter I I proceedings.
a "month'' shall be a thirty-day period with the first month following the Petition Date to be that period from March 20,
2012 through April 18, 2012. The second month shall be the next succeeding thirty day period and so on.
To the extent that FSI does not have sufficient funds to pay employer payroll taxes, these amounts will be further reduced to
cover employer payroll taxes.
Amounts as set forth on Exhibit A to the Motion and any unpaid compensation up to the date of
termination, as modified in this Order) upon the occurrence of any of the following: the date on
which a plan is confirmed and becomes effective in these cases; conversion of these cases to
cases under Chapter 7; or dismissal of these cases; and it is further
ORDERED, that the Debtors are AUTHORIZED to take all other and further
actions as it deems necessary and appropriate to effectuate the relief granted pursuant to this
Order in accordance with the Motion; and it is further
ORDERED, that the Court shall retain jurisdiction with respect to this Order and
any of the issues raised in the Motion.
HONORABLE BRENDAN L. SHANNON
United States Bankruptcy Judge
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EXHIBITF
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter 11
)
FASTSHIP, INC., et al., ) Case No. 12-10968 (BLS)
) (Jointly Administered)
Debtors. I )
) Re: Docket No.
---
)
ORDER ESTABLISHING BAR DATE FOR FILING PROOFS OF PREPETITION
CLAIMS AND APPROVING NOTICE OF BAR DATE
This matter came on for consideration on the Motion2 ofFastShip, Inc. ("FSI"),
FastShip Atlantic, Inc. ("FSA") and Thornycroft, Giles & Co., Inc. ("TGC", together with FSI
and FSA, the "Debtors" and each individually, a "Debtor"), debtors and debtors in possession in
the above-captioned chapter 11 cases, pursuant to Bankruptcy Rule 3003(c)(3) for entry of an
order (I) fixing 5:00p.m. (E.D.T.) on June 1, 2012 as the date and time (the "Bar Date") by
which proofs of claim must be filed by all parties in interest that hold or allege to hold a claim
(as defined in Bankruptcy Code 101(5)) (a "Claim" or "Claims"), against one or more of the
Debtors; and (II) pursuant to Bankruptcy Rules 2002(a)(7), 2002(m), and 9007 approving the
form of notice of the Bar Date (the "Bar Date Notice") and the form of proof of claim (the
"Proof of Claim") to be attached to the Bar Date Notice.
The Court, having reviewed the Motion, the Court having jurisdiction over this
matter pursuant to 28 U.S.C. 157 and 1334, and this being a core proceeding pursuant to 28
U.S.C. 157(b)(2); it further appearing to the Court that (a) notice of the Motion was adequate
The Debtors, along with the last four digits of each Debtor's tax identification number, are as follows:
FastS hip, Inc. (8309) (Case No. 12-10968 (BLS)), FastS hip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS))
and Thomycroft, Giles & Co., Inc. (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is
1608 Walnut Street, Suite 501, Philadelphia, PA 19103.
2 Capitalized terms not defined have the meanings given to them in the Motion.
and appropriate under the circumstances and that (b) the legal and factual bases set forth in the
Motion establish just cause for the relief granted herein;
IT IS HEREBY ORDERED that:
1. The Motion is granted, as set forth herein.
2. The form of Bar Date Notice attached hereto as Exhibit A and the manner and
procedures for serving the Bar Date Notice as proposed in the Motion, as modified herein, are
approved.
3. In accordance with Bankruptcy Rule 3003(c)(3), the Bar Date and time for filing
of Proofs of Claim against the Debtors is established as 5:00p.m. (E.D.T.) on June 1, 2012
(the "General Bar Date"), except for proofs of claim of governmental units, for which the
applicable Bar Date is established as 5:00p.m. (E.D.T.) on September 17,2012 (the
"Governmental Bar Date"). The Governmental Bar Date shall apply only to governmental
units. The General Bar Date applies to all holders of claims that are not governmental
units.
4. All persons and entities (collectively, "Creditors"), including, without limitation,
individuals, former and present employees, partnerships, corporations, estates, trusts, and
governmental units, who have, may have, or may assert any Claims ("Prepetition Claims" and
each individually a "Prepetition Claim") against the Debtors arising prior to March 20, 2012 (the
"Petition Date"), including, without limitation, any Prepetition Claims arising from the exercise
of any statutory or common-law right of reclamation, any Prepetition Claims arising pursuant to
the rejection of an executory contract or lease, and each and every other Prepetition Claim
asserted by any Creditors, whether of a general unsecured, priority, or secured status, must, on or
2
before the General Bar Date or Governmental Bar Date, as applicable, tile a Proof of Claim
substantially in the form attached to the Motion as Exhibit B.
5. Each Proof of Claim must: (i) be written in English; (ii) be denominated in lawful
cmTency of the United States; (iii) conform substantially to the form provided with the Bar Date
Notice; (iv) state the specific Debtor against which it is filed; (v) set forth the basis for the claim;
(vi) include supporting documentation or an explanation as to why such documentation is not
available; and (vii) be signed by the claimant or, if the claimant is not an individual, by an
authorized agent of the claimant.
6. Except as explained below, any holder of a Claim that is required to tile a Proof
of Claim and fails to do so, including any person or entity (a) whose Claim is not listed in the
schedules ofliabilities filed by the Debtors on the Petition Date, or any amendment thereto (the
"Schedules"), but who nonetheless is served the Bar Date Notice or (b) whose Claim is listed in
the Schedules as disputed, contingent, unliquidated or undetermined, and who fails to file a Proof
of Claim on or before the General Bar Date or Governmental Bar Date, as applicable, may be
forever barred, estopped, and enjoined from asserting any Claim that such person or entity
possesses or may possess against the Debtors, from receiving distributions on account of any
such Claim, and from voting upon any plan proposed in these cases; provided, however, that a
holder of a Claim who does not file a Proof of Claim shall be able to vote upon, and receive
distributions under, any plan of reorganization or liquidation in this case to the extent, and in
such amount, as any undisputed, noncontingent and liquidated claims identified in the Schedules
on behalf of such holder of a Claim, unless otherwise ordered by this Court.
7. The following persons or entities may, but need not, file a Proof of Claim:
3
"unliquidated" or "undetermined," (i+ijj) who agrees that
their Prepetition Claim has been accurately listed in the Schedules as to its classification
and amount, and (+viii) who agrees that their claim is only against the particular Debtor
specified in the Schedules.
8. The following claimants should not file a Proof of Claim:
(a) Any claimant whose Prepetition Claim has previously been
specifically allowed by order of this Court; and
(b) Any claimant who has already properly filed a Proof of Claim with the
clerk of the Bankruptcy Court.
9. Creditors whose claims arise from, or as a consequence of, the rejection of an
executory contract or an unexpired lease must file their Proofs of Claim on or before the later of
(a) (30) days following service on such party of entry of the order approving such rejection and
(b) the General Bar Date or Governmental Bar Date, as applicable.
tO. +-h-Creditors whose Prepetition Claims are not listed in the Schedules, or who are
listed in the Schedules in an amount or classification they dispute, or are listed in the Schedules
as disputed, contingent, unliquidated or undetermined, or who dispute that their claim is only
against the particular Debtor specified in the Schedules, and who desire to participate in these
cases or share in any distribution in these cases, must file Proofs of Claim on or before the
General Bar Date or Governmental Bar Date, as applicable; provided, however, that a holder of a
4
Claim who does not file a Proof of Claim shall be able to vote upon, and receive distributions
under, any plan of reorganization or liquidation in this case to the extent, and in such amount, as
any undisputed, noncontingent and liquidated claims identified in the Schedules on behalf of
such holder of a Claim. Creditors who desire to rely on the Schedules have the responsibility of
determining that their Prepetition Claims are accurately listed.
~ A l l Proofs of Claim must be tiled so as to be received by Omni Management
Group ("Omni"), the Debtors' Claims Agent, by no later than. the General Bar Date or
Governmental Bar Date, as applicable. Proofs of Claim shall be filed by mail, overnight courier
or hand delivery, and shall be addressed to: FastShip, Inc. et al., Claims Processing, c/o Omni
Management Group, 5955 DeSoto Avenue, Suite 100, Woodland Hills, CA 91367. Proofs of
Claim shall be deemed filed only when actually received by Omni.
+:+:-In the event that Debtors amend their Schedules to (a) designate a Prepetition
Claim as disputed, contingent, unliquidated or undetermined, (b) change the amount of a
Prepetition Claim, or (c) add a Prepetition Claim not previously listed on the original Schedules,
then, and in such event, the Debtors shall notify the affected claimant of such amendment and
that Creditor will be granted 30 days from the date of such notification (the date of notification
shall be deemed to be the date that such notification is sent-whether by email, fax or regular
mail, postage paid) within which to file a Proof of Claim.
13. +4:-Nothing in this Order shall be deemed to prejudice the Debtors' right to object
to or dispute any Prepetition Claim, whether tiled or scheduled, on any grounds or to
subsequently designate any Prepetition Claim as disputed, contingent, unliquidated or
undetermined.
5
14. in this Order shall be construed to limit, or in any way affect, the
Debtors' ability to dispute any Proof of Claim on any ground, or to assert offsets against or
defenses to any such Proof of Claim as to amount, liability or otherwise.
15. +&:-The Debtors shall mail a copy of the Bar Date Notice by ordinary first class
mail to all known Creditors within five (5) days after entry of this Order. If so mailed, the Bar
Date Notice shall constitute good and sufficient service and notice of the General Bar Date or
Governmental Bar Date, as and the procedures for fiiing Proofs of Ciaim.
HONORABLE BRENDAN L. SHANNON
United States Bankruptcy Judge
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EXHIBIT A
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter 11
)
FASTSHIP, INC., eta!., ) Case No. 12-10968 (BLS)
) (Jointly Administered)
Debtors.
1
)
)
NOTICE OF (I) REQUIREMENT FOR FILING PROOFS OF PREPETITION CLAIMS,
(II) DEADLINE FOR FILING PROOFS OF PREPETITION CLAIMS AND
(III) PROCEDURES IN CONNECTION THERKWITH
TO: ALL CREDITORS, PARTIES IN INTEREST, AND ANY OTHER PERSONS OR
ENTITIES ASSERTING OR ADVANCING A CLAIM IN THESE JOINTLY
ADMINISTERED CASES.
On March 20, 2012 (the "Petition Date"), FastShip, Inc. ("FSI"), FastShip
Atlantic, Inc. ("FSA") and Thomycroft, Giles & Co., Inc. ("TGC'', together with FSI and FSA,
the "Debtors" and each individually, a "Debtor"), each filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code. The Debtors' chapter 11 cases have been consolidated for
administrative purposes only. YOUR RIGHTS MAY BE AFFECTED. PLEASE CONSULT
COUNSEL TO FULLY PROTECT YOUR RIGHTS.
CLAIMS BAR DATE
On April 2012, the United States Bankruptcy Court for the District of
Delaware (the "Court") entered an order (the "Bar Date Order") setting 5:00p.m. (E.D.T.) on
June 1, 2012 (the "General Bar Date"), as the deadline for all persons and entities, including all
individuals, former and present employees, partnerships, corporations, estates, and trusts-a-H-E!-!
except for governmental units, to file proofs of claim ("Proofs of Claim", and each individually
a "ProofofClaim") based on Claims (as defined in 11 U.S.C. 101(5)) against the Debtors
arising prior to the Petition Date ("Prepetition Claim"). The Bar Date Order also set the Bar
Date for proofs of claim of governmental units as 5:00p.m. (E.D.T.) on September 17, 2012
(the "Governmental Bar Date"). The Governmental Bar Date shall apply only to
governmental units. The General Bar Date applies to aH holders of daims that are not
governmental units.
The Debtors, along with the last four digits of each Debtor's tax identitication number, are as follows:
FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS))
and Thornycroft, Giles & Co., Inc. (I 142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is
1608 Walnut Street, Suite 501, Philadelphia, PA 19103.
The General Bar and the procedures set
forth below for filing a Proof of Claim apply to all Claims against the Debtors that arose prior to
the Petition Date.
2
PREPETITION CLAIMS
A. WHO MUST FILE A PROOF OF CLAIM
You must file a Proof of Claim if you hold a Prepetition Claim, unless your
Prepetition Claim is of a type described in Section B or C, below. Any person or entity holding a
Prepetition Claim or potential Claim against the Debtors, no matter how remote or contingent,
must file a Proof of Claim on or before the General Bar Date or Governmental Bar Date, as
applicable, except as set forth below. Please note, acts or omissions of the Debtors that arose
prior to the Petition Date may give rise to Claims against the Debtors that must be filed on or
before the Genef'al Bar Date or GoVCf"l)f!!ental Bar Date, as applicable, notwithstanding that
such Claims may not have matured or become fixed or liquidated or certain prior to the Petition
Date.
B. WHO MAY FILE A PROOF OF CLAIM
You may file a Proof of Claim, but are not required to do so, if: (i) your
Prepetition Claim is listed on the schedules of liabilities filed by the Debtors on the Petition
Date, or any amendment thereto (the "Schedules"), (ii) your Prepetition Claim is not listed in the
Schedules as "disputed", "contingent", "unliquidated" or "undetermined
1
" (iii) you agree that
your Prepetition Claim has been accurately listed in the Schedules as to its classification and
amount, and (iv) you agree that your claim is only against the particular Debtor specified in
the Schedules.
C. WHO SHOULD NOT FILE A PROOF OF CLAIM
You should not tile a Proof of Claim if: (i) the Court has already entered an order
allowing your Prepetition Claim, (ii) you have a properly filed Proof of Claim on tile with the
Court, or (iii) you do not have a Prepetition Claim against the Debtors. THE FACT THAT YOU
HAVE RECEIVED THIS NOTICE DOES NOT MEAN THAT YOU HAVE A PREPETITION
CLAIM OR THAT THE DEBTORS OR THE COURT BELIEVE THAT YOU HAVE A
PREPETITION CLAIM.
D. EXECUTORY CONTRACTS AND UNEXPIRED LEASES
All persons and entities holding Claims arising from, or as a consequence of, the
rejection by the Debtors of an executory contract or unexpired lease
be tiled on or before the later of (a)
thirty (30) days following service on such party of entry of the order approving such rejection
and (b) the General Bar Date or Governmental Bar Date, as applicable.
3
E. WHEN AND WHERE TO FILE PROOFS OF CLAIM
Proofs of Claim must be filed so as to be received on or before the BM
DateGeneral Bar Date of June 1, 2012, or the Governmental Bar Date of September 17!
2012, as by Omni Management Group ("Omni"), the Debtors' Claims Agent, at the
following address:
Proof:-; of
FastShip, Inc. et al. Claims Processing
c/o Omni Management Group
5955 DeSoto Avenue, Suite IOO
Woodland Hills, California 9I367
will be deemed filed only when actually received by Omni. Do not file or send copies of the
Proof of Claim to the Debtors or counsel for the Debtors. Copies sent by email or fax will not
be accepted. If you wish to receive a file-stamped copy of your Proof of Claim, you must
provide an additional copy of the Proof of Claim to Omni along with a self-addressed, postage
paid return envelope.
F. WHAT TO FILE FOR A CLAIM
If you file a proof of your Prepetition Claim, you should use the Proof of Claim
form attached as Exhibit A (Official Form B 1 0). All Proofs of Claim must: (i) be written in
English; (ii) be denominated in lawful currency of the United States; (iii) conform substantially
to the form provided with this Notice; (iv) state the specific Debtor against which it is filed; (v)
set forth basis for the alleged Claim; (vi) include
supporting documentation or an explanation as to why such documentation is not available; and
(vii) be signed by the claimant or, if the claimant is not an individual, by an authorized agent of
the claimant.
IF YOU ARE ASSERTING A CLAIM AGAINST MORE THAN ONE
DEBTOR, SEPARATE PROOFS OF CLAIM MUST BE FILED AGAINST EACH DEBTOR
AND YOU MUST IDENTIFY ON YOUR PROOFS OF CLAIM THE SPECIFIC DEBTOR
AGAINST WHICH YOUR CLAIM IS ASSERTED AND THE NUMBER OF THAT
DEBTOR'S BANKRUPTCY CASE.
FAILURE TO FILE PROOF OF CLAIM
Except with respect to Prepetition Claims of the type set forth in Sections B: and
C above and as explained below, any person holding a Prepetition Claim who is required to but
fails to file a Proof of Claim on or before the General Bar Date or Governmental Bar Date, as
applicable, for any Prepetition Claim against the Debtors, be forever barred, estopped
and enjoined from: i) asserting such Prepetition Claim; ii) subsequently filing a Proof of Claim
or other evidence with respect to such Prepetition Claim against the Debtors and their property;
iii) voting on any plan of reorganization; iv) participating in any distribution or receive payment
in these chapter II cases on account of such Prepetition Claims; and v) receiving further notices
regarding such Prepetition
4
and receive distributions ynder, any plan of reorganization or liquidation in this case to the
extent, and in such amount, as any undisputed, noncontingent and liquidated claim
identified i!! the Schedules on behalf of such holder of a Claim, unless otherwise ordered by
this Court.
ACCESS TO SCHEDULES
Copies of the Schedules, as well as the Order Establishing the Bar Date, may
be examined and inspected hy interested parties during regular business hours at the office of the
Clerk of the Bankruptcy Court, United States Bankruptcy Court, District of Delaware, 824 North
Market Street, 3rd Floor, Wilmington, Delaware 19801, or by accessing the Debtors' bankruptcy
website at or
contacting the Debtors' claims agent by telephone at 818-906-8300 or by submitting an
inquiry via the claims agent's website. Creditors who wish to rely on the Schedules (or on the
accompanying exhibits) shall have the responsibility for determining that their Prepetition
Claims are accurately listed therein. Additional copies of the Proof of Claim forms may also
be obtained from the website at http://omnimgt.com/SBLite/FastShip or by contacting the
Debtors' claims agent at the number above. ANY OTHER INQUIRIES, SUCH AS
WHETHER YOU SHOULD FILE A PROOF OF CLAIM OR TAKE ANY OTHER ACTION
WITH RESPECT TO YOUR PREPETITION CLAIM SHOULD BE DIRECTED TO YOUR
OWN ATTORNEY. DO NOT CONTACT THE BANKRUPTCY COURT OR THE
UNDERSIGNED COUNSEL FOR THE DEBTORS.
COPLAN & ARONOFF LLP
By: Is/ Raymond H. Lemisch
Raymond H. Lemisch, Esquire (No. 4204)
Jennifer E. Smith, Esquire (No. 5278)
222 Delaware Avenue, Suite 801
Wilmington, DE 19801
(302) 442-7010 (Telephone)
(302) 442-7012 (Facsimile)
rlemisch@beneschlaw .com
j smith@beneschlaw .com
-and-
Kari Coniglio, Esquire (OH 0081463)
200 Public Square, Suite 2300
Cleveland, OH 44114
(216) 363-4500 (Telephone)
(216) 363-4588 (Facsimile)
5
BENESCI
kconiglio@beneschlaw .com
Proposed Counsel for FastShip, Inc., FastShip
Atlantic, Inc. and Thornycroft, Giles & Co., Inc.,
Debtors and Debtors in Possession
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